AMENDMENT NO. 1

EXHIBIT 10.4

AMENDMENT NO. 1 TO TRANSACTION DOCUMENTS

Amendment No. 1 to Transaction Documents ("Amendment No. 1"), dated as of

November 26, 2004, between PROVECTUS PHARMACEUTICALS, INC. ("Provectus") and

GRYFFINDOR CAPITAL PARTNERS I, L.L.C. ("Gryffindor").

-

RECITALS

A. Provectus, Gryffindor and others are parties to a Convertible Secured

Promissory Note and Warrant Purchase Agreement dated as of November 26,

2002 (the "Original Purchase Agreement"), pursuant to which Provectus sold

to Gryffindor, and Gryffindor purchased from Provectus, a Note and a

Warrant.

B. To secure its obligations under the Note, Provectus executed and delivered

to Gryffindor a Security Agreement, a Trademark Collateral Security

Agreement, a Patent and License Security Agreement, a Copyright Security

Agreement and a Stock Pledge Agreement, each dated as of November 26, 2002

(collectively the "Provectus Security Documents").

C. To further secure Provectus' obligations under the Note, Xantech

Pharmaceuticals, Inc., a wholly owned subsidiary of Provectus ("Xantech"),

executed and delivered to Gryffindor a Guaranty, dated as of November 26,

2002 (the "Guaranty"), guarantying the obligations of Provectus under or in

connection with the Note, any Transaction Document and any other document

or instrument executed in connection therewith.

D. To secure its obligations under its Guaranty, Xantech executed and

delivered to Gryffindor a Security Agreement, a Trademark Collateral

Security Agreement, a Patent and License Security Agreement and a Copyright

Security Agreement, each dated as of November 26, 2002 (the Xantech

Security Documents, and together with the Provectus Security Documents, the

"Security Documents").

E. Provectus and Gryffindor also entered into a Registration Rights Agreement,

and Provectus, Gryffindor and others entered into a Shareholders'

Agreement, each dated as of November 26, 2002, which, together with the

other documents referred to in the Original Purchase Agreement are referred

to herein as the "Transaction Documents".

F. Provectus desires to amend the Note to extend the maturity date thereof and

to add the accrued interest thereon to the principal thereof and Gryffindor

is willing to agree to an extension of the maturity date of the Note and to

add the accrued interest thereon to the principal thereof on the terms and

subject to the conditions hereinafter set forth. Accordingly, the parties

hereto agree as follows:

1. Definitions. Capitalized terms used but not otherwise defined herein shall

have the meaning ascribed thereto in the Original Purchase Agreement.

<PAGE>

2. Amendments. Effective as of the date hereof, but subject to the

satisfaction of the conditions precedent set forth in Section 3 hereof, the

following Transaction Documents are hereby amended as follows:

2.1. Note. The Note is amended and restated as set forth in Exhibit A attached

hereto and made a part hereof.

2.2. Registration Rights Agreement. The Registration Rights Agreement is amended

as follows:

(a) For the avoidance of doubt, the defined term "Transactions" in the

Registration Rights Agreement shall be deemed to include the

transactions pursuant to Amendment No. 1 to Transaction Documents,

dated as of November 26, 2004, between Provectus and Gryffindor, and

the documents executed and delivered in connection therewith.

(b) The definition "Shelf Registration Statement" in the Registration

Rights Agreement shall be amended and restated as follows:

"Shelf Registration Statement" shall mean a Registration Statement

filed pursuant to Rule 415 of Regulation C promulgated under the

Securities Act (or any successor rule).

(c) The definition of "Warrants" in the Registration Rights Agreement

shall be amended and restated as follows:

"Warrants" shall mean those warrants to acquire additional Common

Shares granted to Holder as part of the Transactions, including, but

not limited to, the Warrants issued pursuant to the Original Purchase

Agreement and the Warrants issued and issuable pursuant to the Second

Amended and Restated Senior Secured Convertible Note, dated November

26, 2004, in the principal amount of $1,185,959, made by Provectus and

payable to the order of Gryffindor.

(d) Section 2(a) of the Registration Rights Agreement is amended and

restated as follows:

"2. Demand Registration.

(a) Request for Registration.

Immediately following the earlier of (i) the date on which

the Company shall become eligible to use a Registration Statement

on Form S-3 (or any successor form thereto) to register its

securities and/or those of a selling stockholder, and (ii) July

1, 2003, Holder may make written requests for registration under

the Securities Act (each, a "Demand

2

<PAGE>

Registration") of all or part of such Holder's Registrable

Securities. Each written request shall specify the aggregate

number of Registrable Securities to be registered and the

intended method of disposition. The Company shall, at the

election of the Holder, file such Demand Registration as a shelf

registration pursuant to Rule 415 of Regulation C promulgated

under the Securities Act (or any successor rule). Thereafter, the

Company may elect to include in such registration additional

Common Shares to be issued by the Company, to the extent that the

inclusion of such additional Common Shares does not adversely

affect the completion of Holder's intended distribution of its

Common Shares, in its reasonable discretion. The Company shall

use its best efforts to become and remain eligible to use a

Registration Statement on Form S-3 to register its securities

and/or those of a selling stockholder.

(e) The first sentence of Section 2(c) of the Registration

Rights Agreement is amended and restated as follows:

"The Holder may, at its option, distribute the Registrable

Securities covered by the Holder's request by means of an

underwriting.

(f) The following Section 2(e) is added to Section 2 of the

Registration Rights Agreement: