PROVECTUS PHARMACEUTICALS, INC. COMMON STOCK PURCHASE WARRANT

EXHIBIT 4.11

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"), _________________

(the "Holder"), a registered assign of Network 1 Financial Securities, Inc., is

hereby granted the right to purchase at any time until 5:00 p.m., New York City

time, August 15, 2007, up to _________________ (__________) fully paid and

nonassessable shares of the Company's Common Stock, $0.001 par value per share

(the "Common Stock"), at an exercise price per share (the "Exercise Price") of

$1.00 per share, subject to adjustment as set forth herein. Capitalized terms

not otherwise herein defined shall have the meanings ascribed to them in the

Financial Advisory and Investment Banking Agreement between the Company and the

Holder dated August 15, 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

Common Stock purchased, the Certificate(s) representing the Shares

being purchased shall be delivered to the Holder or his assignees

within a reasonable time, not exceeding ten (10) days, after the

rights represented by this Warrant have been so exercised.

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

Holder shall thereby be entitled to receive a number of shares of

Common Stock computed using the following formula:

X = Y (A-B)

-------

A

For purposes of this formula, the following applies:

X = the number of shares of Common Stock to be

issued to the Holder

Y = the number of shares of Common Stock

purchasable under this Warrant or, if only a

portion of this Warrant is being exercised,

the portion of this Warrant being exercised

(at the date of such calculation)

A = the Market Price as of the date of exercise

B = the Exercise Price as of the date of exercise

For the purposes of this Warrant, the term "Market Price"

shall be the closing price of the Common Stock as reported

by the Reporting Service for the relevant date. The holder

may not elect a "cashless" exercise until one year from the

date hereof or any time when there is a currently effective

Registration Statement for the shares of Common Stock

underlying the warrants.

(c) 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.

(d) 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

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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 9.99% 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 shall be required for

issuance upon exercise of this Warrant (the "Warrant Shares").

4. Mutilation or Loss of Warrant. Upon receipt by the Company of evidence

satisfactory to it of the loss, theft, destruction or mutilation of this

Warrant, and (in the case of loss, theft or destruction) receipt of reasonably

satisfactory indemnification, and (in the case of mutilation) upon surrender and

cancellation of this Warrant, the Company will execute and deliver a duplicate

Warrant and any such lost, stolen, destroyed or mutilated Warrant shall

thereupon become void.

5. Rights of the Holder. The Holder shall not, by virtue hereof, be entitled to

any rights of a stockholder in the Company, either at law or equity, and the

rights of the Holder are limited to those expressed in this Warrant and are not

enforceable against the Company except to the extent set forth herein.

6. Protection Against Dilution and Other Adjustments.

6.1 Adjustment Mechanism. If an adjustment of the Exercise Price is

required pursuant to this Section 6, the Holder shall be entitled to purchase

such number of additional shares of Common Stock as will cause (i) the total

number of shares of Common Stock Holder is entitled to purchase pursuant to this

Warrant, multiplied by (ii) the adjusted Exercise Price per share, to equal

(iii) the dollar amount of the total number of shares of Common Stock Holder is

entitled to purchase before adjustment multiplied by the total Exercise Price

immediately before adjustment.

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6.2 Capital Adjustments. In case of any stock split or reverse stock split,

stock dividend, reclassification of the Common Stock, recapitalization, merger

or consolidation, or like capital adjustment affecting the Common Stock of the

Company prior to the exercise of this Warrant or its applicable portion, the

provisions of this Section 6 shall be applied as if such capital adjustment

event had occurred immediately prior to the exercise date of this Warrant and

the original Exercise Price had been fairly allocated to the stock resulting

from such capital adjustment; and in other respects the provisions of this

Section shall be applied in a fair, equitable and reasonable manner so as to

give effect, as nearly as may be, to the purposes hereof.

6.3 Spin Off. If, for any reason, prior to the exercise of this Warrant in

full, the Company spins off or otherwise divests itself of a part of its

business or operations or disposes all or of a part of its assets in a

transaction (the "Spin Off") in which the Company does not receive compensation

for such business, operations or assets, but causes securities of another entity

to be issued to security holders of the Company, then the Company shall notify

the Holder at least thirty (30) days prior to the record date with respect to

such Spin-Off.

6.4 Dissolution, Liquidation. In case of the voluntary or involuntary

dissolution, liquidation or winding up of the Company (other than in connection

with a reorganization, consolidation, merger, or other transaction covered by

paragraph 6.2 above) is at any time proposed, the Company shall give at least

thirty days prior written notice to the Holder. Such notice shall contain: (a)

the date on which the transaction is to take place; (b) the record date (which

shall be at least thirty (30) days after the giving of the notice) as of which

holders of Common Stock will be entitled to receive distributions as a result of

the transaction; (c) a brief description of the transaction, (d) a brief

description of the distributions to be made to holders of Common Stock as a

result of the transaction; and (d) an estimate of the fair value of the

distributions. On the date of the transaction, if it actually occurs, this

Warrant and all rights under this Warrant shall terminate.

6.5 Notice of Adjustment. On the happening of an event requiring an

adjustment of the Exercise Price or the shares purchasable under this Warrant,

the Copmany shall immediately give written notice to the Holder stating the

adjusted Exercise Price and the adjusted number and kind of securities or other

property purchasable under this Warrant resulting from the event and setting

forth in reasonable detail the method of calculation and the facts upon which

the calculation is based.

7. Rights of Holder. The Company shall deliver to the Holder all notices and

other information provided to its holders of shares of Common Stock or other

securities which may be issuable hereunder concurrently with the delivery of

such information to the holders. This Warrant does not entitle the Holder to any

voting rights or, except for the foregoing notice provisions, any other rights

as a shareholder of the Company. No dividends are payable or will accrue on this

Warrant or the shares of Common Stock purchasable under this Warrant until, and

except to the extent that, this Warrant is exercised. Upon the surrender of this

Warrant and payment of the Exercise Price as provided above, the person or

entity entitled to receive the shares of Common Stock issuable upon such

exercise shall be treated for all purposes as the record holder of such shares

as of the close of business on the date of the surrender of this Warrant for

exercise as provided above. Upon the exercise of this Warrant, the Holder shall

have all of the rights of a shareholder in the Company.

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8. Exchange for Other Denominations. This Warrant is exchangeable, on its

surrender by the Holder to the Company, for a new Warrant of like tenor and date

representing in the aggregate the right to purchase the balance of the number of

shares purchasable under this Warrant in denominations and subject to

restrictions on transfer contained herein, in the names designated by the Holder

at the time of surrender.

9. Transfer to Comply with the Securities Act; Registration Rights.

9.1 Transfer. This Warrant has not been registered under the Securities Act

of 1933, as amended, (the "Act") and has been issued to the Holder for

investment and not with a view to the distribution of either the Warrant or the

Warrant Shares. Except for transfers to officers, employees and affiliates of

the Holder, neither this Warrant nor any of the Warrant Shares or any other

security issued or issuable upon exercise of this Warrant may be sold,

transferred, pledged or hypothecated in the absence of an effective registration

statement under the Act relating to such security or an opinion of counsel

satisfactory to the Company that registration is not required under the Act.

Each certificate for the Warrant, the Warrant Shares and any other security

issued or issuable upon exercise of this Warrant shall contain a legend on the

face thereof, in form and substance satisfactory to counsel for the Company,

setting forth the restrictions on transfer contained in this Section.

9.2 Registration Rights. As used in this Section 9.2, the following terms

shall have the following respective meanings:

"Registrable Securities" shall mean (i) the Warrant Shares, and (ii) any

sh