FORM OF WARRANT

                                                                     EXHIBIT 4.2

                                 FORM OF WARRANT

         THESE   SECURITIES HAVE NOT BEEN REGISTERED   UNDER THE SECURITIES ACT OF

         1933, AS AMENDED,   OR THE   SECURITIES   LAWS OF ANY STATE AND MAY NOT BE

         SOLD OR OFFERED   FOR SALE IN THE ABSENCE OF AN   EFFECTIVE   REGISTRATION

         STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE

         ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

                         PROVECTUS PHARMACEUTICALS, INC.

                          COMMON STOCK PURCHASE WARRANT

1.   Issuance;   Certain   Definitions.   In   consideration   of   good   and   valuable

consideration,   the   receipt   of   which   is   hereby   acknowledged   by   PROVECTUS

PHARMACEUTICALS,   INC., a Nevada   corporation (the "Company"),   _____________ or

registered assigns (the "Holder") is hereby granted the right to purchase at any

time until 5:00 p.m., New York City time, on _______, 2007, ____________________

(_________) fully paid and   nonassessable   shares of the Company's Common Stock,

$0.001 par value per share (the "Common   Stock"),   at an initial   exercise price

per   share   (the   "Exercise   Price")   of $1.00 per   share,   subject   to   further

adjustment as set forth herein.   Capitalized   terms not otherwise herein defined

shall have the meanings   ascribed to them in the Securities   Purchase   Agreement

between the Company and the Holder dated _______, 2004 (the "Agreement").

2.   Exercise of Warrants.

    2.1    Method of Exercise.

    (a)    This Warrant is   exercisable   in whole or in part at any time and from

          time to time.   Such exercise shall be effectuated by submitting to the

          Company    (either   by   delivery    to   the   Company   or   by    facsimile

          transmission   as provided   in Section 8 hereof) a   completed   and duly

          executed   Notice of Exercise   (substantially   in the form   attached to

          this Warrant) as provided in this   paragraph.   The date such Notice of

          Exercise   is   faxed   to the   Company   shall   be the   "Exercise   Date,"

          provided   that   the   Holder   of   this   Warrant   tenders   this   Warrant

          Certificate to the Company   within five (5) business days   thereafter.

          The Notice of Exercise shall be executed by the Holder of this Warrant

          and shall indicate the number of shares then being purchased   pursuant

          to such exercise. Upon surrender of this Warrant Certificate, together

          with   appropriate   payment   of the   Exercise   Price for the   shares of

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          Common   Stock   purchased,   the Holder   shall be   entitled to receive a

          certificate   or   certificates   for   the   shares   of   Common   Stock   so

          purchased.

    (b)    If the Notice of Exercise form elects a "cash" exercise,   the Exercise

          Price per share of Common   Stock for the shares   then being   exercised

          shall be payable in cash or by certified or official bank check.

    (c)    The Holder shall be deemed to be the holder of the shares   issuable to

          it in   accordance   with   the   provisions   of this   Section   2.1 on the

          Exercise Date

     2.2 Limitation on Exercise. Notwithstanding the provisions of this Warrant,

the Agreement or of the other Transaction Agreements, in no event (except (i) as

specifically   provided in this Warrant as an exception to this   provision,   (ii)

while there is   outstanding   a tender   offer for any or all of the shares of the

Company's Common Stock, or (iii) at the Holder's option,   on at least sixty-five

(65) days' advance   written notice from the Holder) shall the Holder be entitled

to exercise   this   Warrant,   or shall the Company have the   obligation   to issue

shares upon such   exercise   of all or any portion of this   Warrant to the extent

that,   after such   exercise   the sum of (1) the number of shares of Common Stock

beneficially owned by the Holder and its affiliates (other than shares of Common

Stock   which may be deemed   beneficially   owned   through   the   ownership   of the

unexercised   portion of the Warrants or other rights to purchase   Common Stock),

and (2) the number of shares of Common Stock   issuable   upon the exercise of the

Warrants with respect to which the   determination of this proviso is being made,

would result in   beneficial   ownership by the Holder and its   affiliates of more

than 4.99% of the outstanding   shares of Common Stock (after taking into account

the shares to be issued to the Holder upon such   exercise).   For purposes of the

proviso to the immediately   preceding   sentence,   beneficial   ownership shall be

determined in accordance   with Section 13(d) of the   Securities   Exchange Act of

1934, as amended (the "1934 Act"), except as otherwise provided in clause (1) of

such sentence.   The Holder,   by its   acceptance of this Warrant,   further agrees

that if the Holder   transfers or assigns any of the   Warrants,   such   assignment

shall be made subject to the transferee's or assignee's specific agreement to be

bound by the   provisions   of this Section 2.2 as if such   transferee or assignee

were the original Holder hereof.

3. Reservation of Shares. The Company hereby agrees that at all times during the

term of this Warrant   there shall be reserved for issuance upon exercise of this

Warrant   such   number of shares of its   Common   Stock as