SECURITIES PURCHASE AGREEMENT

Security Agreement

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PROVECTUS PHARMACEUTICALS, INC., | Cornell Capital Partners, LP

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Title: SECURITIES PURCHASE AGREEMENT
Date: 10/7/2004
Law Firm: Butler Gonzalez LLP;Baker, Donelson, Bearman, Caldwell & Berkowiz, P.C.;

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

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THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") dated as of July 28,

2004, by and among PROVECTUS PHARMACEUTICALS, INC., a Nevada corporation (the

"Company"), and the Buyers listed on Schedule I attached hereto (individually, a

"Buyer" or collectively "Buyers").

WITNESSETH:

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WHEREAS, the Company and the Buyer(s) are executing and delivering this

Agreement in reliance upon an exemption from securities registration pursuant to

Section 4(2) and/or Rule 506 of Regulation D ("Regulation D") as promulgated by

the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act

of 1933, as amended (the "1933 Act");

WHEREAS, the parties desire that, upon the terms and subject to the

conditions contained herein, the Company shall issue and sell to the Buyer(s),

as provided herein, and the Buyer(s) shall purchase Seven Hundred Fifty Thousand

Dollars ($750,000) of secured convertible debentures (the "Convertible

Debentures"), which shall be convertible into shares of the Company's common

stock, par value $0.001 per share (the "Common Stock") (as converted, the

"Conversion Shares"), of which Three Hundred Seventy Five Thousand Dollars

($375,000) shall be funded within five (5) business days hereof (the "First

Closing") and Three Hundred Seventy Five Thousand Dollars ($375,000) shall be

funded within five (5) business days after the filing of a registration

statement (the "Registration Statement") pursuant to the Investor Registration

Rights Agreement of even date herewith, with the United States Securities and

Exchange Commission (the "SEC") (the "Second Closing") (collectively referred to

as the "Closings"), for a total purchase price of Seven Hundred Fifty Thousand

Dollars ($750,000) (the "Purchase Price") in the respective amounts set forth

opposite each Buyer(s) name on Schedule I (the "Subscription Amount"); and

WHEREAS, contemporaneously with the execution and delivery of this

Agreement, the parties hereto are executing and delivering a Registration Rights

Agreement substantially in the form attached hereto as Exhibit A (the "Investor

Registration Rights Agreement") pursuant to which the Company has agreed to

provide certain registration rights under the 1933 Act and the rules and

regulations promulgated there under, and applicable state securities laws; and

WHEREAS, the aggregate proceeds of the sale of the Convertible Debentures

contemplated hereby shall be held in escrow pursuant to the terms of an escrow

agreement substantially in the form of the Escrow Agreement attached hereto as

Exhibit B.

WHEREAS, contemporaneously with the execution and delivery of this

Agreement, the parties hereto are executing and delivering Irrevocable Transfer

Agent Instructions substantially in the form attached hereto as Exhibit C (the

"Irrevocable Transfer Agent Instructions").

<PAGE>

WHEREAS, contemporaneously with the execution and delivery of this

Agreement, the parties hereto are executing and delivering a Security Agreement

substantially in the form attached hereto as Exhibit D (the "Security

Agreement") pursuant to which the Company has agreed to provide the Buyer a

security interest in Pledged Collateral (as this term is defined in the Security

Agreement dated the date hereof) to secure Company's obligations under this

Agreement, the Convertible Debenture, the Investor Registration Rights

Agreement, the Irrevocable Transfer Agent Instructions, the Security Agreement

or any other obligations of the Company to the Buyer; and

NOW, THEREFORE, in consideration of the mutual covenants and other

agreements contained in this Agreement the Company and the Buyer(s) hereby agree

as follows:

1. PURCHASE AND SALE OF CONVERTIBLE DEBENTURES.

(a) Purchase of Convertible Debentures. Subject to the satisfaction

(or waiver) of the terms and conditions of this Agreement, each Buyer

agrees, severally and not jointly, to purchase at Closing (as defined

herein below) and the Company agrees to sell and issue to each Buyer,

severally and not jointly, at Closing, Convertible Debentures in amounts

corresponding with the Subscription Amount set forth opposite each Buyer's

name on Schedule I hereto. Upon execution hereof by a Buyer, the Buyer

shall wire transfer the Subscription Amount set forth opposite his name on

Schedule I in same-day funds or a check payable to "Butler Gonzalez LLP, as

Escrow Agent for Provectus Pharmaceuticals, Inc./Cornell Capital Partners,

LP", which Subscription Amount shall be held in escrow pursuant to the

terms of the Escrow Agreement (as hereinafter defined) and disbursed in

accordance therewith. Notwithstanding the foregoing, a Buyer may withdraw

his Subscription Amount and terminate this Agreement as to such Buyer at

any time after the execution hereof and prior to Closing (as hereinafter

defined).

(b) Closing Date. The First Closing of the purchase and sale of the

Convertible Debentures shall take place on or before the fifth (5th)

business day following the date hereof, subject to notification of

satisfaction of the conditions to the First Closing set forth herein and in

Sections 6 and 7 below (or such later date as is mutually agreed to by the

Company and the Buyer(s)) (the "First Closing Date") and the Second Closing

of the purchase and sale of the Convertible Debentures shall take place on

or before the fifth (5th) business day after the Registration Statement is

filed with the SEC, subject to notification of satisfaction of the

conditions to the Second Closing set forth herein and in Sections 6 and 7

below (or such later date as is mutually agreed to by the Company and the

Buyer(s)) (the "Second Closing Date") (collectively referred to a the

"Closing Dates"). The Closings shall occur on the respective Closing Dates

at the offices of Butler Gonzalez, LLP, 1418 Morris Avenue, Suite 207,

Union, NJ 07083 (or such other place as is mutually agreed to by the

Company and the Buyer(s)).

Buyer(s) and pending the Closings, the aggregate proceeds of the sale of

the Convertible Debentures to Buyer(s) pursuant hereto shall be deposited

in a non-interest bearing escrow account with Butler Gonzalez LLP, as

escrow agent (the "Escrow Agent"), pursuant to the terms of an escrow

agreement between the Company, the Buyer(s) and the Escrow Agent in the

form attached hereto as Exhibit B (the "Escrow Agreement"). Subject to the

satisfaction of the terms and conditions of this Agreement, on the Closing

<PAGE>

Dates, (i) the Escrow Agent shall deliver to the Company in accordance with

the terms of the Escrow Agreement such aggregate proceeds for the

Convertible Debentures to be issued and sold to such Buyer(s), minus a

structuring fee of $10,000 to the Buyer pursuant to Section 4(g) hereof,

the ten percent (10%) discount referenced in Section 4(g) hereof, and

$10,000 to the Buyer pursuant to Section 12.4 of the Standby Equity

Distribution Agreement, all of which shall be paid directly from the

proceeds of the First Closing, all by wire transfer of immediately

available funds in accordance with the Company's written wire instructions,

and (ii) the Company shall deliver to each Buyer, Convertible Debentures

which such Buyer(s) is purchasing in amounts indicated opposite such

Buyer's name on Schedule I, duly executed on behalf of the Company.

2. BUYER'S REPRESENTATIONS AND WARRANTIES.

Each Buyer represents and warrants, severally and not jointly, that:

(a) Investment Purpose. Each Buyer is acquiring the Convertible

Debentures and, upon conversion of Convertible Debentures, the Buyer will

acquire the Conversion Shares then issuable, for its own account for

investment only and not with a view towards, or for resale in connection

with, the public sale or distribution thereof, except pursuant to sales

registered or exempted under the 1933 Act; provided, however, that by

making the representations herein, such Buyer reserves the right to dispose

of the Conversion Shares at any time in accordance with or pursuant to an

effective registration statement covering such Conversion Shares or an

available exemption under the 1933 Act.

(b) Accredited Investor Status. Each Buyer is an "Accredited Investor"

as that term is defined in Rule 501(a)(3) of Regulation D.

Convertible Debentures are being offered and sold to it in reliance on

specific exemptions from the registration requirements of United States

federal and state securities laws and that the Company is relying in part

upon the truth and accuracy of, and such Buyer's compliance with, the

representations, warranties, agreements, acknowledgments and understandings

of such Buyer set forth herein in order to determine the availability of

such exemptions and the eligibility of such Buyer to acquire such

securities.

(d) Information. Each Buyer and its advisors (and his or, its

counsel), if any, have been furnished with all materials relating to the

business, finances and operations of the Company and information he deemed

material to making an informed investment decision regarding his purchase

of the Convertible Debentures and the Conversion Shares, which have been

requested by such Buyer. Each Buyer and its advisors, if any, have been

afforded the opportunity to ask questions of the Company and its

management. Neither such inquiries nor any other due diligence

investigations conducted by such Buyer or its advisors, if any, or its

representatives shall modify, amend or affect such Buyer's right to rely on

the Company's representations and warranties contained in Section 3 below.

Each Buyer understands that its investment in the Convertible Debentures

and the Conversion Shares involves a high degree of risk. Each Buyer is in

a position regarding the Company, which, based upon economic bargaining

<PAGE>

power, enabled and enables such Buyer to obtain information from the

Company in order to evaluate the merits and risks of this investment. Each

Buyer has sought such accounting, legal and tax advice, as it has

considered necessary to make an informed investment decision with respect

to its acquisition of the Convertible Debentures and the Conversion Shares.

(e) No Governmental Review. Each Buyer understands that no United

States federal or state agency or any other government or governmental

agency has passed on or made any recommendation or endorsement of the

Convertible Debentures or the Conversion Shares, or the fairness or

suitability of the investment in the Convertible Debentures or the

Conversion Shares, nor have such authorities passed upon or endorsed the

merits of the offering of the Convertible Debentures or the Conversion

Shares.

(f) Transfer or Resale. Each Buyer understands that except as provided

in the Investor Registration Rights Agreement: (i) the Convertible

Debentures have not been and are not being registered under the 1933 Act or

any state securities laws, and may not be offered for sale, sold, assigned

or transferred unless (A) subsequently registered thereunder, or (B) such

Buyer shall have delivered to the Company an opinion of counsel, in a

generally acceptable form, to the effect that such securities to be sold,

assigned or transferred may be sold, assigned or transferred pursuant to an

exemption from such registration requirements; (ii) any sale of such

securities made in reliance on Rule 144 under the 1933 Act (or a successor

rule thereto) ("Rule 144") may be made only in accordance with the terms of

Rule 144 and further, if Rule 144 is not applicable, any resale of such

securities under circumstances in which the seller (or the person through

whom the sale is made) may be deemed to be an underwriter (as that term is

defined in the 1933 Act) may require compliance with some other exemption

under the 1933 Act or the rules and regulations of the SEC thereunder; and

(iii) neither the Company nor any other person is under any obligation to

to comply with the terms and conditions of any exemption thereunder. The

Company reserves the right to place stop transfer instructions against the

shares and certificates for the Conversion Shares.

(g) Legends. Each Buyer understands that the certificates or other

instruments representing the Convertible Debentures and or the Conversion

Shares shall bear a restrictive legend in substantially the following form

(and a stop transfer order may be placed against transfer of such stock

certificates):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR

APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN

ACQUIRED SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW

TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED

OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT

FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN

A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED

UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.

<PAGE>

The legend set forth above shall be removed and the Company within two (2)

business days shall issue a certificate without such legend to the holder

of the Conversion Shares upon which it is stamped, if, unless otherwise

required by state securities laws, (i) in connection with a sale

transaction, provided the Conversion Shares are registered under the 1933

Act or (ii) in connection with a sale transaction, after such holder

provides the Company with an opinion of counsel, which opinion shall be in

form, substance and scope customary for opinions of counsel in comparable

transactions, to the effect that a public sale, assignment or transfer of

the Conversion Shares may be made without registration under the 1933 Act.

(h) Authorization, Enforcement. This Agreement has been duly and

validly authorized, executed and delivered on behalf of such Buyer and is a

valid and binding agreement of such Buyer enforceable in accordance with

its terms, except as such enforceability may be limited by general

principles of equity or applicable bankruptcy, insolvency, reorganization,

moratorium, liquidation and other similar laws relating to, or affecting

generally, the enforcement of applicable creditors' rights and remedies.

(i) Receipt of Documents. Each Buyer and his or its counsel has

received and read in their entirety: (i) this Agreement and each

representation, warranty and covenant set forth herein, the Security

Agreement, the Investor Registration Rights Agreement, the Escrow

Agreement, and the Irrevocable transfer Agent Instructions; (ii) all due

diligence and other information necessary to verify the accuracy and

completeness of such representations, warranties and covenants; (iii) the

Company's Form 10-KSB for the fiscal year ended June 30, 2003; (iv) the

Company's Form 10-QSB for the fiscal quarter ended March 31, 2004 and (v)

answers to all questions each Buyer submitted to the Company regarding an

investment in the Company; and each Buyer has relied on the information

contained therein and has not been furnished any other documents,

literature, memorandum or prospectus.

(j) Due Formation of Corporate and Other Buyers. If the Buyer(s) is a

corporation, trust, partnership or other entity that is not an individual

person, it has been formed and validly exists and has not been organized

for the specific purpose of purchasing the Convertible Debentures and is

not prohibited from doing so.

(k) No Legal Advice From the Company. Each Buyer acknowledges, that it

had the opportunity to review this Agreement and the transactions

contemplated by this Agreement with his or its own legal counsel and

investment and tax advisors. Each Buyer is relying solely on such counsel

and advisors and not on any statements or representations of the Company or

any of its representatives or agents for legal, tax or investment advice

with respect to this investment, the transactions contemplated by this

Agreement or the securities laws of any jurisdiction.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to each of the Buyers that, except as

set forth in the SEC Documents (as defined herein):

<PAGE>

(a) Organization and Qualification. The Company and its subsidiaries are

corporations duly organized and validly existing in good standing under the laws

of the jurisdiction in which they are incorporated, and have the requisite

corporate power to own their properties and to carry on their business as now

being conducted. Each of the Company and its subsidiaries is duly qualified as a

foreign corporation to do business and is in good standing in every jurisdiction

in which the nature of the business conducted by it makes such qualification

necessary, except to the extent that the failure to be so qualified or be in

good standing would not have a material adverse effect on the Company and its

subsidiaries taken as a whole.

(b) Authorization, Enforcement, Compliance with Other Instruments. (i) The

Company has the requisite corporate power and authority to enter into and

perform this Agreement, the Security Agreement, the Investor Registration Rights

Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions,

and any related agreements, and to issue the Convertible Debentures and the

Conversion Shares in accordance with the terms hereof and thereof, (ii) the

execution and delivery of this Agreement, the Security Agreement, the Investor

Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer

Agent Instructions (as defined herein) and any related agreements by the Company

and the consummation by it of the transactions contemplated hereby and thereby,

including, without limitation, the issuance of the Convertible Debentures the

Conversion Shares and the reservation for issuance and the issuance of the

Conversion Shares issuable upon conversion or exercise thereof, have been duly

authorized by the Company's Board of Directors and no further consent or

authorization is required by the Company, its Board of Directors or its

stockholders, (iii) this Agreement, the Security Agreement, the Investor

Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer

Agent Instructions and any related agreements have been duly executed and

delivered by the Company, (iv) this Agreement, the Security Agreement, the

Investor Registration Rights Agreement, the Escrow Agreement, the Irrevocable

Transfer Agent Instructions and any related agreements constitute the valid and

binding obligations of the Company enforceable against the Company in accordance

with their terms, except as such enforceability may be limited by general

principles of equity or applicable bankruptcy, insolvency, reorganization,

moratorium, liquidation or similar laws relating to, or affecting generally, the

enforcement of creditors' rights and remedies. The authorized officer of the

Company executing this Agreement, the Security Agreement, the Investor

Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer

Agent Instructions and any related agreements knows of no reason why the Company

cannot file the registration statement as required under the Investor

Registration Rights Agreement or perform any of the Company's other obligations

under such documents.

the Company consists of 100,000,000 shares of Common Stock, par value $0.001 per

share and 25,000,000 shares of Preferred Stock. As of July 22, 2004, there were

14,555,446 shares of Common Stock, and no Preferred Stock issued and

outstanding. All of such outstanding shares have been validly issued and are

fully paid and nonassessable. Except as disclosed in the SEC Documents (as

defined in Section 3(f)), no shares of Common Stock are subject to preemptive

rights or any other similar rights or any liens or encumbrances suffered or

permitted by the Company. Except as disclosed in the SEC Documents and except

<PAGE>

for the securities to be issued pursuant to that certain Securities Purchase

Agreement dated June 25, 2004 between the Company and certain accredited

investors, as of the date of this Agreement, (i) there are no outstanding

options, warrants, scrip, rights to subscribe to, calls or commitments of any

character whatsoever relating to, or securities or rights convertible into, any

shares of capital stock of the Company or any of its subsidiaries, or contracts,

commitments, understandings or arrangements by which the Company or any of its

subsidiaries is or may become bound to issue additional shares of capital stock

of the Company or any of its subsidiaries or options, warrants, scrip, rights to

subscribe to, calls or commitments of any character whatsoever relating to, or

securities or rights convertible into, any shares of capital stock of the

Company or any of its subsidiaries, (ii) there are no outstanding debt

securities and (iii) there are no agreements or arrangements under which the

Company or any of its subsidiaries is obligated to register the sale of any of

their securities under the 1933 Act (except pursuant to the Registration Rights

Agreement); there are no outstanding registration statements; and there are no

outstanding comment letters from the SEC or any other regulatory agency, in each

case except as listed on Schedule 3(c) hereto. There are no securities or

instruments containing anti-dilution or similar provisions that will be

triggered by the issuance of the Convertible Debentures as described in this

Agreement. The Company has furnished to the Buyer true and correct copies of the

Company's Articles of Incorporation, as amended and as in effect on the date

hereof (the "Articles of Incorporation"), and the Company's By-laws, as in

effect on the date hereof (the "By-laws"), and the terms of all securities

convertible into or exercisable for Common Stock and the material rights of the

holders thereof in respect thereto other than stock options issued to employees

and consultants.

(d) Issuance of Securities. The Convertible Debentures are duly authorized

and, upon issuance in accordance with the terms hereof, shall be duly issued,

fully paid and nonassessable, are free from all taxes, liens and charges with

respect to the issue thereof. The Conversion Shares issuable upon conversion of

the Convertible Debentures have been duly authorized and reserved for issuance.

Upon conversion or exercise in accordance with the Convertible Debentures the

Conversion Shares will be duly issued, fully paid and nonassessable.

(e) No Conflicts. Except as disclosed in the SEC Documents, the execution,

delivery and performance of this Agreement, the Security Agreement, the Investor

Registration Rights Agreement, the Escrow Agreement and the Irrevocable Transfer

Agent Instructions by the Company and the consummation by the Company of the

transactions contemplated hereby will not (i) result in a violation of the

Articles of Incorporation, any certificate of designations of any outstanding

series of preferred stock of the Company or the By-laws or (ii) conflict with or

constitute a default (or an event which with notice or lapse of time or both

would become a default) under, or give to others any rights of termination,

amendment, acceleration or cancellation of, any agreement, indenture or

instrument to which the Company or any of its subsidiaries is a party, or result

in a violation of any law, rule, regulation, order, judgment or decree

(including federal and state securities laws and regulations and the rules and

regulations of The National Association of Securities Dealers Inc.'s OTC

Bulletin Board on which the Common Stock is quoted) applicable to the Company or

any of its subsidiaries or by which any property or asset of the Company or any

of its subsidiaries is bound or affected. Except as disclosed in the SEC

Documents, neither the Company nor its subsidiaries is in violation of any term

of or in default under its Articles of Incorporation or By-laws or their

<PAGE>

organizational charter or by-laws, respectively, or any material contract,

agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or

order or any statute, rule or regulation applicable to the Company or its

subsidiaries. The business of the Company and its subsidiaries is not being

conducted, and shall not be conducted in violation of any material law,

ordinance, or regulation of any governmental entity. Except as specifically

contemplated by this Agreement and as required under the 1933 Act and any

applicable state securities laws, the Company is not required to obtain any

consent, authorization or order of, or make any filing or registration with, any

court or governmental agency in order for it to execute, deliver or perform any

of its obligations under or contemplated by this Agreement or the Registration

Rights Agreement in accordance with the terms hereof or thereof. Except as

disclosed in the SEC Documents, all consents, authorizations, orders, filings

and registrations which the Company is required to obtain pursuant to the

preceding sentence have been obtained or effected on or prior to the date

hereof. The Company and its subsidiaries are unaware of any facts or

circumstance, which might give rise to any of the foregoing.

(f) SEC Documents: Financial Statements. Since January 1, 2003, the Company

has filed all reports, schedules, forms, statements and other documents required

to be filed by it with the SEC under of the Securities Exchange Act of 1934, as

amended (the "1934 Act") (all of the foregoing filed prior to the date hereof or

amended after the date hereof and all exhibits included therein and financial

statements and schedules thereto and documents incorporated by reference

therein, being hereinafter referred to as the "SEC Documents"). The Company has

delivered to the Buyers or their representatives, or made available through the

SEC's website at http://www.sec.gov., true and complete copies of the SEC

Documents. As of their respective dates, the financial statements of the Company

disclosed in the SEC Documents (the "Financial Statements") complied as to form

in all material respects with applicable accounting requirements and the

published rules and regulations of the SEC with respect thereto. Such financial

statements have been prepared in accordance with generally accepted accounting

principles, consistently applied, during the periods involved (except (i) as may

be otherwise indicated in such Financial Statements or the notes thereto, or

(ii) in the case of unaudited interim statements, to the extent they may exclude

footnotes or may be condensed or summary statements) and, fairly present in all

material respects the financial position of the Company as of the dates thereof

and the results of its operations and cash flows for the periods then ended

(subject, in the case of unaudited statements, to normal year-end audit

adjustments). No other information provided by or on behalf of the Company to

the Buyer which is not included in the SEC Documents, including, without

limitation, information referred to in this Agreement, contains any untrue

statement of a material fact or omits to state any material fact necessary in

order to make the statements therein, in the light of the circumstances under

which they were made, not misleading.

(g) 10(b)-5. The SEC Documents do not include any untrue statements of

material fact, nor do they omit to state any material fact required to be stated

therein necessary to make the statements made, in light of the circumstances

under which they were made, not misleading.

(h) Absence of Litigation. Except as disclosed in the SEC Documents, there

is no action, suit, proceeding, inquiry or investigation before or by any court,

public board, government agency, self-regulatory organization or body pending

against or affecting the Company, the Common Stock or any of the Company's

subsidiaries, wherein an unfavorable decision, ruling or finding would (i) have

a material adverse effect on the transactions contemplated hereby (ii) adversely

affect the validity or enforceability of, or the authority or ability of the

<PAGE>

Company to perform its obligations under, this Agreement or any of the documents

contemplated herein, or (iii) except as expressly disclosed in the SEC

Documents, have a material adverse effect on the business, operations,

properties, financial condition or results of operations of the Company and its

subsidiaries taken as a whole.

(i) Acknowledgment Regarding Buyer's Purchase of the Convertible

Debentures. The Company acknowledges and agrees that the Buyer(s) is acting

solely in the capacity of an arm's length purchaser with respect to this

Agreement and the transactions contemplated hereby. The Company further

acknowledges that the Buyer(s) is not acting as a financial advisor or fiduciary

of the Company (or in any similar capacity) with respect to this Agreement and

the transactions contemplated hereby and any advice given by the Buyer(s) or any

of their respective representatives or agents in connection with this Agreement

and the transactions contemplated hereby is merely incidental to such Buyer's

purchase of the Convertible Debentures or the Conversion Shares. The Company

further represents to the Buyer that the Company's decision to enter into this

Agreement has been based solely on the independent evaluation by the Company and

its representatives.

(j) No General Solicitation. Neither the Company, nor any of its

affiliates, nor any person acting on its or their behalf, has engaged in any

form of general solicitation or general advertising (within the meaning of

Regulation D under the 1933 Act) in connection with the offer or sale of the

Convertible Debentures or the Conversion Shares.

(k) No Integrated Offering. Neither the Company, nor any of its affiliates,

nor any person acting on its or their behalf has, directly or indirectly, made

any offers or sales of any security or solicited any offers to buy any security,

under circumstances that would require registration of the Convertible

Debentures or the Conversion Shares under the 1933 Act or cause this offering of

the Convertible Debentures or the Conversion Shares to be integrated with prior

offerings by the Company for purposes of the 1933 Act.

(l) Employee Relations. Neither the Company nor any of its subsidiaries is

involved in any labor dispute nor, to the knowledge of the Company or any of its

subsidiaries, is any such dispute threatened. None of the Company's or its

subsidiaries' employees is a member of a union and the Company and its

subsidiaries believe that their relations with their employees are good.

(m) Intellectual Property Rights. The Company and its subsidiaries own or

possess adequate rights or licenses to use all trademarks, trade names, service

marks, service mark registrations, service names, patents, patent rights,

copyrights, inventions, licenses, approvals, governmental authorizations, trade

secrets and rights necessary to conduct their respective businesses as now

conducted. The Company and its subsidiaries do not have any knowledge of any

infringement by the Company or its subsidiaries of trademark, trade name rights,

patents, patent rights, copyrights, inventions, licenses, service names, service

marks, service mark registrations, trade secret or other similar rights of

others, and, to the knowledge of the Company there is no claim, action or

proceeding being made or brought against, or to the Company's knowledge, being

threatened against, the Company or its subsidiaries regarding trademark, trade

name, patents, patent rights, invention, copyright, license, service names,

<PAGE>

service marks, service mark registrations, trade secret or other infringement;

and the Company and its subsidiaries are unaware of any facts or circumstances

which might give rise to any of the foregoing.

(n) Environmental Laws. The Company and its subsidiaries are (i) in

compliance with any and all applicable foreign, federal, state and local laws

and regulations relating to the protection of human health and safety, the

environment or hazardous or toxic substances or wastes, pollutants or

contaminants ("Environmental Laws"), (ii) have received all permits, licenses or

other approvals required of them under applicable Environmental Laws to conduct

their respective businesses and (iii) are in compliance with all terms and

conditions of any such permit, license or approval.

(o) Title. Any real property and facilities held under lease by the Company

and its subsidiaries are held by them under valid, subsisting and enforceable

leases with such exceptions as are not material and do not interfere with the

use made and proposed to be made of such property and buildings by the Company

and its subsidiaries.

(p) Insurance. The Company and each of its subsidiaries are insured by

insurers of recognized financial responsibility against such losses and risks

and in such amounts as management of the Company believes to be prudent and

customary in the businesses in which the Company and its subsidiaries are

engaged. Neither the Company nor any such subsidiary has been refused any

insurance coverage sought or applied for and neither the Company nor any such

subsidiary has any reason to believe that it will not be able to renew its

existing insurance coverage as and when such coverage expires or to obtain

similar coverage from similar insurers as may be necessary to continue its

business at a cost that would not materially and adversely affect the condition,

financial or otherwise, or the earnings, business or operations of the Company

and its subsidiaries, taken as a whole.

(q) Regulatory Permits. The Company and its subsidiaries possess all

material certificates, authorizations and permits issued by the appropriate

federal, state or foreign regulatory authorities necessary to conduct their

respective businesses, and neither the Company nor any such subsidiary has

received any notice of proceedings relating to the revocation or modification of

any such certificate, authorization or permit.

(r) Internal Accounting Controls. The Company and each of its subsidiaries

maintain a system of internal accounting controls sufficient to provide

reasonable assurance that (i) transactions are executed in accordance with

management's general or specific authorizations, (ii) transactions are recorded

as necessary to permit preparation of financial statements in conformity with

generally accepted accounting principles and to maintain asset accountability,

and (iii) the recorded amounts for assets is compared with the existing assets

at reasonable intervals and appropriate action is taken with respect to any

differences.

(s) No Material Adverse Breaches, etc. Except as set forth in the SEC

Documents, neither the Company nor any of its subsidiaries is subject to any

charter, corporate or other legal restriction, or any judgment, decree, order,

rule or regulation which in the judgment of the Company's officers has or is

expected in the future to have a material adverse effect on the business,

properties, operations, financial condition, results of operations or prospects

of the Company or its subsidiaries. Except as set forth in the SEC Documents,

<PAGE>

neither the Company nor any of its subsidiaries is in breach of any contract or

agreement which breach, in the judgment of the Company's officers, has or is

expected to have a material adverse effect on the business, properties,

operations, financial condition, results of operations or prospects of the

Company or its subsidiaries.

(t) Tax Status. Except as set forth in the SEC Documents, the Company and

each of its subsidiaries has made and filed all federal and state income and all

other tax returns, reports and declarations required by any jurisdiction to

which it is subject and (unless and only to the extent that the Company and each

of its subsidiaries has set aside on its books provisions reasonably adequate

for the payment of all unpaid and unreported taxes) has paid all taxes and other

governmental assessments and charges that are material in amount, shown or

determined to be due on such returns, reports and declarations, except those

being contested in good faith and has set aside on its books provision

reasonably adequate for the payment of all taxes for periods subsequent to the

periods to which such returns, reports or declarations apply. There are no

unpaid taxes in any material amount claimed to be due by the taxing authority of

any jurisdiction, and the officers of the Company know of no basis for any such

claim.

(u) Certain Transactions. Except as set forth in the SEC Documents, and

except for arm's length transactions pursuant to which the Company makes

payments in the ordinary course of business upon terms no less favorable than

the Company could obtain from third parties and other than the grant of stock

options disclosed in the SEC Documents, none of the officers, directors, or

employees of the Company is presently a party to any transaction with the

Company (other than for services as employees, officers and directors),

including any contract, agreement or other arrangement providing for the

furnishing of services to or by, providing for rental of real or personal

property to or from, or otherwise requiring payments to or from any officer,

director or such employee or, to the knowledge of the Company, any corporation,

partnership, trust or other entity in which any officer, director, or any such

employee has a substantial interest or is an officer, director, trustee or

partner.

(v) Fees and Rights of First Refusal. The Company is not obligated to offer

the securities offered hereunder on a right of first refusal basis or otherwise

to any third parties including, but not limited to, current or former

shareholders of the Company, underwriters, brokers, agents or other third

parties.

4. COVENANTS.

(a) Best Efforts. Each party shall use its best efforts timely to satisfy

each of the conditions to be satisfied by it as provided in Sections 6 and 7 of

this Agreement.

(b) Form D. The Company agrees to file a Form D with respect to the

Conversion Shares as required under Regulation D and to provide a copy thereof

to each Buyer promptly after such filing. The Company shall, on or before the

Closing Date, take such action as the Company shall reasonably determine is

necessary to qualify the Conversion Shares, or obtain an exemption for the

Conversion Shares for sale to the Buyers at the Closing pursuant to this

Agreement under applicable securities or "Blue Sky" laws of the states of the

United States, and shall provide evidence of any such action so taken to the

Buyers on or prior to the Closing Date.

<PAGE>

Buyer(s) may sell all of the Conversion Shares without restriction pursuant to

Rule 144(k) promulgated under the 1933 Act (or successor thereto), or (ii) the

date on which (A) the Buyer(s) shall have sold all the Conversion Shares and (B)

none of the Convertible Debentures are outstanding (the "Registration Period"),

the Company shall file in a timely manner all reports required to be filed with

the SEC pursuant to the 1934 Act and the regulations of the SEC thereunder, and

the Company shall not terminate its status as an issuer required to file reports

under the 1934 Act even if the 1934 Act or the rules and regulations thereunder

would otherwise permit such termination.

(d) Use of Proceeds. The Company will use the proceeds from the sale of the

Convertible Debentures for general corporate and working capital purposes.

(e) Reservation of Shares. The Company shall take all action reasonably

necessary to at all times have authorized, and reserved for the purpose of

issuance, such number of shares of Common Stock as shall be necessary to effect

the issuance of the Conversion Shares. If at any time the Company does not have

available such shares of Common Stock as shall from time to time be sufficient

to effect the conversion of all of the Conversion Shares of the Company shall

call and hold a special meeting of the shareholders within thirty (30) days of

such occurrence, for the sole purpose of increasing the number of shares

authorized. The Company's management shall recommend to the shareholders to vote

in favor of increasing the number of shares of Common Stock authorized.

Management shall also vote all of its shares in favor of increasing the number

of authorized shares of Common Stock.

(f) Listings or Quotation. The Company shall promptly secure the listing or

quotation of the Conversion Shares upon each national securities exchange,

automated quotation system or The National Association of Securities Dealers

Inc.'s Over-The-Counter Bulletin Board ("OTCBB") or other market, if any, upon

which shares of Common Stock are then listed or quoted (subject to official

notice of issuance) and shall use its best efforts to maintain, so long as any

other shares of Common Stock shall be so listed, such listing of all Conversion

Shares from time to time issuable under the terms of this Agreement. The Company

shall maintain the Common Stock's authorization for quotation on the OTCBB.

(g) Fees and Expenses. Each of the Company and the Buyer(s) shall pay all

costs and expenses incurred by such party in connection with the negotiation,

investigation, preparation, execution and delivery of this Agreement, the Escrow

Agreement, the Investor Registration Rights Agreement, the Security Agreement

and the Irrevocable Transfer Agent Instructions. The Buyer(s) shall be entitled

to a ten percent (10%) discount on the Purchase Price.

On the First Closing Date, the Company shall pay to the Buyer a structuring

fee of $10,000 (the "Structuring Fee"). The Structuring Fee shall be paid

directly from the gross proceeds of the First Closing and shall be deemed fully

earned on the date hereof.

(h) Corporate Existence. So long as any of the Convertible Debentures

remain outstanding, the Company shall not directly or indirectly consummate any

merger, reorganization, restructuring, reverse stock split consolidation, sale

<PAGE>

of all or substantially all of the Company's assets or any similar transaction

or related transactions (each such transaction, an "Organizational Change")

unless (i) prior to the consummation an Organizational Change, the Company

obtains the written consent of each Buyer or (ii) all Convertible Debentures are

redeemed on or before the consummation of the Organizational Change. In any such

case, the Company will make appropriate provision with respect to such holders'

rights and interests to insure that the provisions of this Section 4(h) will

thereafter be applicable to the Convertible Debentures.

(i) Transactions With Affiliates. So long as any Convertible Debentures are

outstanding, the Company shall not, and shall cause each of its subsidiaries not

to, enter into, amend, modify or supplement, or permit any subsidiary to enter

into, amend, modify or supplement any agreement, transaction, commitment, or

arrangement with any of its or any subsidiary's officers, directors, person who

were officers or directors at any time during the previous two (2) years,

stockholders who beneficially own five percent (5%) or more of the Common Stock,

or Affiliates (as defined below) or with any individual related by blood,

marriage, or adoption to any such individual or with any entity in which any

such entity or individual owns a five percent (5%) or more beneficial interest

(each a "Related Party"), except for (a) customary employment arrangements and

benefit programs on reasonable terms, (b) any investment in an Affiliate of the

Company, (c) any agreement, transaction, commitment, or arrangement on an

arms-length basis on terms no less favorable than terms which would have been

obtainable from a person other than such Related Party, (d) any agreement

transaction, commitment, or arrangement which is approved by a majority of the

disinterested directors of the Company, for purposes hereof, any director who is

also an officer of the Company or any subsidiary of the Company shall not be a

disinterested director with respect to any such agreement, transaction,

commitment, or arrangement. "Affiliate" for purposes hereof means, with respect

to any person or entity, another person or entity that, directly or indirectly,

(i) has a ten percent (10%) or more equity interest in that person or entity,

(ii) has ten percent (10%) or more common ownership with that person or entity,

(iii) controls that person or entity, or (iv) shares common control with that

person or entity. "Control" or "controls" for purposes hereof means that a

person or entity has the power, direct or indirect, to conduct or govern the

policies of another person or entity. Notwithstanding the foregoing, this

Section shall not apply to transactions between the Company and any wholly owned

subsidiary.

(j) Transfer Agent. The Company covenants and agrees that, in the event

that the Company's agency relationship with the transfer agent should be

terminated for any reason prior to a date which is two (2) years after the

Closing Date, the Company shall immediately appoint a new transfer agent and

shall require that the new transfer agent execute and agree to be bound by the

terms of the Irrevocable Transfer Agent Instructions (as defined herein).

(k) Restriction on Issuance of the Capital Stock. So long as any

Convertible Debentures are outstanding, the Company shall not, without the prior

written consent of the Buyer(s), issue or sell shares of Common Stock or

Preferred Stock (i) without consideration or for a consideration per share less

than the Bid Price of the Common Stock determined immediately prior to its

issuance, (ii) any warrant, option, right, contract, call, or other security

instrument granting the holder thereof, the right to acquire Common Stock

without consideration or for a consideration less than such Common Stock's Bid

Price value determined immediately prior to it's issuance, (iii) enter into any

<PAGE>

security instrument granting the holder a security interest in any and all

assets of the Company, except that the Compay may grant a security interest to a

lender that provides purchase money financing for inventory and equipment and

such security interest relates solely to to the inventory and equipment so

purchased, or (iv) file any registration statement on Form S-8, except for the

Company's Amended and Restated 2002 Stock Plan (which Plan shall not be modified

during the Commitment Period and provided that the issuances under such Plan

comply with the other provisions of this Section 6.8.

5. TRANSFER AGENT INSTRUCTIONS.

The Company shall issue the Irrevocable Transfer Agent Instructions to its

transfer agent irrevocably appointing Butler Gonzalez LLP as its agent for

purpose of having certificates issued, registered in the name of the Buyer(s) or

its respective nominee(s), for the Conversion Shares representing such amounts

of Convertible Debentures as specified from time to time by the Buyer(s) to the

Company upon conversion of the Convertible Debentures, for interest owed

pursuant to the Convertible Debenture, and for any and all Liquidated Damages

(as this term is defined in the Investor Registration Rights Agreement). Butler

Gonzalez LLP shall be paid a cash fee of Fifty Dollars ($50) for every occasion

they act pursuant to the Irrevocable Transfer Agent Instructions. The Company

shall not change its transfer agent without the express written consent of the

Buyer(s), which may not be unreasonably withheld if the replacement transfer

agent enters into the Irrevocable Transfer Agent Instructions. Prior to

registration of the Conversion Shares under the 1933 Act, all such certificates

shall bear the restrictive legend specified in Section 2(g) of this Agreement.

The Company warrants that no instruction other than the Irrevocable Transfer

Agent Instructions referred to in this Section 5, and stop transfer instructions

to give effect to Section 2(g) hereof (in the case of the Conversion Shares

prior to registration of such shares under the 1933 Act) will be given by the

Company to its transfer agent and that the Conversion Shares shall otherwise be

freely transferable on the books and records of the Company as and to the extent

provided in this Agreement and the Investor Registration Rights Agreement.

Nothing in this Section 5 shall affect in any way the Buyer's obligations and

agreement to comply with all applicable securities laws upon resale of

Conversion Shares. If the Buyer(s) provides the Company with an opinion of

counsel, in form, scope and substance customary for opinions of counsel in

comparable transactions to the effect that registration of a resale by the

Buyer(s) of any of the Conversion Shares is not required under the 1933 Act, the

Company shall within two (2) business days instruct its transfer agent to issue

one or more certificates in such name and in such denominations as specified by

the Buyer. The Company acknowledges that a breach by it of its obligations

hereunder will cause irreparable harm to the Buyer by vitiating the intent and

purpose of the transaction contemplated hereby. Accordingly, the Company

acknowledges that the remedy at law for a breach of its obligations under this

Section 5 will be inadequate and agrees, in the event of a breach or threatened

breach by the Company of the provisions of this Section 5, that the Buyer(s)

shall be entitled, in addition to all other available remedies, to an injunction

restraining any breach and requiring immediate issuance and transfer, without

the necessity of showing economic loss and without any bond or other security

being required.

6. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.

The obligation of the Company hereunder to issue and sell the Convertible

Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or

before the Closing Dates, of each of the following conditions, provided that

<PAGE>

these conditions are for the Company's sole benefit and may be waived by the

Company at any time in its sole discretion:

(a) Each Buyer shall have executed this Agreement, the Security Agreement,

the Escrow Agreement and the Investor Registration Rights Agreement and the

Irrevocable Transfer Agent Instructions and delivered the same to the Company.

(b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase

Price for Convertible Debentures in respective amounts as set forth next to each

Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have

delivered the net proceeds to the Company by wire transfer of immediately

available U.S. funds pursuant to the wire instructions provided by the Company.

correct in all material respects as of the date when made and as of the Closing

Dates as though made at that time (except for representations and warranties

that speak as of a specific date), and the Buyer(s) shall have performed,

satisfied and complied in all material respects with the covenants, agreements

and conditions required by this Agreement to be performed, satisfied or complied

with by the Buyer(s) at or prior to the Closing Dates.

7. CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE.

The obligation of the Buyer(s) hereunder to purchase the Convertible

Debentures at the Closing is subject to the satisfaction, at or before the

Closing Date, of each of the following conditions:

(a) The Company shall have executed this Agreement, the Security Agreement,

the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer

Instructions and the Investor Registration Rights Agreement, and delivered the

same to the Buyer(s).

(b) The Common Stock shall be authorized for quotation on the OTCBB,

trading in the Common Stock shall not have been suspended for any reason and all

of the Conversion Shares issuable upon conversion of the Convertible Debentures

shall be approved the OTCBB.

correct in all material respects (except to the extent that any of such

representations and warranties is already qualified as to materiality in Section

3 above, in which case, such representations and warranties shall be true and

correct without further qualification) as of the date when made and as of the

Closing Dates as though made at that time (except for representations and

warranties that speak as of a specific date) and the Company shall have

performed, satisfied and complied in all material respects with the covenants,

agreements and conditions required by this Agreement to be performed, satisfied

or complied with by the Company at or prior to the Closing Dates. If requested

<PAGE>

by the Buyer, the Buyer shall have received a certificate, executed by the

President of the Company, dated as of the Closing Dates, to the foregoing effect

and as to such other matters as may be reasonably requested by the Buyer

including, without limitation an update as of the Closing Dates regarding the

representation contained in Section 3(c) above.

(d) The Company shall have executed and delivered to the Buyer(s) the

Convertible Debentures in the respective amounts set forth opposite each

Buyer(s) name on Schedule I attached hereto.

(e) The Buyer(s) shall have received an opinion of counsel from the

Company's counsel in the form attached hereto as Exhibit E.

(f) The Company shall have provided to the Buyer(s) a certificate of good

standing from the secretary of state from the state in which the company is

incorporated.

(g) As of the Closing Date, the Company shall have reserved out of its

authorized and unissued Common Stock, solely for the purpose of effecting the

conversion of the Convertible Debentures, shares of Common Stock to effect the

conversion of all of the Conversion Shares then outstanding.

(h) The Irrevocable Transfer Agent Instructions, in form and substance

satisfactory to the Buyer, shall have been delivered to and acknowledged in

writing by the Company's transfer agent.

(i) The Company shall have provided to the Buyer an acknowledgement, to the

satisfaction of the Buyer from _______ as to its ability to provide all consents

required in order to file a registration statement in connection with this

transaction.

(j) The Company shall have filed a form UCC-1 or such other forms as may be

required to perfect the Buyer's interest in the Pledged Property and Pledged

Collateral as detailed in the Security Agreement dated the date hereof and

provided proof of such filing to the Buyer(s).

(k) With respect to the Second Closing, the Company shall have filed a

registration statement with the SEC pursuant to the Investor Registration Rights

Agreement of even date herewith.

8. INDEMNIFICATION.

(a) In consideration of the Buyer's execution and delivery of this

Agreement and acquiring the Convertible Debentures and the Conversion Shares

hereunder, and in addition to all of the Company's other obligations under this

Agreement, the Company shall defend, protect, indemnify and hold harmless the

Buyer(s) and each other holder of the Convertible Debentures and the Conversion

Shares, and all of their officers, directors, employees and agents (including,

without limitation, those retained in connection with the transactions

contemplated by this Agreement) (collectively, the "Buyer Indemnitees") from and

against any and all actions, causes of action, suits, claims, losses, costs,

penalties, fees, liabilities and damages, and expenses in connection therewith

(irrespective of whether any such Buyer Indemnitee is a party to the action for

which indemnification hereunder is sought), and including reasonable attorneys'

fees and disbursements (the "Indemnified Liabilities"), incurred by the Buyer

Indemnitees or any of them as a result of, or arising out of, or relating to (a)

any misrepresentation or breach of any representation or warranty made by the

Company in this Agreement, the Convertible Debentures or the Investor

Registration Rights Agreement or any other certificate, instrument or document

contemplated hereby or thereby, (b) any breach of any covenant, agreement or

obligation of the Company contained in this Agreement, or the Investor

Registration Rights Agreement or any other certificate, instrument or document

contemplated hereby or thereby, or (c) any cause of action, suit or claim

brought or made against such Indemnitee and arising out of or resulting from the

execution, delivery, performance or enforcement of this Agreement or any other

instrument, document or agreement executed pursuant hereto by any of the

Indemnities, any transaction financed or to be financed in whole or in part,

directly or indirectly, with the proceeds of the issuance of the Convertible

Debentures or the status of the Buyer or holder of the Convertible Debentures

the Conversion Shares, as a Buyer of Convertible Debentures in the Company. To

the extent that the foregoing undertaking by the Company may be unenforceable

for any reason, the Company shall make the maximum contribution to the payment

and satisfaction of each of the Indemnified Liabilities, which is permissible

under applicable law.

(b) In consideration of the Company's execution and delivery of this

Agreement, and in addition to all of the Buyer's other obligations under this

Agreement, the Buyer shall defend, protect, indemnify and hold harmless the

Company and all of its officers, directors, employees and agents (including,

without limitation, those retained in connection with the transactions

contemplated by this Agreement) (collectively, the "Company Indemnitees") from

and against any and all Indemnified Liabilities incurred by the Indemnitees or

any of them as a result of, or arising out of, or relating to (a) any

misrepresentation or breach of any representation or warranty made by the

Buyer(s) in this Agreement, , instrument or document contemplated hereby or

thereby executed by the Buyer, (b) any breach of any covenant, agreement or

obligation of the Buyer(s) contained in this Agreement, the Investor

Registration Rights Agreement or any other certificate, instrument or document

contemplated hereby or thereby executed by the Buyer, or (c) any cause of

action, suit or claim brought or made against such Company Indemnitee based on

material misrepresentations or due to a material breach and arising out of or

resulting from the execution, delivery, performance or enforcement of this

Agreement, the Investor Registration Rights Agreement or any other instrument,

document or agreement executed pursuant hereto by any of the Company

Indemnitiees. To the extent that the foregoing undertaking by each Buyer may be

unenforceable for any reason, each Buyer shall make the maximum contribution to

the payment and satisfaction of each of the Indemnified Liabilities, which is

permissible under applicable law.

9. GOVERNING LAW: MISCELLANEOUS.

(a) Governing Law. This Agreement shall be governed by and interpreted in

accordance with the laws of the State of New Jersey without regard to the

principles of conflict of laws. The parties further agree that any action

between them shall be heard in Hudson County, New Jersey, and expressly consent

to the jurisdiction and venue of the Superior Court of New Jersey, sitting in

Hudson County and the United States District Court for the District of New

Jersey sitting in Newark, New Jersey for the adjudication of any civil action

asserted pursuant to this Paragraph.

<PAGE>

(b) Counterparts. This Agreement may be executed in two or more identical

counterparts, all of which shall be considered one and the same agreement and

shall become effective when counterparts have been signed by each party and

delivered to the other party. In the event any signature page is delivered by

facsimile transmission, the party using such means of delivery shall cause four

(4) additional original executed signature pages to be physically delivered to

the other party within five (5) days of the execution and delivery hereof.

reference and shall not form part of, or affect the interpretation of, this

Agreement.

(d) Severability. If any provision of this Agreement shall be invalid or

unenforceable in any jurisdiction, such invalidity or unenforceability shall not

affect the validity or enforceability of the remainder of this Agreement in that

jurisdiction or the validity or enforceability of any provision of this

Agreement in any other jurisdiction.

(e) Entire Agreement, Amendments. This Agreement supersedes all other prior

oral or written agreements between the Buyer(s), the Company, their affiliates

and persons acting on their behalf with respect to the matters discussed herein,

and this Agreement and the instruments referenced herein contain the entire

understanding of the parties with respect to the matters covered herein and

therein and, except as specifically set forth herein or therein, neither the

Company nor any Buyer makes any representation, warranty, covenant or

undertaking with respect to such matters. No provision of this Agreement may be

waived or amended other than by an instrument in writing signed by the party to

be charged with enforcement.

(f) Notices. Any notices, consents, waivers, or other communications

required or permitted to be given under the terms of this Agreement must be in

writing and will be deemed to have been delivered (i) upon receipt, when

delivered personally; (ii) upon confirmation of receipt, when sent by facsimile;

(iii) three (3) days after being sent by U.S. certified mail, return receipt

requested, or (iv) one (1) day after deposit with a nationally recognized

overnight delivery service, in each case properly addressed to the party to

receive the same. The addresses and facsimile numbers for such communications

shall be:

If to the Company, to: Provectus Pharmaceuticals, Inc.

327 Oak Ridge Highway, Suite A

Knoxville, TN 37931

Attention: Craig Dees

Telephone: (865) 769-4011

Facsimile: (865) 769-4013

With a copy to: Baker, Donelson, Bearman, Caldwell & Berkowiz, P.C.

207 Mockingbird Lane

Post Office Box 3038 CRS

Johnson City, TN 37602

Attention: Linda Crouch

Telephone: (423) 928-0181

Facsimile: (423) 928-5684

<PAGE>

If to the Transfer Agent, to: Atlas Stock Transfer Corporation

5899 South State Street

Salt Lake City, UT 84107

Attention: Pamela S. Gray

Telephone: (801) 266-

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