United States Securities And Exchange Commission
                              Washington, DC 20549
--------------------------------------------------------------------------------

                                    FORM 8-K

                                 Current Report
                     Pursuant To Section 13 or 15(d) of the
                         Securities Exchange Act Of 1934


Date of Report (Date of earliest event reported):           November 19, 2002
                                                           ---------------------


                         Provectus Pharmaceuticals, INC.
               (Exact Name of Registrant as Specified in Charter)


            Nevada                        0-9410               90-0031917
--------------------------------------------------------------------------------
(State or Other Jurisdiction of         (Commission         (I.R.S. Employer
Incorporation or Organization)         File Number)      Identification Number)

7327 Oak Ridge Highway, Suite A, Knoxville, Tennessee              37931
--------------------------------------------------------------------------------
       (Address of Principal Executive Offices)                 (Zip Code)

Registrant's telephone number, including area code:         865/769-4011
--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>
Item 2.  Acquisition or Disposition of Assets.

         On  November  19,  2002,  Provectus  Pharmaceuticals,  Inc.,  a  Nevada
corporation   (the   "Company"),   announced   that  it  had   acquired   Valley
Pharmaceuticals,  Inc., a Tennessee corporation formerly known as Photogen, Inc.
("Valley"),  from the holders of Valley's  issued and  outstanding  common stock
(the "Valley Stockholders") by means of a merger of a wholly owned subsidiary of
the Company  with and into Valley (the  "Merger").  The Merger was  accomplished
pursuant to an  Agreement  and Plan of  Reorganization  dated as of November 15,
2002 among the  Company,  its  wholly  owned  subsidiary,  Valley and the Valley
Stockholders  (the  "Reorganization  Agreement"),  a copy of  which  is filed as
Exhibit 2.1 hereto. By virtue of the Merger, Valley changed its name to "Xantech
Pharmaceuticals, Inc."

         The  assets  owned  by  Valley  consist   principally  of  intellectual
property,  including issued U.S. patents and patentable inventions,  and certain
office and  laboratory  equipment and  inventory.  The Company  intends to cause
Xantech Pharmaceuticals to use these assets in order to develop (i) prescription
drugs,  medical and other devices (including laser devices) and over-the-counter
pharmaceuticals in the fields of dermatology and oncology, and (ii) technologies
for the  preparation  of human and  animal  vaccines,  diagnosis  of  infectious
diseases and enhanced production of genetically engineered drugs.

     The  Valley  Stockholders  consist  of the five  scientists  who  initially
founded Photogen,  Inc. and certain entities  benefiting them and the members of
their respective families. When known as Photogen, Inc., Valley previously was a
wholly owned  subsidiary of Photogen  Technologies,  Inc., a Nevada  corporation
("Technologies").  The  Valley  Stockholders  acquired  all  of the  issued  and
outstanding  stock of Valley,  in exchange for the  redemption of their stock in
Technologies, pursuant to a Separation Agreement dated as of July 29, 2002 among
Technologies,  Photogen,  the Valley Stockholders and certain other stockholders
of  Technologies.  The Valley  Stockholders  include H. Craig Dees,  Ph.D.,  the
Company's  Chief  Executive  Officer,  Timothy C. Scott,  Ph.D.,  the  Company's
President,  and Eric A. Wachter, the Company's Executive Vice President, as well
as certain entities organized for the benefit of the respective families of Drs.
Dees, Scott and Wachter.

         As  consideration  for the  acquisition  of  Valley,  in the Merger the
Company issued an aggregate of 500,007 of its common shares, $.001 par value per
share (the "Common  Shares") to the Valley  Stockholders,  including  Drs. Dees,
Scott and Wachter and the entities organized for the benefit of their respective
families.  The Company believes that the terms of the  Reorganization  Agreement
are no less favorable to the Company than terms that could have been  determined
through arms-length bargaining.

Item 5.  Other Events.

1. The Company  issued a press release dated  November 20, 2002  announcing  the
acquisition  of Valley.  A copy of that news release is filed as Exhibit 99.1
                                                                    ------------
to this Current Report on Form 8-K.

Item 7.  Financial Statements, Pro Forma Financial Information and
Exhibits.

(a)      Financial Statements of Businesses Acquired.

         Pursuant to Rules 3-05(a)(2) and 11-01(d) of Regulation S-X, the
Company has determined that the assets acquired in the Merger do not constitute
the acquisition of a "business" within the meaning of Rule 11-01(d) of
Regulation S-X. This determination is based on the following factors:

1. The assets owned by Valley consisted entirely of intellectual property and
office and laboratory equipment required to continue development of the
technologies embodied in that intellectual property. Valley did not receive any
other assets from Technologies at the time of its split-off from Technologies,
including such indicia of a "business" as accounts receivable, customer lists.

2. At the time of its acquisition by the Company in the Merger, Valley had no
customer base and no continuing operations. Neither Technologies (prior to the
separation of Valley and Technologies) nor Valley (subsequent to the separation)
had any distribution mechanisms or sales force for the sale of products
embodying the acquired intellectual property and technologies.

3. Neither Technologies (prior to the separation of Valley and Technologies) nor
Valley (subsequent to the separation) had generated any revenues from the assets
acquired by the Company in the Merger. The intellectual property assets acquired
by the Company are developmental in nature, and will require the investment of
additional capital in order to achieve commercialization.

         In view of the determination described above, the Company has
determined that it has no obligation to file the financial statements otherwise
required by Item 7(a)(2) of Form 8-K.

                                       1
<PAGE>

(b)      Pro Forma Financial Information.

          In view of the determination described in Item 7(a) above, the Company
has determined that it has no obligation to file the pro forma financial
information otherwise required by Item 7(b)(2) of Form 8-K.

(c)      Exhibits.

         Exhibits required by Item 601 of Regulation S-B are incorporated herein
by reference and are listed on the attached Exhibit Index,  which begins on page
X-1 of this Current Report on Form 8-K.



                                       2

<PAGE>


                                   Signatures

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                    Provectus Pharmaceuticals, Inc.


Dated:   November 26, 2002          By: /s/Timothy C. Scott
                                        ---------------------------
                                        Timothy C. Scott
                                        President




                                       3
<PAGE>

                                  Exhibit Index

Exhibit No.                                                  Description

   2.1*   Agreement  and Plan of  Reorganization  dated as of November  15, 2002
          among  the  Company,  Provectus  Pharmaceuticals,  Inc.,  a  Tennessee
          corporation  and a wholly  owned  subsidiary  of the  Company,  Valley
          Pharmaceuticals,  Inc.,  a  Tennessee  corporation  formerly  known as
          Photogen,  Inc., H. Craig Dees, Ph.D., Dees Family Foundation,  Walter
          Fisher,  Ph.D.,  Fisher Family Investment  Limited  Partnership,  Walt
          Fisher 1998 Charitable  Remainder  Unitrust,  Timothy C. Scott, Ph.D.,
          Scott Family Investment Limited  Partnership,  John T. Smolik,  Smolik
          Family  LLP,  Eric  A.  Wachter,  Ph.D.,  and  Eric  A.  Wachter  1998
          Charitable Remainder Unitrust.

  99.1    Press Release of the Company dated November 20, 2002.

--------------------

     *    The  Company  agrees by this filing to  supplementally  furnish to the
          Commission,  upon request,  a copy of the exhibits and/or schedules to
          this agreement.

                                      X-1
<PAGE>

                                  Exhibit 2.1
                                  -----------

                      Agreement and Plan of Reorganization

                          dated as of November 15, 2002


                                  by and among


                        PROVECTUS PHARMACEUTICALS, INC.,
                              a Nevada corporation


                        PROVECTUS PHARMACEUTICALS, INC.,
                             a Tennessee corporation


                          VALLEY PHARMACEUTICALS, INC.,
                             a Tennessee corporation


                                       and


                              H. CRAIG DEES, PH.D.,
                             DEES FAMILY FOUNDATION,
                              WALTER FISHER, PH.D.,
                  FISHER FAMILY INVESTMENT LIMITED PARTNERSHIP,
                 WALT FISHER 1998 CHARITABLE REMAINDER UNITRUST,
                            TIMOTHY C. SCOTT, PH.D.,
                  SCOTT FAMILY INVESTMENT LIMITED PARTNERSHIP,
                                 JOHN T. SMOLIK,
                               SMOLIK FAMILY LLP,
                           ERIC A. WACHTER, PH.D., AND
               ERIC A. WACHTER 1998 CHARITABLE REMAINDER UNITRUST,
                the stockholders of Valley Pharmaceuticals, Inc.





<PAGE>

                                            AGREEMENT AND PLAN OF REORGANIZATION
--------------------------------------------------------------------------------



                                Table of Contents

                                                                            Page

Table of Contents..............................................................i


Index to Exhibits.............................................................ii


Recitals 1


1. Definitions and Construction................................................2

   1.01. Certain Definitions...................................................2
   1.02. Other Definitions.....................................................3
   1.03. Rules of Interpretation...............................................3
   1.04. Headings..............................................................4
   1.05. Construction..........................................................4

2. The Merger..................................................................4

   2.01. The Merger............................................................4
   2.02. Effective Time........................................................5
   2.03. Surviving Corporation.................................................5
   2.04. Conversion of Company Shares in the Merger............................5
   2.05. Conversion of Subsidiary Shares in the Merger.........................5
   2.06. Surrender and Exchange of Certificates................................6

3. Closing.....................................................................6

   3.01. Time and Place of Closing.............................................6
   3.02. Conditions Precedent to Obligations of the Shareholders
         and the Company.......................................................6
   3.03. Conditions Precedent to Obligations of the Parent
         and the Subsidiary....................................................7
   3.04. Company's and Shareholders' Performance at Closing....................7
   3.05. Parent's Performance at Closing.......................................8
   3.06. Termination in Absence of Closing.....................................8

4. Representations and Warranties of the Company and Shareholders..............9

   4.01. Organization and Standing.............................................9
   4.02. Capitalization........................................................9
   4.03. Subsidiaries, Etc....................................................10
   4.04. Authority for Agreements; No Conflicts...............................10
   4.05. Governmental Authorizations..........................................10
   4.06. Litigation...........................................................10
   4.07. Compliance with Laws.................................................11
   4.08. Accuracy of Information..............................................11
   4.09. Acquisition of the Parent Shares.....................................11

5. Representations and Warranties of the Parent and the Subsidiary............11

   5.01. Organization.........................................................11
   5.02. Capitalization.......................................................11
   5.03. Authority for Agreements.............................................12
   5.04. Governmental Authorizations..........................................12
   5.05. Litigation...........................................................12
   5.06. Financial Statements and Reports; Absence of Liabilities.............12
   5.07. Compliance with Laws.................................................13
   5.08. Accuracy of Information..............................................13

                                       i
<PAGE>

6. Post-Closing Obligations...................................................13

   6.01. Further Assurances...................................................13
   6.02. Transfer of Parent Shares............................................13

7. Amendment and Waiver.......................................................14

   7.01. Assignment and Amendment of Agreement................................14
   7.02. Waiver...............................................................15

8. General Provisions.........................................................15

   8.01. Notices..............................................................15
   8.02. Entire Agreement.....................................................15
   8.03. Severability.........................................................15
   8.04. Governing Law; Venue of Actions......................................16
   8.05. Counterparts.........................................................16

Signatures....................................................................17





                                Index to Exhibits


Exhibit A.....................................Shareholders' Beneficial Ownership


Exhibit B...........................................Agreement and Plan of Merger


Exhibit C.....................................................Articles of Merger


Exhibit D..........Amended and Restated Charter of Xantech Pharmaceuticals, Inc.


Exhibit E................................Bylaws of Xantech Pharmaceuticals, Inc.



                                       ii


<PAGE>


                      Agreement and Plan of Reorganization


         This Agreement and Plan of  Reorganization  (this  "Agreement") is made
and entered  into as of November  15, 2002 (the  "Effective  Date") by and among
Provectus Pharmaceuticals,  Inc., a Nevada corporation (the "Parent"); Provectus
Pharmaceuticals,  Inc., a Tennessee corporation and a wholly owned subsidiary of
the  Parent  (the  "Subsidiary");  Valley  Pharmaceuticals,  Inc.,  a  Tennessee
corporation  formerly known as Photogen,  Inc. (the  "Company");  H. Craig Dees,
Ph.D.,  an  individual  resident  of the  State of  Tennessee,  and Dees  Family
Foundation  (collectively,  the "Dees  Shareholders");  Walter Fisher, Ph.D., an
individual resident of the State of Tennessee,  Fisher Family Investment Limited
Partnership,  and Walt Fisher 1998 Charitable Remainder Unitrust  (collectively,
the "Fisher  Shareholders");  Timothy C. Scott, Ph.D., an individual resident of
the  State  of  Tennessee,  and  Scott  Family  Investment  Limited  Partnership
(collectively, the "Scott Shareholders"); John T. Smolik, an individual resident
of the State of  Tennessee,  and Smolik  Family LLP  (collectively,  the "Smolik
Shareholders");  and Eric A. Wachter, Ph.D., an individual resident of the State
of  Tennessee,   and  Eric  A.  Wachter  1998  Charitable   Remainder   Unitrust
(collectively,  the "Wachter Shareholders" and, with the Dees Shareholders,  the
Fisher  Shareholders,  the Scott Shareholders and the Smolik  Shareholders,  the
"Shareholders").

                                    Recitals

A.  Pursuant  to the  Separation  Agreement  dated as of July 29, 2002 among the
Shareholders,  Photogen Technologies,  Inc. ("Photogen"), the Company, Robert J.
Weinstein,   M.D.,  Stuart  P.  Levine  and  Tannebaum,   LLC  (the  "Separation
Agreement"),  Photogen  purchased  and redeemed from the  Shareholders,  and the
Shareholders sold to Photogen, all of the shares of Photogen's common stock, par
value $.001 per share (the "Photogen Shares") held by the Shareholders.

B. Pursuant to the Separation Agreement,  Photogen sold and delivered to Timothy
C. Scott,  Ph.D. (the "Agent'),  as agent for the  Shareholders  pursuant to the
Stock  Ownership  and Agency  Agreement  dated as of November 15, 2002 among the
Company and the  Shareholders  (the  "Ownership  Agreement"),  500 shares of the
Company's common stock, $.01 par value per share (the "Company Shares").

C. The Agent,  as agent for the  Shareholders,  is the record  owner,  and the
Shareholders  are the beneficial  owners,  of all of the issued and  outstanding
Company Shares.

D. The Boards of Directors  of the Parent,  the  Subsidiary  and the Target have
approved  the  acquisition  of the  Target  by  the  Parent,  and in  connection
therewith  the Merger (as  defined in  Section  2.01  hereof),  on the terms and
subject to the  conditions  set forth in this Agreement and in the Agreement and
Plan of Merger  attached  hereto as  Exhibit B to this  Agreement  (the  "Merger
Agreement").

E. It is intended that this  transaction be a tax free  reorganization  as set
forth  inss.  368(a) of the  Internal  Revenue  Code of 1986,  as  amended  (the
"Code").

                                    Agreement

         THEREFORE, in consideration of the Recitals set forth above, the mutual
covenants  and  agreements  set  forth  herein,  and  other  good  and  valuable
consideration, the receipt and sufficiency of which hereby are acknowledged, the
Parent,  the  Subsidiary,  the  Company  and the  Shareholders  hereby  agree as
follows:

                                       1
<PAGE>

                                       1.
                          DEFINITIONS AND CONSTRUCTION

1.01.    Certain Definitions

          For the  purposes  of this  Agreement,  the  following  terms have the
     following meanings:

         (a)  "Business"  means  the  "Therapeutic  Business,"  as that  term is
defined in the Separation Agreement.

         (b) "Business Day" means a day other than Saturday,  Sunday or a day on
which banks are not open for business.

         (c) "Consent"  means any  approval,  consent,  ratification,  waiver or
other authorization.

         (d) "Contemplated  Transactions"  means the Merger, the issuance of the
Parent Shares and the other transactions  contemplated by this Agreement and the
other Transaction Documents.

         (e)  "Contracts"  means any and all  contracts,  agreements  (including
consulting  agreements),  franchises,   understandings,   arrangements,  leases,
licenses,  registrations,  authorizations,  easements, servitude, rights of way,
mortgages,  bonds, notes, guarantees,  liens,  indebtedness,  approvals or other
instruments  or  undertaking  to which  the  Company  is a party or to which the
Company or the property of the Company is subject or bound.

         (f) "Encumbrance" means any lien (statutory or other), lease, mortgage,
pledge, security interest,  conditional sales agreement,  charge, claim, option,
easement,  right-of-way,  adverse  interest or other  encumbrance of any kind or
nature  whatsoever  owed to,  owned by,  accrued  to, or in favor of any  Person
whatsoever.

         (g) "GAAP" means the generally  accepted  accounting  principles of the
United States, consistently applied.

         (h) "Governmental  Authority" means any nation,  state,  county,  city,
town, borough, village,  district or other jurisdiction;  federal, state, local,
municipal,  foreign  or other  government;  governmental  or  quasi-governmental
authority  of any nature  (including  any  agency,  branch,  department,  board,
commission,   court,  tribunal  or  other  entity  exercising   governmental  or
quasi-governmental powers); multinational organization or body; body exercising,
or entitled or purporting to exercise, any administrative,  executive, judicial,
legislative, police, regulatory or taxing authority or power; or official of any
of the foregoing.

         (i) "Governmental  Authorizations" means any and all Consents, permits,
licenses, registrations, agencies, orders or contracts issued, granted, given or
otherwise made available by or under the authority of any Governmental Authority
or pursuant to any Law.

         (j) "Hazardous  Materials" means any mixture or material containing any
pollutant, toxic substance,  Hazardous Materials, hazardous substance, hazardous
material,  oil,  petroleum  product  or  by-product,   asbestos,  lead  product,
polychlorinated  biphenyl,  radioactive  material,  radon or any other  material
listed, classified or regulated pursuant to an Environmental Law.

         (k) "Law" means any local,  county,  state,  federal,  foreign or other
law, statute,  regulation,  ordinance,  rule, order, decree,  judgment,  consent
decree,  settlement agreement or governmental requirement enacted,  promulgated,
entered into, agreed or imposed by any Governmental Authority.

                                        2
<PAGE>

         (l)  "Liability"  means with  respect to any Person,  any  liability or
obligation of such Person of any kind,  character or description,  whether known
or  unknown,  absolute  or  contingent,   accrued  or  unaccrued,   disputed  or
undisputed, liquidated or unliquidated,  secured or unsecured, joint or several,
due or to become due, vested or unvested, executory, determined, determinable or
otherwise,  and  whether  or not  the  same is  required  to be  accrued  on the
financial statements of such Person.

         (m) "Material  Adverse  Change" means a material  adverse change in the
business, prospects, assets or condition, financial or otherwise, of a Person or
thing.

         (n)  "Ordinary  Course of Business"  means the conduct and operation of
the Business in the manner in which the Company have  conducted and operated the
Business at any time prior to the Effective  Date,  following usual and ordinary
accounting practices,  making ordinary accruals,  incurring ordinary liabilities
and expenditures,  and making ordinary  commitments for merchandise,  insurance,
rentals, and other ordinary business.

         (o) "Parent Share" means one of the Parent's  common shares,  par value
$.001 per share.

         (p) "Parties"  means the Parent,  the  Subsidiary,  the Company and the
Shareholders.

         (q)  "Person"  means  any  corporation,   limited  liability   company,
partnership, firm, joint venture, individual, association, trust, unincorporated
or other entity.

         (r)  "Proceeding"  means  any  action,  arbitration,   audit,  hearing,
investigation,  litigation or suit  (whether  civil,  criminal,  administrative,
judicial  or  investigative,  whether  formal  or  informal,  whether  public or
private)  commenced,  brought,  conducted  or heard by or before,  or  otherwise
involving, any Governmental Authority or arbitrator.

         (s) "SEC" means the United States Securities and Exchange Commission.

         (t) "Securities Act" means the Securities Act of 1933.

         (u) "Third Party" means a Person that is not a party to this Agreement.

         (v) "Transaction Documents" means this Agreement, the Merger Agreement,
the Articles of Merger,  the Charter,  and the Bylaws,  together with such other
agreements,  certificates,   contracts,  documents  or  instruments  as  may  be
necessary or desirable to consummate the Contemplated Transactions.

1.02.    Other Definitions

         Terms defined in other  provisions of this  Agreement have the meanings
given in those provisions.

1.03.    Rules of Interpretation

         (a) Each term defined in the singular form in Section 1.01 or elsewhere
in this Agreement means the plural thereof whenever the plural form is used, and
each term  defined in the plural form means the  singular  thereof  whenever the
singular  form is used.  The use of a pronoun of any gender is applicable to all
genders.

         (b) Unless  otherwise  specified  therein,  all terms  defined in this
Agreement  have  the  meanings  as so  defined  herein  when  used in any  other
certificate, report or document made or delivered pursuant hereto.

                                       3
<PAGE>

         (c) The words  "hereof,"  "herein,"  "hereunder" and similar terms when
used  in  this  Agreement  refer  to this  Agreement  as a whole  and not to any
particular  provision  of this  Agreement,  and  article,  section,  subsection,
schedule and exhibit  references  herein are  references to articles,  sections,
subsections,   schedules  and  exhibits  to  this  Agreement   unless  otherwise
specified.

         (d) A reference to any agreement,  document or instrument refers to the
agreement, document or instrument as amended or modified and in effect from time
to time in accordance with the terms thereof and as permitted herein.

         (e) Except as otherwise  specified,  a reference to any  applicable law
refers to the law as amended,  modified,  codified,  replaced or  reenacted,  in
whole  or in  part,  and in  effect  from  time to time,  and to any  rules  and
regulations  promulgated  thereunder;  and a  reference  to any section or other
provision of any applicable law refers to that provision of the law from time to
time  in  effect  and  constituting  the  substantive  amendment,  modification,
codification,  replacement or  reenactment  of the  referenced  section or other
provision.

         (f)  The  words  "including"  and  "include"  means  including  without
limiting the generality of any description  preceding such term, the phrase "may
not" is prohibitive and not permissive, and the word "or" is not exclusive.

         (g) All  accounting  terms not  specifically  defined  herein  shall be
construed in  accordance  with GAAP.  All terms used in Article 9 of the Uniform
Commercial  Code as  enacted  in the  State of  Tennessee  and not  specifically
defined herein are used herein as defined therein.

         (h) Unless otherwise stated in this Agreement,  in the computation of a
period of time from a specified date to a later  specified date, the word "from"
means "from but  excluding"  and the words "to" and  "until"  each means "to and
including."

1.04.    Headings

         The headings  preceding the text of the sections of this  Agreement and
the  exhibits  hereto are for  convenience  only and shall not be deemed part of
this Agreement.

1.05.    Construction

         The language used in this Agreement  shall be deemed to be the language
chosen by the parties to this Agreement to express their mutual intent, and no
rule of strict construction shall be applied against any party. Any reference to
any federal,  state,  local,  or foreign  statute or law shall be deemed also to
refer to all rules and regulations  promulgated  thereunder,  unless the context
requires otherwise.

                                       2.
                                   THE MERGER

2.01.    The Merger

         On the terms and subject to the  conditions  of this  Agreement and the
Merger  Agreement,  at the Effective Time (as defined in subsection 2.02 below),
the Subsidiary shall be merged with and into the Company in accordance with this
Agreement and the Merger Agreement,  and the separate corporate existence of the
Subsidiary  thereupon  shall  cease (the  "Merger").  The  Company  shall be the
surviving  corporation in the Merger (sometimes  hereinafter  referred to as the
"Surviving  Corporation").  The Merger shall have the effect set forth under the
applicable provisions of the Tennessee Business Corporation Act (the "TBCA").

                                       4
<PAGE>

2.02.    Effective Time

         As soon as practicable  following the Closing (as defined  below),  the
Company and the Subsidiary (collectively,  the "Constituent Corporations") shall
execute and file with the Secretary of State of Tennessee  Articles of Merger in
the form attached hereto as Exhibit C (the "Articles of Merger"),  in accordance
with the applicable provisions of the TBCA. The Merger shall become effective at
the time of filing of the  Articles  of Merger  with the  Secretary  of State of
Tennessee, or at such later time which the parties hereto shall have agreed upon
and  designated  in the Articles of Merger as the  effective  time of the Merger
(the "Effective Time"). 2.03. Surviving Corporation

         (a)  The  name  of  the   Surviving   Corporation   shall  be  "Xantech
Pharmaceuticals, Inc."

         (b) The Amended and Restated Charter of Xantech Pharmaceuticals,  Inc.,
in the form attached hereto as Exhibit D (the  "Charter"),  shall be the Charter
of the Surviving  Corporation,  until duly amended in accordance  --------- with
applicable law.

         (c) The Bylaws of Xantech  Pharmaceuticals,  Inc., in the form attached
hereto  as  Exhibit  E (the  "Bylaws")  ---------  shall  be the  Bylaws  of the
Surviving Corporation, until duly amended in accordance with applicable law

         (d) The directors of the Subsidiary  immediately prior to the Effective
Time shall be the  directors of the  Surviving  Corporation  as of the Effective
Time and until their  successors are duly elected in accordance  with applicable
law.

         (e) The officers of the Subsidiary  immediately  prior to the Effective
Time shall be the officers of the Surviving Corporation as of the Effective Time
and until their successors are duly appointed in accordance with applicable law.

2.04.    Conversion of Company Shares in the Merger

         Pursuant to this  Agreement,  at the  Effective  Time, by virtue of the
Merger and without any action on the part of any holder of any capital  Stock of
the Company:

         (a) Each  Company  Share owned by the Parent or any  subsidiary  of the
Parent or the Company shall be cancelled and shall cease to exist from and after
the Effective Time; and

         (b) Each  remaining  issued  and  outstanding  Company  Share  shall be
converted into, and become exchangeable for, One Thousand (1,000) Parent Shares;
provided,  however,  that the Company  Shares held by the Agent as agent for the
Shareholders  shall be converted into an aggregate of Five Hundred  Thousand and
Seven  (500,007)  authorized but unissued  Parent Shares,  and each  Shareholder
shall be  entitled  to that  number of Parent  Shares  set forth  opposite  each
Shareholder's name on Exhibit A to this Agreement.

2.05.    Conversion of Subsidiary Shares in the Merger

         At the  Effective  Time, by virtue of the Merger and without any action
on the part of any holder of any capital  Stock of the  Subsidiary,  each issued
and outstanding  share of common stock of the Subsidiary shall be converted into
and remain  outstanding  as one of the Surviving  Corporation's  common  shares,
without par value (the "Subsidiary Shares").

                                       5
<PAGE>

2.06.    Surrender and Exchange of Certificates

         As soon as practicable after the Effective Time of the Merger and after
the surrender to the Parent,  at the principal  place of business of the Parent,
or such other  place as the  Parent  may  designate,  of all  certificates  that
immediately  prior to the Effective Time of the Merger  represented  outstanding
Company Shares, the Parent shall issue to each of the Shareholders a certificate
registered in the name of each  Shareholder  and evidencing the number of Parent
Shares  set  forth  opposite  each  Shareholder's  name  on  Schedule  A to this
Agreement.

                                       3.
                                     CLOSING

3.01.    Time and Place of Closing

         The closing of the Contemplated Transactions (the "Closing") shall take
place at  10:00  a.m.  on the  date  which is one  Business  Day  following  the
satisfaction or waiver of the conditions set forth in Sections 3.02 and 3.03, or
on such other date as is  mutually  agreed  between the  parties  (the  "Closing
Date"). The Closing shall take place at the offices of Baker, Donelson, Bearman,
& Caldwell, P.C., Riverview Tower, Suite 2200, 900 South Gay Street,  Knoxville,
Tennessee  37902, or such other place as is mutually agreed between the parties.
The  Closing  shall be  deemed  to have been  completed  as of 5:00 p.m.  on the
Closing Date.

3.02.    Conditions Precedent to Obligations of the Shareholders and the Company

         The  obligations  of the  Company  and the  Shareholders  to effect the
Closing and to  consummate  the  Contemplated  Transactions  are subject to, and
shall be conditioned upon, the satisfaction of each of the following  conditions
on or prior to the Closing Date:

     (a)  The  representations  and  warranties  made  by  the  Parent  and  the
Subsidiary  in Section 5 of this  Agreement  shall be  correct  in all  material
respects on and as of the Closing Date with the same force and effect (except as
affected  by the  transactions  contemplated  herein or  otherwise  approved  in
writing by the Company and changes  occurring  after the  Effective  Date in the
ordinary  course of the Parent's  business) as though such  representations  had
been made on and as of the Closing  Date.  The  covenants  of the Parent and the
Subsidiary contained herein shall not have been breached in any material respect
as of the Closing Date.

         (b) All of the terms,  covenants and conditions of this Agreement to be
complied  with and  performed by the Parent or the  Subsidiary  on or before the
Closing Date shall have been complied with and performed.

         (c) No  Consent of any Person or  Governmental  Authorization  from any
Governmental  Authority  not obtained and in effect on the Closing Date shall be
required  for  the  consummation  of  the  Contemplated  Transactions,   and  no
Proceeding shall be threatened or be pending against the Parent,  the Subsidiary
or the Company  which,  in the opinion of counsel  for the  Company,  presents a
reasonable  probability that the Contemplated  Transactions would be enjoined or
prevented, except as otherwise agreed to in writing by the Company.

         (d) The Parent and the Subsidiary  shall have delivered or caused to be
delivered  (or shall have  tendered or caused to be  tendered,  subject  only to
Closing) to the Company the documents and instruments required by Section 3.05.

                                       6
<PAGE>

3.03.    Conditions Precedent to Obligations of the Parent and the Subsidiary

         The  obligations of the Parent and the Subsidiary to effect the Closing
and to  consummate  the  Contemplated  Transactions  shall be subject to, and be
conditioned  upon, the  satisfaction  of each of the following  conditions on or
prior to the Closing Date:

         (a) The  representations  and  warranties  made by the  Company and the
Shareholders  in  Section 4 of this  Agreement  hereof  shall be  correct in all
material  respects on and as of the Closing  Date with the same force and effect
(except  as  affected  by the  transactions  contemplated  herein  or  otherwise
approved in writing by the Company and  changes  occurring  after the  Effective
Date in the Ordinary Course of Business) as though such representations had been
on and as of the Closing Date.

         (b) All of the terms and  conditions  of this  Agreement to be complied
with and performed by the Company or the  Shareholders  on or before the Closing
Date shall have been complied with and performed.

         (c) All Consents of any Person or Governmental  Authorizations from any
Governmental  Authority which are required for the transfer of any assets or the
consummation of the  Contemplated  Transactions  shall have been obtained and in
effect on the Closing Date.

         (d) No Proceeding  shall be threatened or be pending against the Parent
or the Company  which,  in the  opinion of counsel  for the  Parent,  presents a
reasonable  probability that the  Contemplated  Transactions or the right of the
Parent to continue the operations of the properties,  assets and business of the
Company would be enjoined or prevented, except as otherwise agreed to in writing
by the Parent.

         (e) No  properties  or assets of the Company  shall have  suffered  any
destruction  or damage by fire,  accident  or other  casualty  or act of God not
fully  covered  by  insurance  or  resulting  or likely to result in a  Material
Adverse Change in the Company or its assets or business.

         (f) The  Parent  shall  have  received  written  evidence  in form  and
substance satisfactory to it of the termination of any and all Encumbrances that
encumber  any of the  assets  or other  properties  of the  Company,  except  as
otherwise agreed to in writing by the Parent.

         (g) At the Closing  Date,  there shall exist no  violations  of any Law
materially affecting the assets, properties or business of the Company.

         (h) The Company and the Shareholders  shall have delivered or caused to
be delivered (or shall have  tendered or caused to be tendered,  subject only to
Closing) to the Parent the documents and instruments required by Section 3.04.

3.04.    Company's and Shareholders' Performance at Closing

         At or prior to the Closing,  the Company and/or the Shareholders  shall
deliver to the Parent:

         (a) One or more certificates  representing the Company Shares, together
with  accompanying  stock transfer  powers or  instruments  of assignment,  duly
endorsed  in blank by the Agent as agent for the  Shareholders  pursuant  to the
Ownership Agreement;

         (b) The Merger Agreement, duly executed by the Company;

         (c) The Articles of Merger, duly executed by the Company;

                                       7
<PAGE>

         (d) A good standing certificate regarding the Company, certified by the
Secretary of State of Tennessee and dated within five Business Days prior to the
Closing Date;

         (e) A  certificate  duly  executed  by an  appropriate  officer  of the
Company to the effect that each of the conditions set forth in Sections 3.03(a),
3.03(b),  3.03(c),  3.03(d),  3.03(e),  and 3.03(g) of this  Agreement  has been
satisfied by the Company in all respects;

         (f) A certificate  duly executed by each Shareholder to the effect that
each of the  conditions  set  forth in  Sections  3.03(a)  and  3.03(b)  of this
Agreement has been satisfied by each Shareholder in all respects;

         (g) Evidence  satisfactory to the Parent of the receipt of all Consents
required  to be  received  from any Person and all  Governmental  Authorizations
required  to be  received  from  any  Governmental  Authority,  including  those
required for the assumption by the Company of the Contracts;

         (h)  Written  evidence to the effect  that the  Company's  Shareholders
approved this Agreement and the  Contemplated  Transactions  in accordance  with
Tennessee law;

         (i) All books and records of the Company,  including  all corporate and
other  records,  minute books,  stock record books,  stock  registers,  books of
accounts, contracts,  agreements and such other documents or certificates as may
be requested by the Parent;

         (j) Satisfactory evidence that the Parent's designees shall be the only
authorized  signatories  with respect to each of the Company's bank accounts and
credit facilities.

3.05.    Parent's Performance at Closing

         At or  prior  to  Closing,  the  Parent  shall  deliver  or cause to be
delivered to the Company or the Shareholders, as appropriate, the following:

         (a)  Certificates  representing the Parent Shares to be issued pursuant
to Sections 2.05 and 2.06 hereof,  registered  in the names of the  Shareholders
and duly executed by the Parent;

         (b) A  certificate  executed  by an officer of the Parent to the effect
that (i) all of the  representations  and warranties  made by the Parent in this
Agreement  are true and  correct  as of the  Closing  Date and (ii)  none of the
covenants made by the Parent have been breached as of the Closing Date; and

         (c) Written evidence to the effect that the Parent's Board of Directors
approved this Agreement and the Contemplated Transactions.

3.06.    Termination in Absence of Closing

         (a) If by the close of business on December 31,  2002,  the Closing has
not  occurred,  then either the Parent or the Company may  thereafter  terminate
this Agreement by written  notice to such effect to the other  Parties,  without
liability  of or to any other  Party to this  Agreement  unless  the  reason for
Closing  having  not  occurred  is  (i)  such  Party's  breach  of  any  of  its
representations,  warranties or covenants or other  provision of this Agreement,
or (ii) the failure of such Party to perform its obligations hereunder.  In such
event, the defaulting Party shall be liable to all other Parties for all damages
incurred  by the  non-defaulting  Parties,  including  but  not  limited  to all
expenses,  costs and attorney fees incurred in due  diligence,  negotiation  and
drafting of this Agreement and all Transaction Documents.


<PAGE>

         8

         (b)  Notwithstanding  approval of the  transaction by the  stockholders
and/or the Board of Directors of the Parent, this Agreement and the transactions
contemplated  herein may be terminated  and abandoned at any time on or prior to
the Closing Date by the Parent if:

         (i) any  representation  or warranty made herein for the benefit of the
Parent or any certificate, schedule or document furnished to the Parent pursuant
to this Agreement is untrue then or at the time of Closing;

         (ii) The Company shall have defaulted in any respect in the performance
of any obligation under this Agreement; or

         (iii) any Material Adverse Change in the Company has occurred.

                                       4.
         REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SHAREHOLDERS

         The Company and each  Shareholder  jointly and severally  represent and
warrant to the Parent as follows:

4.01.    Organization and Standing

         (a) The Company is a corporation  duly  incorporated,  validly existing
and in good  standing  under  the laws of the  State of  Tennessee  and has full
corporate and authority to own, manage, lease and hold its assets and to conduct
the  Business  as  presently  conducted.  The  Company is duly  qualified  to do
business as a foreign  corporation and is in good standing in every jurisdiction
in which the failure to so qualify would cause a Material Adverse Change.

         (b) The Company has furnished or made  available to the Parent true and
complete  copies of its Charter and its  Bylaws,  both as in effect  immediately
prior to the Closing.  The minute books of the Company that have been  delivered
to the  Parent  for  review  contain  a  complete  and  accurate  record  of all
stockholders of the Company, the number and class of the shares of capital stock
owned by each, and all actions of the stockholders and directors of the Company.

4.02.    Capitalization

         The  authorized  capital  stock the  Company  consists  of 500  Company
Shares, 500 of which are issued and outstanding as of the Effective Date. All of
the issued and  outstanding  Company Shares are owned of record by the Agent, as
agent  for  the  Shareholders  pursuant  to the  Ownership  Agreement;  and  are
beneficially owned by the Shareholders in the percentages set forth on Exhibit A
to this  Agreement.  At the  Closing,  the capital  stock of the Company has the
voting  powers,  designations,   preferences,  rights  and  qualifications,  and
limitations or restrictions  set forth in the Charter of the Company.  Except as
provided in this Agreement, (a) no subscription,  warrant,  option,  convertible
security or other right (contingent or otherwise) to purchase or acquire capital
stock of the  Company is  authorized  or  outstanding,  (b) the  Company  has no
obligation (contingent or otherwise) to issue any subscription, warrant, option,
convertible  security  or other  such  right or to  issue or  distribute  to the
Shareholders any evidences of indebtedness or assets of the Company, and (c) the
Company has no  obligation  (contingent  or  otherwise)  to purchase,  redeem or
otherwise  acquire  any  capital  stock or any  interest  therein  or to pay any
dividend or make any other  distribution in respect  thereof.  All of the issued
and outstanding  capital stock of the Company has been offered,  issued and sold
by the Company in compliance with applicable Federal and state securities laws.


<PAGE>

                                       9
4.03.    Subsidiaries, Etc.

         The Company has no subsidiaries  and does not own or control,  directly
or  indirectly,  any shares of  capital  stock of any other  corporation  or any
interest  in any  partnership,  joint  venture or other  non-corporate  business
enterprise.

4.04.    Authority for Agreements; No Conflicts

         (a) This Agreement  constitutes the legal, valid and binding obligation
of the  Company  and  each  Shareholder,  enforceable  against  each  of them in
accordance  with its terms.  Upon the  execution and delivery by the Company and
the Shareholders of the Transaction  Documents to which any of them are a party,
each of the Transaction  Documents will constitute the legal,  valid and binding
obligation of the Company and each of the Shareholders, enforceable against each
of them in  accordance  with  its  terms.  The  Company  has  the  absolute  and
unrestricted  right,  power and authority to execute and deliver this  Agreement
and the  Transaction  Documents  to  which  it is a  party  and to  perform  its
obligations under this Agreement and the Transaction Documents,  and such action
has been duly authorized by all necessary action by the Company's members.  Each
Shareholder  has all necessary  legal  capacity to enter into this Agreement and
the  Transaction  Documents  to which he or she is a party and to perform his or
her obligations hereunder and thereunder.

         (b)  The  execution  of  and  compliance  with  the  provisions  of the
Transaction  Documents and the performance of the  Contemplated  Transactions by
the Company and each  Shareholder will not violate any provision of law and will
not  conflict  with or result in any breach of any of the terms,  conditions  or
provisions  of, or  constitute a default  under,  or require a consent or waiver
under,  (i) the Charter or Bylaws of the Company;  (ii) any Contract;  (iii) any
contract,  lease,  agreement or other  instrument to which any  Shareholder is a
party or by which they or any of their properties is bound;  (iv) or any decree,
judgment,  order,  statute,  rule or regulation applicable to the Company or any
Shareholder.

4.05.    Governmental Authorizations

         (a) No Governmental Authorization of or from any Governmental Authority
is required on the part of the Company or any Shareholder in connection with the
execution,  delivery  and  performance  of the  Transaction  Documents  and  the
Contemplated Transactions.

         (b)  The  Company  has all  Governmental  Authorizations  necessary  to
construct,  own, operate, use and/or maintain the assets and the Business in all
locations   where  the  Company   conducts  the  Business.   Such   Governmental
Authorizations are valid and subsisting and all fees required to be paid thereon
have been paid.  No  proceeding  is pending or  threatened  to modify,  suspend,
revoke,  withdraw,  terminate or otherwise limit any Governmental  Authorization
which  could  materially  adversely  affect  the  ability  of the Parent to own,
operate or use the assets or conduct the Business  after the Closing Date as the
Business has been operated by the Company prior to the Effective Date.

4.06.    Litigation

         There is no Proceeding pending or threatened against the Company or any
Shareholder  which  questions the validity of this Agreement or the right of the
Company  or any  Shareholder  to enter  into it, or which  might  cause,  either
individually or in the aggregate, a Material Adverse Change.

                                       10
<PAGE>

4.07.    Compliance with Laws

         The Company is and has been in  compliance in all respects with any and
all applicable  Laws. The Company has not received or entered into any citation,
complaints,  consent order  compliance  schedules or other  similar  enforcement
order or received  written  notice from any  governmental  authority  that would
indicate that the Company is not currently in compliance with all such Laws.

4.08.    Accuracy of Information

         All  information   provided  to  the  Parent  by  the  Company  or  the
Shareholders  as an inducement to the Parent to enter into this  Agreement or in
compliance  with the  provisions of this Agreement are accurate and complete and
do not  contain  any  untrue  statement  of a  material  fact or omit to state a
material fact necessary in order to make the statements made in the light of the
circumstances under which they were made, not misleading.

4.09.    Acquisition of the Parent Shares

         (a) Each Shareholder is acquiring the Parent Shares for his, her or its
own account  for  investment  and not with a view to, or for sale in  connection
with, any distribution  thereof,  nor with any present intention of distributing
or  selling  the  same;  and no  Shareholder  has any  present  or  contemplated
agreement,  undertaking,  arrangement,  obligation,  indebtedness  or commitment
providing for the disposition thereof.

         (b)  The  Shareholders  have  reviewed  carefully  the  representations
concerning the Parent  contained in this Agreement,  have made detailed  inquiry
concerning  the Parent,  its  business  and its  personnel;  the officers of the
Parent have made available to the Shareholders  any and all written  information
which they have requested and have answered to each  Shareholder's  satisfaction
all inquiries  made by any  Shareholder;  and each  Shareholder  has  sufficient
knowledge and  experience in investing in companies  similar to the Parent so as
to be able to evaluate the risks and merits of its  investment in the Parent and
are able financially to bear the risks thereof.

                                       5.
         REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE SUBSIDIARY

         The Parent and the Subsidiary  represent and warrant to the Company and
the Shareholders as follows:

5.01.    Organization

         The Parent is a corporation duly incorporated,  validly existing and in
good  standing  under  the laws of the  State of  Nevada.  The  Subsidiary  is a
corporation duly  incorporated,  validly existing and in good standing under the
laws of the State of Tennessee.  The  Corporation  and the Subsidiary  have full
corporate  power to conduct the Business as now conducted and as to be conducted
following  the Closing.  The  Subsidiary  is duly  qualified to do business as a
foreign  corporation  and is in good standing in every  jurisdiction  where such
qualification is required or will be required by virtue of the Merger.

5.02.    Capitalization

         The authorized  capital stock of Parent consists of 100,000,000  Parent
Shares,  of which  ___________  shares  are  issued  and  outstanding  as of the
Effective  Date.  The Parent  Shares to be issued  pursuant to Sections 2.05 and
2.06 of this Agreement, upon issuance, will be duly authorized,  validly issued,
fully paid and nonassessable common shares of the Parent.

                                    11
<PAGE>

5.03.    Authority for Agreements

         The execution  and delivery of and  performance  under the  Transaction
Documents and the  consummation of the  Contemplated  Transactions by the Parent
and the Subsidiary have been duly authorized by all necessary  corporate action.
The  Transaction  Documents  to which either the Parent or the  Subsidiary  is a
party have been duly executed and delivered by the Parent and the Subsidiary, as
applicable,  and constitute valid and binding  obligations of the Parent and the
Subsidiary,  as the case may be, enforceable in accordance with their respective
terms.  The execution of and compliance  with the provisions of the  Transaction
Documents and the performance of the Contemplated Transactions by the Parent and
the Subsidiary  will not violate any provision of law and will not conflict with
or result in any breach of any of the terms,  conditions  or  provisions  of, or
constitute a default under, or require a consent or waiver under, the Charter or
Bylaws of the  Parent  or any  material  indenture,  lease,  agreement  or other
instrument  to which the Parent or the  Subsidiary is a party or by which either
of them or any of their  properties is bound,  or any decree,  judgment,  order,
statute, rule or regulation applicable to the Parent or the Subsidiary.

5.04.    Governmental Authorizations

         No Governmental  Authorization of or from any Governmental Authority is
required  on the part of the Parent or the  Subsidiary  in  connection  with the
execution,  delivery  and  performance  of the  Transaction  Documents  and  the
Contemplated  Transactions,  including the offer, issuance, sale and delivery of
the  Parent  Shares,  except  such  filings as shall have been made prior to and
shall be effective on and as of the Closing  (other than filings  required to be
made after the Closing under applicable federal and state securities laws, which
filings will be made in  accordance  with such laws).  Based in relevant part on
the  representations  made by the Company and the  Shareholders  in Section 5 of
this  Agreement,  the offer and sale of the Parent Shares to the Company and the
Shareholders will be in compliance with applicable  Federal and state securities
laws.

5.05.    Litigation

         There is no Proceeding,  pending,  or, to the Parent's  knowledge,  any
threat  thereof,  against  the  Parent or the  Subsidiary  which  questions  the
validity of this Agreement or the right of the Parent or the Subsidiary to enter
into it, or which  might  cause,  either  individually  or in the  aggregate,  a
Material Adverse Change in the Parent.

5.06.    Financial Statements and Reports; Absence of Liabilities

         (a) The Parent  previously has delivered to each  Shareholder a copy of
the following  periodic  reports and statements filed by the Parent with the SEC
(collectively, the "Parent Reports"):

             (i) The  Parent's  Annual  Report on Form  10-KSB for the fiscal
year ended December 31, 2001, as filed with the SEC on April 17, 2002;

             (ii) The  Parent's  Quarterly  Report  on Form  10-QSB  for the
fiscal quarter ended March 31, 2002, as filed with the SEC on May 21, 2002;

             (iii) The  Parent's  Quarterly  Report on Form  10-QSB  for the
fiscal quarter  ended  June 30,  2002,  as filed with the SEC on August  14,
2002,  as amended by filings on Form  10-QSB/A  filed with the SEC on August 15,
2002 and September 3, 2002;

                                       12
<PAGE>

             (iv) The  Parent's  Quarterly  Report  on Form  10-QSB  for the
fiscal quarter ended September 30, 2002 (the "Financial Reporting Date"), as
filed with the SEC on November __, 2002;

             (v) The Parent's  Current  Report on Form 8-K dated April 23, 2002,
as filed with the SEC on April 24, 2002, as amended by a filing on Form 8-K/A
filed with the SEC on May 29, 2002; and

             (vi) The Parent's  Current Report on Form 8-K dated August 7, 2002,
as filed with the SEC on August 20, 2002.

         (b) Since the Financial  Reporting Date, the Parent has not incurred or
otherwise  become  subject  to any  Liabilities  not set forth in the  financial
statements  set forth in the Parent  Reports  except in the  Ordinary  Course of
Business or as contemplated by this Agreement.

5.07.    Compliance with Laws

         The Parent and the  Subsidiary  each are and each has been in  material
compliance in all respects with any and all Laws applicable to the Parent or the
Subsidiary,  as the case may be.  Neither  the  Parent  nor the  Subsidiary  has
received or entered into any citations,  complaints,  consent orders, compliance
schedules,  or other similar  enforcement orders or received written notice from
any Governmental Authority that would indicate that the Parent or the Subsidiary
is not currently in material compliance with all applicable Laws.

5.08.    Accuracy of Information
         All  information  provided  to the Company or the  Shareholders  by the
Parent as an inducement to the Company and the  Shareholders  to enter into this
Agreement or in compliance  with the  provisions of this  Agreement are accurate
and do not contain any untrue  statement  of a material  fact or omit to state a
material  fact  necessary  in  order to make  the  information,  in light of the
circumstances under which they were given, not misleading.

                                       6.
                            POST-CLOSING OBLIGATIONS

6.01.    Further Assurances

         Following  the  Closing,  the  Shareholders  and the Parent  each shall
execute  and  deliver  such  documents,  and take such other  action as shall be
reasonably   requested  by  any  other  Party  to  carry  out  the  Contemplated
Transactions.

6.02.    Transfer of Parent Shares

         (a) Neither the Parent Shares issued pursuant to Sections 2.05 and 2.06
of this Agreement, nor any other shares of capital stock of the Parent issued in
respect   of  such   Parent   Shares   as  a  result   of   splits,   dividends,
reclassifications,  recapitalizations,  or  similar  events  (collectively,  the
"Restricted  Securities"),  may be offered or sold  except  (i)  pursuant  to an
effective registration statement under the Securities Act or (ii) if the Company
first  shall  have been  furnished  with an  opinion  of legal  counsel or other
evidence,  in either case reasonably  satisfactory to the Company, to the effect
that such sale or transfer is exempt from the  registration  requirements of the
Securities Act.

         (b) Except as  provided  in Section  6.02(c)  of this  Agreement,  each
certificate  representing  Restricted  Securities  issued to a Shareholder shall
bear the following legend (the "Private Placement Legend") on the face thereof:

                                       13
<PAGE>

         the securities represented by this certificate have not been registered
         under the  Securities Act of 1933, as amended (the  "Securities  Act"),
         and may not be  offered,  sold or  otherwise  transferred,  pledged  or
         hypothecated  unless and until such securites are registered  under the
         Securities  Act or an opinion of counsel or other  evidence,  in either
         case reasonably  satisfactory to the Company, is obtained to the effect
         that such registration is not required.

         (c)   Notwithstanding   the  provisions  of  Section  6.02(a)  of  this
Agreement,  no  registration  or opinion of counsel  shall be required for (i) a
transfer  without  payment  of  value by a Holder  which is a  partnership  or a
limited  liability  company to a partner of such partnership or a member of such
limited  liability company or a retired partner of such partnership or a retired
member of such limited  liability  company who retires after the date hereof, or
to the estate of any such partner, member, retired partner or retired member, if
the transferee agrees in writing to be subject to the terms of this Section 6.02
to the same extent as if he, she or it were an original party hereto;  or (ii) a
transfer made in accordance with Rule 144 under the Securities Act.

         (d) Upon the transfer, exchange or replacement of Restricted Securities
bearing the Private Placement Legend,  the Company shall deliver only Restricted
Securities,  as applicable,  that bear the Private Placement Legend, unless: (i)
such  transfer or exchange is  effected  pursuant to an  effective  registration
statement under the Securities  Act; or (ii) in the case of Parent Shares,  such
Parent  Shares were  acquired  pursuant to an effective  registration  statement
under the Securities  Act; or (iii) there is delivered to the Company an opinion
of legal counsel or other evidence,  in either case  reasonably  satisfactory to
the  Company,  to the  effect  that such  sale or  transfer  is exempt  from the
registration requirements of the Securities Act.

         (e)  By  its  acceptance  of any  certificate  representing  Restricted
Securities  and  bearing  the  Private   Placement   Legend,   each  Shareholder
acknowledges the restrictions on transfer of the Restricted Securities set forth
in  this  Section  6.02  and  agrees  that it  shall  transfer  such  Restricted
Securities only as provided in this Section 6.02.

                                       7.
                              AMENDMENT AND WAIVER

7.01.    Assignment and Amendment of Agreement

         This  Agreement  shall not be assignable  by any of the Parties  except
with the written consent of the others. This Agreement may be amended by written
agreement of the Parties and any such amendment may:

         (a) change the time or place for  performance of any of the obligations
or acts of the Parties,  including  changes of time and date of the Closing Date
or of the place of Closing;

         (b) waive any inaccuracies in or modify the  representations  contained
in this  Agreement or in any Exhibits or  Schedules  hereto or in any  documents
delivered pursuant hereto; and

         (c)  waive  compliance  with  or  modify  any of the  covenants  herein
contained and waive or modify performance of any obligations of the Parties.

                                       14
<PAGE>

7.02.    Waiver

         Any  forbearance,  failure  or delay by any of the  Parties  hereto  to
exercise any right,  power or remedy  hereunder  shall not be deemed a waiver of
such  right,  power or remedy  and any single or  partial  exercise  of any such
right, power or remedy hereunder shall not preclude the further exercise thereof
and every right,  power or remedy of either  Party shall  continue in full force
and effect unless waived  specifically  by an instrument in writing  executed by
such Party.

                                       8.
                               GENERAL PROVISIONS

8.01.    Notices

         All  notices,  consents,  requests,  waivers  and other  communications
required  or  permitted  under this  Agreement  shall be in writing and shall be
deemed  to have  been  made  (x)  upon  actual  receipt,  when  given by hand or
confirmed facsimile or electronic mail transmission,  (y) one day after delivery
to the carrier,  when given by overnight  delivery service or (z) two days after
mailing,  when  given by  first-class  registered  or  certified  mail,  postage
prepaid,  return receipt requested;  in any case to the following address, or to
such other address as a party,  by notice to the other parties given pursuant to
this Section 8.01, may designate from time to time:

         (a) If to the Parent or to the         With a copy to:
             Subsidiary, to:

             Provectus Pharmaceuticals, Inc.    Baker, Donelson, Bearman &
             Attn: Eric A. Wachter, Ph.D.       Caldwell, P.C.
             7327 Oak Ridge Highway, Suite A    Attn:  David L. Morehous, Esq.
             Knoxville, TN 37931                Riverview Tower, Suite 2200
             Facsimile: 865.539.9654            900 South Gay Street
             Email: wachter@provectuscorp.com   Knoxville, TN 37902
                                                Facsimile: 865.525.8569
                                                Email: dmorehous@bdbc.com

        (b)  If to the Shareholders or to the Company, to:

             Valley Pharmaceuticals, Inc.
             Attention: Timothy C. Scott, Ph.D.
             7327 Oak Ridge Highway, Suite B
             Knoxville, TN 37931
             Facsimile: 865.539.9654
             Email: scott@provectuscorp.com

8.02.    Entire Agreement

         This Agreement and the other  Transaction  Documents  embody the entire
agreement  and  understanding  between  the parties  hereto with  respect to the
subject  matter hereof and supersedes  all prior  agreements and  understandings
relating to such subject matter.

8.03.    Severability

         The invalidity or  unenforceability  of any provision of this Agreement
shall not affect the validity or  enforceability  of any other provision of this
Agreement.

                                       15
<PAGE>

8.04.    Governing Law; Venue of Actions

         This Agreement  shall be governed and construed in accordance  with the
internal  laws of the  State of  Tennessee  as  applied  to  contracts  made and
performed  within  the State of  Tennessee,  without  regard  to the  principles
thereof regarding resolution of conflicts of law.

8.05.    Counterparts

         This  Agreement  may be executed in one or more  counterparts,  each of
which shall be deemed to be an  original,  but all of which shall be one and the
same document.


                     * signatures begin on following page *

                                       16
<PAGE>


                                   Signatures

         IN  WITNESS  WHEREOF,   the  undersigned  Parties  have  executed  this
Agreement on and as of the Effective Date.

                             PROVECTUS PHARMACEUTICALS, INC., a Nevada
                             corporation                          (the "Parent")

                                By: /s/ Eric A. Wachter
                                ------------------------------------------------

                                Name: Eric A. Wachter
                                ------------------------------------------------

                                Title: Senior Vice President
                                ------------------------------------------------


                             PROVECTUS PHARMACEUTICALS, INC., a Tennessee
                             corporation                      (the "Subsidiary")

                                By: /s/ H. Craig Dees
                                ------------------------------------------------

                                Name: H. Craig Dees
                                ------------------------------------------------


                             VALLEY PHARMACEUTICALS, INC., a Tennessee
                             corporation                         (the "Company")

                                By: /s/ Timothy C. Scott
                                ------------------------------------------------

                                Name: Timothy C. Scott
                                ------------------------------------------------

                                Title: President
                                ------------------------------------------------


                             H. CRAIG DEES, PH.D., an individual resident of the
                             State of Tennessee

                                Signed: /s/ H. Craig Dees
                                ------------------------------------------------


                             DEES FAMILY FOUNDATION

                                By: /s/ H. Craig Dees
                                ------------------------------------------------

                                Name: H. Craig Dees
                                ------------------------------------------------

                                Title: President
                                ------------------------------------------------


                   * signatures continued on following page *

                                       17
<PAGE>


                             WALTER FISHER, PH.D., an individual resident of the
                             State of Tennessee

                                Signed: /s/ Walter Fisher
                                ------------------------------------------------


                             FISHER FAMILY INVESTMENT LIMITED PARTNERSHIP

                                By: /s/ Walter Fisher
                                ------------------------------------------------

                                Name: Walter Fisher
                                ------------------------------------------------

                                Title: General Partner
                                ------------------------------------------------


                             WALT FISHER 1998 CHARITABLE REMAINDER UNITRUST

                                By: /s/ Walter Fisher
                                ------------------------------------------------

                                Name: Walter Fisher
                                ------------------------------------------------

                                Title: Trustee
                                ------------------------------------------------


                             TIMOTHY C. SCOTT, PH.D., an individual resident of
                             the State of Tennessee

                                Signed: /s/ Timothy C. Scott
                                ------------------------------------------------

                             SCOTT FAMILY INVESTMENT LIMITED PARTNERSHIP

                                By: /s/ Timothy C. Scott
                                ------------------------------------------------

                                Name: Timothy C. Scott
                                ------------------------------------------------

                                Title: General Partner
                                ------------------------------------------------


                             JOHN T. SMOLIK, PH.D., an individual resident of
                             the State of Tennessee

                                Signed: /s/ John Smolik
                                ------------------------------------------------


                   * signatures continued on following page *

                                       18

<PAGE>


                             SMOLIK FAMILY LLP

                                By: /s/ John Smolik
                                ------------------------------------------------

                                Name: John T. Smolik
                                ------------------------------------------------

                                Title: Trustee
                                ------------------------------------------


                             ERIC A. WACHTER, PH.D., an individual resident of
                             the State of Tennessee

                                 Signed: /s/ Eric A. Wachter
                                ------------------------------------------------


                             ERIC A. WACHTER 1998 CHARITABLE REMAINDER UNITRUST

                                By: /s/ Eric A. Wachter
                                ------------------------------------------------

                                Name: Eric A. Wachter
                                ------------------------------------------------

                                Title: Trustee
                                ------------------------------------------------


                                       19
<PAGE>

                                  Exhibit 99.1
                                  ------------

KNOXVILLE, Tenn.--(BUSINESS WIRE)--Nov. 20, 2002--Provectus Pharmaceuticals Inc.
(OTCBB:PVCT) today announced the acquisition of Valley  Pharmaceuticals  Inc., a
therapeutics business.

Valley Pharmaceuticals, a Tennessee corporation, was transferred to the founders
of Provectus as a result of their  corporate  split from  Photogen  Technologies
Inc. (Nasdaq:PHGN). The acquisition was accomplished via merger with a Provectus
subsidiary.  The resulting company,  Xantech  Pharmaceuticals  Inc., is a wholly
owned subsidiary of Provectus Pharmaceuticals.

"We  are  immensely   pleased  to  have  completed   acquisition  of  these  key
technologies, which resulted from our intensive research and development efforts
over the past several years," noted Provectus president Timothy Scott, Ph.D.

Xantech is a  development-stage  business with a portfolio of technologies  that
includes  prescription drugs for dermatology and oncology,  medical and research
laser technologies, and advanced biotechnology.

In the area of prescription  drugs,  these technologies may lead to new products
for treatment of chronic,  severe skin afflictions  such as psoriasis,  acne and
actinic keratosis,  along with certain  life-threatening  cancers, such as liver
and breast cancer.

Laser  technologies  include  methods for  non-surgical  destruction of melanoma
tumors  and for  improving  the  quality  of the  images in  biomedical  imaging
systems.

In the area of  biotechnology,  the  company's  technologies  may be useful  for
enhancing vaccine production and discovery of elusive viruses.

Provectus  Pharmaceuticals  will be  licensing  and  selling  products  in three
sectors of the health-care industry: 1) prescription  medications and treatment,
2) medical devices, and 3) over-the-counter (OTC) pharmaceuticals.  Prescription
drug  products  and  devices  will treat  diseases of the skin and many types of
cancer.  OTC  products  will  address  complementary  markets,  primarily  those
involving skin care and comfort.

The company's  corporate  offices and  laboratory  are located at 7327 Oak Ridge
Highway, Suite A, Knoxville,  Tenn. 37931;  865/769-4012.  For more information,
contact the company at  info@provectuscorp.com  or visit the corporate Web site:
www.provectuscorp.com.

Forward-Looking Statements

This news release contains forward-looking statements. All statements other than
statements  of  historical  fact made in this news  release are  forward-looking
statements.  Words such as "intends," "expects," "anticipates,"  "estimates" and
similar  expressions  are  intended  to  identify  forward-looking   statements.
Forward-looking  statements  include  statements  concerning plans,  objectives,
future events or performance and  assumptions and other  statements that are not
statements of historical fact. Although Provectus  Pharmaceuticals Inc. believes
that the expectations reflected in forward-looking statements are reasonable, it
can give no assurance that such  expectations  will prove  correct.  There are a
number of important factors that could cause actual results to differ materially
from those  expressed in any  forward-looking  statement made by us. The company
cautions readers that the following important factors, among others, could cause
the  company's  actual  results to differ  materially  from the  forward-looking
statements  contained  in  this  report:  (i)  the  ability  of the  company  to
successfully develop prescription  medications and treatments,  medical devices,
or OTC pharmaceuticals;  (ii) the ability of the company to operate its business
profitably;  (iii) the ability of the company to obtain  adequate  financing  to
finance its operations and execute its business plan; (iv) the effect of changes
in laws and  regulations,  including  federal  laws and  regulations  regulating
prescription  and  non-prescription  medications,  pharmaceuticals  and  medical
devices  with  which  the  company  and  its  subsidiary  must  comply,  and the
associated  costs of compliance with such laws and regulations  either currently
or in the  future as  applicable;  (vi) the  effect  of  changes  in  accounting
policies and practices,  as may be adopted by the regulatory agencies as well as
by the  Financial  Accounting  Standards  Board,  or of changes in the company's
organization,  compensation  and benefit  plans;  (vii) shifts in population and
demographics,   competition,   cost   fluctuations,   technology   advances  and
challenges; (viii) financial, operational and other business problems associated
with the rapid  development  of the  company's  business;  and (ix)  general and
industry-specific  economic conditions.  The company cautions that the foregoing
list of  important  factors is not  exclusive.  Except as required  by law,  the
company has no  obligation  to update or revise  forward-looking  statements  to
reflect the occurrence of future events or circumstances.

--------------------------------------------------------------------------------

Contact:
         Provectus Pharmaceuticals Inc., Knoxville
         Craig Dees, 865/769-4011
         or
         Hilary Kaye Associates
         Hilary Kaye or Eve Gumpel, 714/426-0444
         egumpel@hkamarcom.com
[{"type": "8-K", "sequence": "1", "filename": "provectus8k1102.txt", "description": "CURRENT REPORT", "secsgml_size_bytes": 78972}]
{"company-data": {"conformed-name": "PROVECTUS PHARMACEUTICALS INC", "cik": "0000315545", "assigned-sic": "3559", "irs-number": "900031917", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-09410", "film-number": "02843326"}, "business-address": {"street1": "7327 OAK RIDGE HWY", "street2": "SUITE B", "city": "KNOXVILLE", "state": "TN", "zip": "37931", "phone": "865-769-4011"}, "mail-address": {"street1": "7327 OAK RIDGE HWY", "street2": "SUITE B", "city": "KNOXVILLE", "state": "TN", "zip": "37931"}, "former-company": [{"former-conformed-name": "SPM GROUP INC", "date-changed": "19920703"}, {"former-conformed-name": "ZAMAGE DIGITAL IMAGING INC", "date-changed": "20011126"}]}
United States Securities And Exchange Commission
                              Washington, DC 20549
--------------------------------------------------------------------------------

                                    FORM 8-K

                                 Current Report
                     Pursuant To Section 13 or 15(d) of the
                         Securities Exchange Act Of 1934

Date of Report (Date of earliest event reported):           November 19, 2002
                                                           ---------------------

                         Provectus Pharmaceuticals, INC.
               (Exact Name of Registrant as Specified in Charter)

            Nevada                        0-9410               90-0031917
--------------------------------------------------------------------------------
(State or Other Jurisdiction of         (Commission         (I.R.S. Employer
Incorporation or Organization)         File Number)      Identification Number)

7327 Oak Ridge Highway, Suite A, Knoxville, Tennessee              37931
--------------------------------------------------------------------------------
       (Address of Principal Executive Offices)                 (Zip Code)

Registrant's telephone number, including area code:         865/769-4011
--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)
Item 2.  Acquisition or Disposition of Assets.

         On  November  19,  2002,  Provectus  Pharmaceuticals,  Inc.,  a  Nevada
corporation   (the   "Company"),   announced   that  it  had   acquired   Valley
Pharmaceuticals,  Inc., a Tennessee corporation formerly known as Photogen, Inc.
("Valley"),  from the holders of Valley's  issued and  outstanding  common stock
(the "Valley Stockholders") by means of a merger of a wholly owned subsidiary of
the Company  with and into Valley (the  "Merger").  The Merger was  accomplished
pursuant to an  Agreement  and Plan of  Reorganization  dated as of November 15,
2002 among the  Company,  its  wholly  owned  subsidiary,  Valley and the Valley
Stockholders  (the  "Reorganization  Agreement"),  a copy of  which  is filed as
Exhibit 2.1 hereto. By virtue of the Merger, Valley changed its name to "Xantech
Pharmaceuticals, Inc."

         The  assets  owned  by  Valley  consist   principally  of  intellectual
property,  including issued U.S. patents and patentable inventions,  and certain
office and  laboratory  equipment and  inventory.  The Company  intends to cause
Xantech Pharmaceuticals to use these assets in order to develop (i) prescription
drugs,  medical and other devices (including laser devices) and over-the-counter
pharmaceuticals in the fields of dermatology and oncology, and (ii) technologies
for the  preparation  of human and  animal  vaccines,  diagnosis  of  infectious
diseases and enhanced production of genetically engineered drugs.

     The  Valley  Stockholders  consist  of the five  scientists  who  initially
founded Photogen,  Inc. and certain entities  benefiting them and the members of
their respective families. When known as Photogen, Inc., Valley previously was a
wholly owned  subsidiary of Photogen  Technologies,  Inc., a Nevada  corporation
("Technologies").  The  Valley  Stockholders  acquired  all  of the  issued  and
outstanding  stock of Valley,  in exchange for the  redemption of their stock in
Technologies, pursuant to a Separation Agreement dated as of July 29, 2002 among
Technologies,  Photogen,  the Valley Stockholders and certain other stockholders
of  Technologies.  The Valley  Stockholders  include H. Craig Dees,  Ph.D.,  the
Company's  Chief  Executive  Officer,  Timothy C. Scott,  Ph.D.,  the  Company's
President,  and Eric A. Wachter, the Company's Executive Vice President, as well
as certain entities organized for the benefit of the respective families of Drs.
Dees, Scott and Wachter.

         As  consideration  for the  acquisition  of  Valley,  in the Merger the
Company issued an aggregate of 500,007 of its common shares, $.001 par value per
share (the "Common  Shares") to the Valley  Stockholders,  including  Drs. Dees,
Scott and Wachter and the entities organized for the benefit of their respective
families.  The Company believes that the terms of the  Reorganization  Agreement
are no less favorable to the Company than terms that could have been  determined
through arms-length bargaining.

Item 5.  Other Events.

1. The Company  issued a press release dated  November 20, 2002  announcing  the
acquisition  of Valley.  A copy of that news release is filed as Exhibit 99.1
                                                                    ------------
to this Current Report on Form 8-K.

Item 7.  Financial Statements, Pro Forma Financial Information and
Exhibits.

(a)      Financial Statements of Businesses Acquired.

         Pursuant to Rules 3-05(a)(2) and 11-01(d) of Regulation S-X, the
Company has determined that the assets acquired in the Merger do not constitute
the acquisition of a "business" within the meaning of Rule 11-01(d) of
Regulation S-X. This determination is based on the following factors:

1. The assets owned by Valley consisted entirely of intellectual property and
office and laboratory equipment required to continue development of the
technologies embodied in that intellectual property. Valley did not receive any
other assets from Technologies at the time of its split-off from Technologies,
including such indicia of a "business" as accounts receivable, customer lists.

2. At the time of its acquisition by the Company in the Merger, Valley had no
customer base and no continuing operations. Neither Technologies (prior to the
separation of Valley and Technologies) nor Valley (subsequent to the separation)
had any distribution mechanisms or sales force for the sale of products
embodying the acquired intellectual property and technologies.

3. Neither Technologies (prior to the separation of Valley and Technologies) nor
Valley (subsequent to the separation) had generated any revenues from the assets
acquired by the Company in the Merger. The intellectual property assets acquired
by the Company are developmental in nature, and will require the investment of
additional capital in order to achieve commercialization.

         In view of the determination described above, the Company has
determined that it has no obligation to file the financial statements otherwise
required by Item 7(a)(2) of Form 8-K.

                                       1
(b)      Pro Forma Financial Information.

          In view of the determination described in Item 7(a) above, the Company
has determined that it has no obligation to file the pro forma financial
information otherwise required by Item 7(b)(2) of Form 8-K.

(c)      Exhibits.

         Exhibits required by Item 601 of Regulation S-B are incorporated herein
by reference and are listed on the attached Exhibit Index,  which begins on page
X-1 of this Current Report on Form 8-K.

                                       2
Signatures

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    Provectus Pharmaceuticals, Inc.

Dated:   November 26, 2002          By: /s/Timothy C. Scott
                                        ---------------------------
                                        Timothy C. Scott
                                        President

                                       3
Exhibit Index

Exhibit No.                                                  Description

   2.1*   Agreement  and Plan of  Reorganization  dated as of November  15, 2002
          among  the  Company,  Provectus  Pharmaceuticals,  Inc.,  a  Tennessee
          corporation  and a wholly  owned  subsidiary  of the  Company,  Valley
          Pharmaceuticals,  Inc.,  a  Tennessee  corporation  formerly  known as
          Photogen,  Inc., H. Craig Dees, Ph.D., Dees Family Foundation,  Walter
          Fisher,  Ph.D.,  Fisher Family Investment  Limited  Partnership,  Walt
          Fisher 1998 Charitable  Remainder  Unitrust,  Timothy C. Scott, Ph.D.,
          Scott Family Investment Limited  Partnership,  John T. Smolik,  Smolik
          Family  LLP,  Eric  A.  Wachter,  Ph.D.,  and  Eric  A.  Wachter  1998
          Charitable Remainder Unitrust.

  99.1    Press Release of the Company dated November 20, 2002.

--------------------

     *    The  Company  agrees by this filing to  supplementally  furnish to the
          Commission,  upon request,  a copy of the exhibits and/or schedules to
          this agreement.

                                      X-1
Exhibit 2.1
                                  -----------

                      Agreement and Plan of Reorganization

                          dated as of November 15, 2002

                                  by and among

                        PROVECTUS PHARMACEUTICALS, INC.,
                              a Nevada corporation

                        PROVECTUS PHARMACEUTICALS, INC.,
                             a Tennessee corporation

                          VALLEY PHARMACEUTICALS, INC.,
                             a Tennessee corporation

                                       and

                              H. CRAIG DEES, PH.D.,
                             DEES FAMILY FOUNDATION,
                              WALTER FISHER, PH.D.,
                  FISHER FAMILY INVESTMENT LIMITED PARTNERSHIP,
                 WALT FISHER 1998 CHARITABLE REMAINDER UNITRUST,
                            TIMOTHY C. SCOTT, PH.D.,
                  SCOTT FAMILY INVESTMENT LIMITED PARTNERSHIP,
                                 JOHN T. SMOLIK,
                               SMOLIK FAMILY LLP,
                           ERIC A. WACHTER, PH.D., AND
               ERIC A. WACHTER 1998 CHARITABLE REMAINDER UNITRUST,
                the stockholders of Valley Pharmaceuticals, Inc.
AGREEMENT AND PLAN OF REORGANIZATION
--------------------------------------------------------------------------------

                                Table of Contents

                                                                            Page

Table of Contents..............................................................i

Index to Exhibits.............................................................ii

Recitals 1

1. Definitions and Construction................................................2

   1.01. Certain Definitions...................................................2
   1.02. Other Definitions.....................................................3
   1.03. Rules of Interpretation...............................................3
   1.04. Headings..............................................................4
   1.05. Construction..........................................................4

2. The Merger..................................................................4

   2.01. The Merger............................................................4
   2.02. Effective Time........................................................5
   2.03. Surviving Corporation.................................................5
   2.04. Conversion of Company Shares in the Merger............................5
   2.05. Conversion of Subsidiary Shares in the Merger.........................5
   2.06. Surrender and Exchange of Certificates................................6

3. Closing.....................................................................6

   3.01. Time and Place of Closing.............................................6
   3.02. Conditions Precedent to Obligations of the Shareholders
         and the Company.......................................................6
   3.03. Conditions Precedent to Obligations of the Parent
         and the Subsidiary....................................................7
   3.04. Company's and Shareholders' Performance at Closing....................7
   3.05. Parent's Performance at Closing.......................................8
   3.06. Termination in Absence of Closing.....................................8

4. Representations and Warranties of the Company and Shareholders..............9

   4.01. Organization and Standing.............................................9
   4.02. Capitalization........................................................9
   4.03. Subsidiaries, Etc....................................................10
   4.04. Authority for Agreements; No Conflicts...............................10
   4.05. Governmental Authorizations..........................................10
   4.06. Litigation...........................................................10
   4.07. Compliance with Laws.................................................11
   4.08. Accuracy of Information..............................................11
   4.09. Acquisition of the Parent Shares.....................................11

5. Representations and Warranties of the Parent and the Subsidiary............11

   5.01. Organization.........................................................11
   5.02. Capitalization.......................................................11
   5.03. Authority for Agreements.............................................12
   5.04. Governmental Authorizations..........................................12
   5.05. Litigation...........................................................12
   5.06. Financial Statements and Reports; Absence of Liabilities.............12
   5.07. Compliance with Laws.................................................13
   5.08. Accuracy of Information..............................................13

                                       i
6. Post-Closing Obligations...................................................13

   6.01. Further Assurances...................................................13
   6.02. Transfer of Parent Shares............................................13

7. Amendment and Waiver.......................................................14

   7.01. Assignment and Amendment of Agreement................................14
   7.02. Waiver...............................................................15

8. General Provisions.........................................................15

   8.01. Notices..............................................................15
   8.02. Entire Agreement.....................................................15
   8.03. Severability.........................................................15
   8.04. Governing Law; Venue of Actions......................................16
   8.05. Counterparts.........................................................16

Signatures....................................................................17

                                Index to Exhibits

Exhibit A.....................................Shareholders' Beneficial Ownership

Exhibit B...........................................Agreement and Plan of Merger

Exhibit C.....................................................Articles of Merger

Exhibit D..........Amended and Restated Charter of Xantech Pharmaceuticals, Inc.

Exhibit E................................Bylaws of Xantech Pharmaceuticals, Inc.

                                       ii
Agreement and Plan of Reorganization

         This Agreement and Plan of  Reorganization  (this  "Agreement") is made
and entered  into as of November  15, 2002 (the  "Effective  Date") by and among
Provectus Pharmaceuticals,  Inc., a Nevada corporation (the "Parent"); Provectus
Pharmaceuticals,  Inc., a Tennessee corporation and a wholly owned subsidiary of
the  Parent  (the  "Subsidiary");  Valley  Pharmaceuticals,  Inc.,  a  Tennessee
corporation  formerly known as Photogen,  Inc. (the  "Company");  H. Craig Dees,
Ph.D.,  an  individual  resident  of the  State of  Tennessee,  and Dees  Family
Foundation  (collectively,  the "Dees  Shareholders");  Walter Fisher, Ph.D., an
individual resident of the State of Tennessee,  Fisher Family Investment Limited
Partnership,  and Walt Fisher 1998 Charitable Remainder Unitrust  (collectively,
the "Fisher  Shareholders");  Timothy C. Scott, Ph.D., an individual resident of
the  State  of  Tennessee,  and  Scott  Family  Investment  Limited  Partnership
(collectively, the "Scott Shareholders"); John T. Smolik, an individual resident
of the State of  Tennessee,  and Smolik  Family LLP  (collectively,  the "Smolik
Shareholders");  and Eric A. Wachter, Ph.D., an individual resident of the State
of  Tennessee,   and  Eric  A.  Wachter  1998  Charitable   Remainder   Unitrust
(collectively,  the "Wachter Shareholders" and, with the Dees Shareholders,  the
Fisher  Shareholders,  the Scott Shareholders and the Smolik  Shareholders,  the
"Shareholders").

                                    Recitals

A.  Pursuant  to the  Separation  Agreement  dated as of July 29, 2002 among the
Shareholders,  Photogen Technologies,  Inc. ("Photogen"), the Company, Robert J.
Weinstein,   M.D.,  Stuart  P.  Levine  and  Tannebaum,   LLC  (the  "Separation
Agreement"),  Photogen  purchased  and redeemed from the  Shareholders,  and the
Shareholders sold to Photogen, all of the shares of Photogen's common stock, par
value $.001 per share (the "Photogen Shares") held by the Shareholders.

B. Pursuant to the Separation Agreement,  Photogen sold and delivered to Timothy
C. Scott,  Ph.D. (the "Agent'),  as agent for the  Shareholders  pursuant to the
Stock  Ownership  and Agency  Agreement  dated as of November 15, 2002 among the
Company and the  Shareholders  (the  "Ownership  Agreement"),  500 shares of the
Company's common stock, $.01 par value per share (the "Company Shares").

C. The Agent,  as agent for the  Shareholders,  is the record  owner,  and the
Shareholders  are the beneficial  owners,  of all of the issued and  outstanding
Company Shares.

D. The Boards of Directors  of the Parent,  the  Subsidiary  and the Target have
approved  the  acquisition  of the  Target  by  the  Parent,  and in  connection
therewith  the Merger (as  defined in  Section  2.01  hereof),  on the terms and
subject to the  conditions  set forth in this Agreement and in the Agreement and
Plan of Merger  attached  hereto as  Exhibit B to this  Agreement  (the  "Merger
Agreement").

E. It is intended that this  transaction be a tax free  reorganization  as set
forth  inss.  368(a) of the  Internal  Revenue  Code of 1986,  as  amended  (the
"Code").

                                    Agreement

         THEREFORE, in consideration of the Recitals set forth above, the mutual
covenants  and  agreements  set  forth  herein,  and  other  good  and  valuable
consideration, the receipt and sufficiency of which hereby are acknowledged, the
Parent,  the  Subsidiary,  the  Company  and the  Shareholders  hereby  agree as
follows:

                                       1
1.
                          DEFINITIONS AND CONSTRUCTION

1.01.    Certain Definitions

          For the  purposes  of this  Agreement,  the  following  terms have the
     following meanings:

         (a)  "Business"  means  the  "Therapeutic  Business,"  as that  term is
defined in the Separation Agreement.

         (b) "Business Day" means a day other than Saturday,  Sunday or a day on
which banks are not open for business.

         (c) "Consent"  means any  approval,  consent,  ratification,  waiver or
other authorization.

         (d) "Contemplated  Transactions"  means the Merger, the issuance of the
Parent Shares and the other transactions  contemplated by this Agreement and the
other Transaction Documents.

         (e)  "Contracts"  means any and all  contracts,  agreements  (including
consulting  agreements),  franchises,   understandings,   arrangements,  leases,
licenses,  registrations,  authorizations,  easements, servitude, rights of way,
mortgages,  bonds, notes, guarantees,  liens,  indebtedness,  approvals or other
instruments  or  undertaking  to which  the  Company  is a party or to which the
Company or the property of the Company is subject or bound.

         (f) "Encumbrance" means any lien (statutory or other), lease, mortgage,
pledge, security interest,  conditional sales agreement,  charge, claim, option,
easement,  right-of-way,  adverse  interest or other  encumbrance of any kind or
nature  whatsoever  owed to,  owned by,  accrued  to, or in favor of any  Person
whatsoever.

         (g) "GAAP" means the generally  accepted  accounting  principles of the
United States, consistently applied.

         (h) "Governmental  Authority" means any nation,  state,  county,  city,
town, borough, village,  district or other jurisdiction;  federal, state, local,
municipal,  foreign  or other  government;  governmental  or  quasi-governmental
authority  of any nature  (including  any  agency,  branch,  department,  board,
commission,   court,  tribunal  or  other  entity  exercising   governmental  or
quasi-governmental powers); multinational organization or body; body exercising,
or entitled or purporting to exercise, any administrative,  executive, judicial,
legislative, police, regulatory or taxing authority or power; or official of any
of the foregoing.

         (i) "Governmental  Authorizations" means any and all Consents, permits,
licenses, registrations, agencies, orders or contracts issued, granted, given or
otherwise made available by or under the authority of any Governmental Authority
or pursuant to any Law.

         (j) "Hazardous  Materials" means any mixture or material containing any
pollutant, toxic substance,  Hazardous Materials, hazardous substance, hazardous
material,  oil,  petroleum  product  or  by-product,   asbestos,  lead  product,
polychlorinated  biphenyl,  radioactive  material,  radon or any other  material
listed, classified or regulated pursuant to an Environmental Law.

         (k) "Law" means any local,  county,  state,  federal,  foreign or other
law, statute,  regulation,  ordinance,  rule, order, decree,  judgment,  consent
decree,  settlement agreement or governmental requirement enacted,  promulgated,
entered into, agreed or imposed by any Governmental Authority.

                                        2
(l)  "Liability"  means with  respect to any Person,  any  liability or
obligation of such Person of any kind,  character or description,  whether known
or  unknown,  absolute  or  contingent,   accrued  or  unaccrued,   disputed  or
undisputed, liquidated or unliquidated,  secured or unsecured, joint or several,
due or to become due, vested or unvested, executory, determined, determinable or
otherwise,  and  whether  or not  the  same is  required  to be  accrued  on the
financial statements of such Person.

         (m) "Material  Adverse  Change" means a material  adverse change in the
business, prospects, assets or condition, financial or otherwise, of a Person or
thing.

         (n)  "Ordinary  Course of Business"  means the conduct and operation of
the Business in the manner in which the Company have  conducted and operated the
Business at any time prior to the Effective  Date,  following usual and ordinary
accounting practices,  making ordinary accruals,  incurring ordinary liabilities
and expenditures,  and making ordinary  commitments for merchandise,  insurance,
rentals, and other ordinary business.

         (o) "Parent Share" means one of the Parent's  common shares,  par value
$.001 per share.

         (p) "Parties"  means the Parent,  the  Subsidiary,  the Company and the
Shareholders.

         (q)  "Person"  means  any  corporation,   limited  liability   company,
partnership, firm, joint venture, individual, association, trust, unincorporated
or other entity.

         (r)  "Proceeding"  means  any  action,  arbitration,   audit,  hearing,
investigation,  litigation or suit  (whether  civil,  criminal,  administrative,
judicial  or  investigative,  whether  formal  or  informal,  whether  public or
private)  commenced,  brought,  conducted  or heard by or before,  or  otherwise
involving, any Governmental Authority or arbitrator.

         (s) "SEC" means the United States Securities and Exchange Commission.

         (t) "Securities Act" means the Securities Act of 1933.

         (u) "Third Party" means a Person that is not a party to this Agreement.

         (v) "Transaction Documents" means this Agreement, the Merger Agreement,
the Articles of Merger,  the Charter,  and the Bylaws,  together with such other
agreements,  certificates,   contracts,  documents  or  instruments  as  may  be
necessary or desirable to consummate the Contemplated Transactions.

1.02.    Other Definitions

         Terms defined in other  provisions of this  Agreement have the meanings
given in those provisions.

1.03.    Rules of Interpretation

         (a) Each term defined in the singular form in Section 1.01 or elsewhere
in this Agreement means the plural thereof whenever the plural form is used, and
each term  defined in the plural form means the  singular  thereof  whenever the
singular  form is used.  The use of a pronoun of any gender is applicable to all
genders.

         (b) Unless  otherwise  specified  therein,  all terms  defined in this
Agreement  have  the  meanings  as so  defined  herein  when  used in any  other
certificate, report or document made or delivered pursuant hereto.

                                       3
(c) The words  "hereof,"  "herein,"  "hereunder" and similar terms when
used  in  this  Agreement  refer  to this  Agreement  as a whole  and not to any
particular  provision  of this  Agreement,  and  article,  section,  subsection,
schedule and exhibit  references  herein are  references to articles,  sections,
subsections,   schedules  and  exhibits  to  this  Agreement   unless  otherwise
specified.

         (d) A reference to any agreement,  document or instrument refers to the
agreement, document or instrument as amended or modified and in effect from time
to time in accordance with the terms thereof and as permitted herein.

         (e) Except as otherwise  specified,  a reference to any  applicable law
refers to the law as amended,  modified,  codified,  replaced or  reenacted,  in
whole  or in  part,  and in  effect  from  time to time,  and to any  rules  and
regulations  promulgated  thereunder;  and a  reference  to any section or other
provision of any applicable law refers to that provision of the law from time to
time  in  effect  and  constituting  the  substantive  amendment,  modification,
codification,  replacement or  reenactment  of the  referenced  section or other
provision.

         (f)  The  words  "including"  and  "include"  means  including  without
limiting the generality of any description  preceding such term, the phrase "may
not" is prohibitive and not permissive, and the word "or" is not exclusive.

         (g) All  accounting  terms not  specifically  defined  herein  shall be
construed in  accordance  with GAAP.  All terms used in Article 9 of the Uniform
Commercial  Code as  enacted  in the  State of  Tennessee  and not  specifically
defined herein are used herein as defined therein.

         (h) Unless otherwise stated in this Agreement,  in the computation of a
period of time from a specified date to a later  specified date, the word "from"
means "from but  excluding"  and the words "to" and  "until"  each means "to and
including."

1.04.    Headings

         The headings  preceding the text of the sections of this  Agreement and
the  exhibits  hereto are for  convenience  only and shall not be deemed part of
this Agreement.

1.05.    Construction

         The language used in this Agreement  shall be deemed to be the language
chosen by the parties to this Agreement to express their mutual intent, and no
rule of strict construction shall be applied against any party. Any reference to
any federal,  state,  local,  or foreign  statute or law shall be deemed also to
refer to all rules and regulations  promulgated  thereunder,  unless the context
requires otherwise.

                                       2.
                                   THE MERGER

2.01.    The Merger

         On the terms and subject to the  conditions  of this  Agreement and the
Merger  Agreement,  at the Effective Time (as defined in subsection 2.02 below),
the Subsidiary shall be merged with and into the Company in accordance with this
Agreement and the Merger Agreement,  and the separate corporate existence of the
Subsidiary  thereupon  shall  cease (the  "Merger").  The  Company  shall be the
surviving  corporation in the Merger (sometimes  hereinafter  referred to as the
"Surviving  Corporation").  The Merger shall have the effect set forth under the
applicable provisions of the Tennessee Business Corporation Act (the "TBCA").

                                       4
2.02.    Effective Time

         As soon as practicable  following the Closing (as defined  below),  the
Company and the Subsidiary (collectively,  the "Constituent Corporations") shall
execute and file with the Secretary of State of Tennessee  Articles of Merger in
the form attached hereto as Exhibit C (the "Articles of Merger"),  in accordance
with the applicable provisions of the TBCA. The Merger shall become effective at
the time of filing of the  Articles  of Merger  with the  Secretary  of State of
Tennessee, or at such later time which the parties hereto shall have agreed upon
and  designated  in the Articles of Merger as the  effective  time of the Merger
(the "Effective Time"). 2.03. Surviving Corporation

         (a)  The  name  of  the   Surviving   Corporation   shall  be  "Xantech
Pharmaceuticals, Inc."

         (b) The Amended and Restated Charter of Xantech Pharmaceuticals,  Inc.,
in the form attached hereto as Exhibit D (the  "Charter"),  shall be the Charter
of the Surviving  Corporation,  until duly amended in accordance  --------- with
applicable law.

         (c) The Bylaws of Xantech  Pharmaceuticals,  Inc., in the form attached
hereto  as  Exhibit  E (the  "Bylaws")  ---------  shall  be the  Bylaws  of the
Surviving Corporation, until duly amended in accordance with applicable law

         (d) The directors of the Subsidiary  immediately prior to the Effective
Time shall be the  directors of the  Surviving  Corporation  as of the Effective
Time and until their  successors are duly elected in accordance  with applicable
law.

         (e) The officers of the Subsidiary  immediately  prior to the Effective
Time shall be the officers of the Surviving Corporation as of the Effective Time
and until their successors are duly appointed in accordance with applicable law.

2.04.    Conversion of Company Shares in the Merger

         Pursuant to this  Agreement,  at the  Effective  Time, by virtue of the
Merger and without any action on the part of any holder of any capital  Stock of
the Company:

         (a) Each  Company  Share owned by the Parent or any  subsidiary  of the
Parent or the Company shall be cancelled and shall cease to exist from and after
the Effective Time; and

         (b) Each  remaining  issued  and  outstanding  Company  Share  shall be
converted into, and become exchangeable for, One Thousand (1,000) Parent Shares;
provided,  however,  that the Company  Shares held by the Agent as agent for the
Shareholders  shall be converted into an aggregate of Five Hundred  Thousand and
Seven  (500,007)  authorized but unissued  Parent Shares,  and each  Shareholder
shall be  entitled  to that  number of Parent  Shares  set forth  opposite  each
Shareholder's name on Exhibit A to this Agreement.

2.05.    Conversion of Subsidiary Shares in the Merger

         At the  Effective  Time, by virtue of the Merger and without any action
on the part of any holder of any capital  Stock of the  Subsidiary,  each issued
and outstanding  share of common stock of the Subsidiary shall be converted into
and remain  outstanding  as one of the Surviving  Corporation's  common  shares,
without par value (the "Subsidiary Shares").

                                       5
2.06.    Surrender and Exchange of Certificates

         As soon as practicable after the Effective Time of the Merger and after
the surrender to the Parent,  at the principal  place of business of the Parent,
or such other  place as the  Parent  may  designate,  of all  certificates  that
immediately  prior to the Effective Time of the Merger  represented  outstanding
Company Shares, the Parent shall issue to each of the Shareholders a certificate
registered in the name of each  Shareholder  and evidencing the number of Parent
Shares  set  forth  opposite  each  Shareholder's  name  on  Schedule  A to this
Agreement.

                                       3.
                                     CLOSING

3.01.    Time and Place of Closing

         The closing of the Contemplated Transactions (the "Closing") shall take
place at  10:00  a.m.  on the  date  which is one  Business  Day  following  the
satisfaction or waiver of the conditions set forth in Sections 3.02 and 3.03, or
on such other date as is  mutually  agreed  between the  parties  (the  "Closing
Date"). The Closing shall take place at the offices of Baker, Donelson, Bearman,
& Caldwell, P.C., Riverview Tower, Suite 2200, 900 South Gay Street,  Knoxville,
Tennessee  37902, or such other place as is mutually agreed between the parties.
The  Closing  shall be  deemed  to have been  completed  as of 5:00 p.m.  on the
Closing Date.

3.02.    Conditions Precedent to Obligations of the Shareholders and the Company

         The  obligations  of the  Company  and the  Shareholders  to effect the
Closing and to  consummate  the  Contemplated  Transactions  are subject to, and
shall be conditioned upon, the satisfaction of each of the following  conditions
on or prior to the Closing Date:

     (a)  The  representations  and  warranties  made  by  the  Parent  and  the
Subsidiary  in Section 5 of this  Agreement  shall be  correct  in all  material
respects on and as of the Closing Date with the same force and effect (except as
affected  by the  transactions  contemplated  herein or  otherwise  approved  in
writing by the Company and changes  occurring  after the  Effective  Date in the
ordinary  course of the Parent's  business) as though such  representations  had
been made on and as of the Closing  Date.  The  covenants  of the Parent and the
Subsidiary contained herein shall not have been breached in any material respect
as of the Closing Date.

         (b) All of the terms,  covenants and conditions of this Agreement to be
complied  with and  performed by the Parent or the  Subsidiary  on or before the
Closing Date shall have been complied with and performed.

         (c) No  Consent of any Person or  Governmental  Authorization  from any
Governmental  Authority  not obtained and in effect on the Closing Date shall be
required  for  the  consummation  of  the  Contemplated  Transactions,   and  no
Proceeding shall be threatened or be pending against the Parent,  the Subsidiary
or the Company  which,  in the opinion of counsel  for the  Company,  presents a
reasonable  probability that the Contemplated  Transactions would be enjoined or
prevented, except as otherwise agreed to in writing by the Company.

         (d) The Parent and the Subsidiary  shall have delivered or caused to be
delivered  (or shall have  tendered or caused to be  tendered,  subject  only to
Closing) to the Company the documents and instruments required by Section 3.05.

                                       6
3.03.    Conditions Precedent to Obligations of the Parent and the Subsidiary

         The  obligations of the Parent and the Subsidiary to effect the Closing
and to  consummate  the  Contemplated  Transactions  shall be subject to, and be
conditioned  upon, the  satisfaction  of each of the following  conditions on or
prior to the Closing Date:

         (a) The  representations  and  warranties  made by the  Company and the
Shareholders  in  Section 4 of this  Agreement  hereof  shall be  correct in all
material  respects on and as of the Closing  Date with the same force and effect
(except  as  affected  by the  transactions  contemplated  herein  or  otherwise
approved in writing by the Company and  changes  occurring  after the  Effective
Date in the Ordinary Course of Business) as though such representations had been
on and as of the Closing Date.

         (b) All of the terms and  conditions  of this  Agreement to be complied
with and performed by the Company or the  Shareholders  on or before the Closing
Date shall have been complied with and performed.

         (c) All Consents of any Person or Governmental  Authorizations from any
Governmental  Authority which are required for the transfer of any assets or the
consummation of the  Contemplated  Transactions  shall have been obtained and in
effect on the Closing Date.

         (d) No Proceeding  shall be threatened or be pending against the Parent
or the Company  which,  in the  opinion of counsel  for the  Parent,  presents a
reasonable  probability that the  Contemplated  Transactions or the right of the
Parent to continue the operations of the properties,  assets and business of the
Company would be enjoined or prevented, except as otherwise agreed to in writing
by the Parent.

         (e) No  properties  or assets of the Company  shall have  suffered  any
destruction  or damage by fire,  accident  or other  casualty  or act of God not
fully  covered  by  insurance  or  resulting  or likely to result in a  Material
Adverse Change in the Company or its assets or business.

         (f) The  Parent  shall  have  received  written  evidence  in form  and
substance satisfactory to it of the termination of any and all Encumbrances that
encumber  any of the  assets  or other  properties  of the  Company,  except  as
otherwise agreed to in writing by the Parent.

         (g) At the Closing  Date,  there shall exist no  violations  of any Law
materially affecting the assets, properties or business of the Company.

         (h) The Company and the Shareholders  shall have delivered or caused to
be delivered (or shall have  tendered or caused to be tendered,  subject only to
Closing) to the Parent the documents and instruments required by Section 3.04.

3.04.    Company's and Shareholders' Performance at Closing

         At or prior to the Closing,  the Company and/or the Shareholders  shall
deliver to the Parent:

         (a) One or more certificates  representing the Company Shares, together
with  accompanying  stock transfer  powers or  instruments  of assignment,  duly
endorsed  in blank by the Agent as agent for the  Shareholders  pursuant  to the
Ownership Agreement;

         (b) The Merger Agreement, duly executed by the Company;

         (c) The Articles of Merger, duly executed by the Company;

                                       7
(d) A good standing certificate regarding the Company, certified by the
Secretary of State of Tennessee and dated within five Business Days prior to the
Closing Date;

         (e) A  certificate  duly  executed  by an  appropriate  officer  of the
Company to the effect that each of the conditions set forth in Sections 3.03(a),
3.03(b),  3.03(c),  3.03(d),  3.03(e),  and 3.03(g) of this  Agreement  has been
satisfied by the Company in all respects;

         (f) A certificate  duly executed by each Shareholder to the effect that
each of the  conditions  set  forth in  Sections  3.03(a)  and  3.03(b)  of this
Agreement has been satisfied by each Shareholder in all respects;

         (g) Evidence  satisfactory to the Parent of the receipt of all Consents
required  to be  received  from any Person and all  Governmental  Authorizations
required  to be  received  from  any  Governmental  Authority,  including  those
required for the assumption by the Company of the Contracts;

         (h)  Written  evidence to the effect  that the  Company's  Shareholders
approved this Agreement and the  Contemplated  Transactions  in accordance  with
Tennessee law;

         (i) All books and records of the Company,  including  all corporate and
other  records,  minute books,  stock record books,  stock  registers,  books of
accounts, contracts,  agreements and such other documents or certificates as may
be requested by the Parent;

         (j) Satisfactory evidence that the Parent's designees shall be the only
authorized  signatories  with respect to each of the Company's bank accounts and
credit facilities.

3.05.    Parent's Performance at Closing

         At or  prior  to  Closing,  the  Parent  shall  deliver  or cause to be
delivered to the Company or the Shareholders, as appropriate, the following:

         (a)  Certificates  representing the Parent Shares to be issued pursuant
to Sections 2.05 and 2.06 hereof,  registered  in the names of the  Shareholders
and duly executed by the Parent;

         (b) A  certificate  executed  by an officer of the Parent to the effect
that (i) all of the  representations  and warranties  made by the Parent in this
Agreement  are true and  correct  as of the  Closing  Date and (ii)  none of the
covenants made by the Parent have been breached as of the Closing Date; and

         (c) Written evidence to the effect that the Parent's Board of Directors
approved this Agreement and the Contemplated Transactions.

3.06.    Termination in Absence of Closing

         (a) If by the close of business on December 31,  2002,  the Closing has
not  occurred,  then either the Parent or the Company may  thereafter  terminate
this Agreement by written  notice to such effect to the other  Parties,  without
liability  of or to any other  Party to this  Agreement  unless  the  reason for
Closing  having  not  occurred  is  (i)  such  Party's  breach  of  any  of  its
representations,  warranties or covenants or other  provision of this Agreement,
or (ii) the failure of such Party to perform its obligations hereunder.  In such
event, the defaulting Party shall be liable to all other Parties for all damages
incurred  by the  non-defaulting  Parties,  including  but  not  limited  to all
expenses,  costs and attorney fees incurred in due  diligence,  negotiation  and
drafting of this Agreement and all Transaction Documents.
8

         (b)  Notwithstanding  approval of the  transaction by the  stockholders
and/or the Board of Directors of the Parent, this Agreement and the transactions
contemplated  herein may be terminated  and abandoned at any time on or prior to
the Closing Date by the Parent if:

         (i) any  representation  or warranty made herein for the benefit of the
Parent or any certificate, schedule or document furnished to the Parent pursuant
to this Agreement is untrue then or at the time of Closing;

         (ii) The Company shall have defaulted in any respect in the performance
of any obligation under this Agreement; or

         (iii) any Material Adverse Change in the Company has occurred.

                                       4.
         REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SHAREHOLDERS

         The Company and each  Shareholder  jointly and severally  represent and
warrant to the Parent as follows:

4.01.    Organization and Standing

         (a) The Company is a corporation  duly  incorporated,  validly existing
and in good  standing  under  the laws of the  State of  Tennessee  and has full
corporate and authority to own, manage, lease and hold its assets and to conduct
the  Business  as  presently  conducted.  The  Company is duly  qualified  to do
business as a foreign  corporation and is in good standing in every jurisdiction
in which the failure to so qualify would cause a Material Adverse Change.

         (b) The Company has furnished or made  available to the Parent true and
complete  copies of its Charter and its  Bylaws,  both as in effect  immediately
prior to the Closing.  The minute books of the Company that have been  delivered
to the  Parent  for  review  contain  a  complete  and  accurate  record  of all
stockholders of the Company, the number and class of the shares of capital stock
owned by each, and all actions of the stockholders and directors of the Company.

4.02.    Capitalization

         The  authorized  capital  stock the  Company  consists  of 500  Company
Shares, 500 of which are issued and outstanding as of the Effective Date. All of
the issued and  outstanding  Company Shares are owned of record by the Agent, as
agent  for  the  Shareholders  pursuant  to the  Ownership  Agreement;  and  are
beneficially owned by the Shareholders in the percentages set forth on Exhibit A
to this  Agreement.  At the  Closing,  the capital  stock of the Company has the
voting  powers,  designations,   preferences,  rights  and  qualifications,  and
limitations or restrictions  set forth in the Charter of the Company.  Except as
provided in this Agreement, (a) no subscription,  warrant,  option,  convertible
security or other right (contingent or otherwise) to purchase or acquire capital
stock of the  Company is  authorized  or  outstanding,  (b) the  Company  has no
obligation (contingent or otherwise) to issue any subscription, warrant, option,
convertible  security  or other  such  right or to  issue or  distribute  to the
Shareholders any evidences of indebtedness or assets of the Company, and (c) the
Company has no  obligation  (contingent  or  otherwise)  to purchase,  redeem or
otherwise  acquire  any  capital  stock or any  interest  therein  or to pay any
dividend or make any other  distribution in respect  thereof.  All of the issued
and outstanding  capital stock of the Company has been offered,  issued and sold
by the Company in compliance with applicable Federal and state securities laws.
9
4.03.    Subsidiaries, Etc.

         The Company has no subsidiaries  and does not own or control,  directly
or  indirectly,  any shares of  capital  stock of any other  corporation  or any
interest  in any  partnership,  joint  venture or other  non-corporate  business
enterprise.

4.04.    Authority for Agreements; No Conflicts

         (a) This Agreement  constitutes the legal, valid and binding obligation
of the  Company  and  each  Shareholder,  enforceable  against  each  of them in
accordance  with its terms.  Upon the  execution and delivery by the Company and
the Shareholders of the Transaction  Documents to which any of them are a party,
each of the Transaction  Documents will constitute the legal,  valid and binding
obligation of the Company and each of the Shareholders, enforceable against each
of them in  accordance  with  its  terms.  The  Company  has  the  absolute  and
unrestricted  right,  power and authority to execute and deliver this  Agreement
and the  Transaction  Documents  to  which  it is a  party  and to  perform  its
obligations under this Agreement and the Transaction Documents,  and such action
has been duly authorized by all necessary action by the Company's members.  Each
Shareholder  has all necessary  legal  capacity to enter into this Agreement and
the  Transaction  Documents  to which he or she is a party and to perform his or
her obligations hereunder and thereunder.

         (b)  The  execution  of  and  compliance  with  the  provisions  of the
Transaction  Documents and the performance of the  Contemplated  Transactions by
the Company and each  Shareholder will not violate any provision of law and will
not  conflict  with or result in any breach of any of the terms,  conditions  or
provisions  of, or  constitute a default  under,  or require a consent or waiver
under,  (i) the Charter or Bylaws of the Company;  (ii) any Contract;  (iii) any
contract,  lease,  agreement or other  instrument to which any  Shareholder is a
party or by which they or any of their properties is bound;  (iv) or any decree,
judgment,  order,  statute,  rule or regulation applicable to the Company or any
Shareholder.

4.05.    Governmental Authorizations

         (a) No Governmental Authorization of or from any Governmental Authority
is required on the part of the Company or any Shareholder in connection with the
execution,  delivery  and  performance  of the  Transaction  Documents  and  the
Contemplated Transactions.

         (b)  The  Company  has all  Governmental  Authorizations  necessary  to
construct,  own, operate, use and/or maintain the assets and the Business in all
locations   where  the  Company   conducts  the  Business.   Such   Governmental
Authorizations are valid and subsisting and all fees required to be paid thereon
have been paid.  No  proceeding  is pending or  threatened  to modify,  suspend,
revoke,  withdraw,  terminate or otherwise limit any Governmental  Authorization
which  could  materially  adversely  affect  the  ability  of the Parent to own,
operate or use the assets or conduct the Business  after the Closing Date as the
Business has been operated by the Company prior to the Effective Date.

4.06.    Litigation

         There is no Proceeding pending or threatened against the Company or any
Shareholder  which  questions the validity of this Agreement or the right of the
Company  or any  Shareholder  to enter  into it, or which  might  cause,  either
individually or in the aggregate, a Material Adverse Change.

                                       10
4.07.    Compliance with Laws

         The Company is and has been in  compliance in all respects with any and
all applicable  Laws. The Company has not received or entered into any citation,
complaints,  consent order  compliance  schedules or other  similar  enforcement
order or received  written  notice from any  governmental  authority  that would
indicate that the Company is not currently in compliance with all such Laws.

4.08.    Accuracy of Information

         All  information   provided  to  the  Parent  by  the  Company  or  the
Shareholders  as an inducement to the Parent to enter into this  Agreement or in
compliance  with the  provisions of this Agreement are accurate and complete and
do not  contain  any  untrue  statement  of a  material  fact or omit to state a
material fact necessary in order to make the statements made in the light of the
circumstances under which they were made, not misleading.

4.09.    Acquisition of the Parent Shares

         (a) Each Shareholder is acquiring the Parent Shares for his, her or its
own account  for  investment  and not with a view to, or for sale in  connection
with, any distribution  thereof,  nor with any present intention of distributing
or  selling  the  same;  and no  Shareholder  has any  present  or  contemplated
agreement,  undertaking,  arrangement,  obligation,  indebtedness  or commitment
providing for the disposition thereof.

         (b)  The  Shareholders  have  reviewed  carefully  the  representations
concerning the Parent  contained in this Agreement,  have made detailed  inquiry
concerning  the Parent,  its  business  and its  personnel;  the officers of the
Parent have made available to the Shareholders  any and all written  information
which they have requested and have answered to each  Shareholder's  satisfaction
all inquiries  made by any  Shareholder;  and each  Shareholder  has  sufficient
knowledge and  experience in investing in companies  similar to the Parent so as
to be able to evaluate the risks and merits of its  investment in the Parent and
are able financially to bear the risks thereof.

                                       5.
         REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE SUBSIDIARY

         The Parent and the Subsidiary  represent and warrant to the Company and
the Shareholders as follows:

5.01.    Organization

         The Parent is a corporation duly incorporated,  validly existing and in
good  standing  under  the laws of the  State of  Nevada.  The  Subsidiary  is a
corporation duly  incorporated,  validly existing and in good standing under the
laws of the State of Tennessee.  The  Corporation  and the Subsidiary  have full
corporate  power to conduct the Business as now conducted and as to be conducted
following  the Closing.  The  Subsidiary  is duly  qualified to do business as a
foreign  corporation  and is in good standing in every  jurisdiction  where such
qualification is required or will be required by virtue of the Merger.

5.02.    Capitalization

         The authorized  capital stock of Parent consists of 100,000,000  Parent
Shares,  of which  ___________  shares  are  issued  and  outstanding  as of the
Effective  Date.  The Parent  Shares to be issued  pursuant to Sections 2.05 and
2.06 of this Agreement, upon issuance, will be duly authorized,  validly issued,
fully paid and nonassessable common shares of the Parent.

                                    11
5.03.    Authority for Agreements

         The execution  and delivery of and  performance  under the  Transaction
Documents and the  consummation of the  Contemplated  Transactions by the Parent
and the Subsidiary have been duly authorized by all necessary  corporate action.
The  Transaction  Documents  to which either the Parent or the  Subsidiary  is a
party have been duly executed and delivered by the Parent and the Subsidiary, as
applicable,  and constitute valid and binding  obligations of the Parent and the
Subsidiary,  as the case may be, enforceable in accordance with their respective
terms.  The execution of and compliance  with the provisions of the  Transaction
Documents and the performance of the Contemplated Transactions by the Parent and
the Subsidiary  will not violate any provision of law and will not conflict with
or result in any breach of any of the terms,  conditions  or  provisions  of, or
constitute a default under, or require a consent or waiver under, the Charter or
Bylaws of the  Parent  or any  material  indenture,  lease,  agreement  or other
instrument  to which the Parent or the  Subsidiary is a party or by which either
of them or any of their  properties is bound,  or any decree,  judgment,  order,
statute, rule or regulation applicable to the Parent or the Subsidiary.

5.04.    Governmental Authorizations

         No Governmental  Authorization of or from any Governmental Authority is
required  on the part of the Parent or the  Subsidiary  in  connection  with the
execution,  delivery  and  performance  of the  Transaction  Documents  and  the
Contemplated  Transactions,  including the offer, issuance, sale and delivery of
the  Parent  Shares,  except  such  filings as shall have been made prior to and
shall be effective on and as of the Closing  (other than filings  required to be
made after the Closing under applicable federal and state securities laws, which
filings will be made in  accordance  with such laws).  Based in relevant part on
the  representations  made by the Company and the  Shareholders  in Section 5 of
this  Agreement,  the offer and sale of the Parent Shares to the Company and the
Shareholders will be in compliance with applicable  Federal and state securities
laws.

5.05.    Litigation

         There is no Proceeding,  pending,  or, to the Parent's  knowledge,  any
threat  thereof,  against  the  Parent or the  Subsidiary  which  questions  the
validity of this Agreement or the right of the Parent or the Subsidiary to enter
into it, or which  might  cause,  either  individually  or in the  aggregate,  a
Material Adverse Change in the Parent.

5.06.    Financial Statements and Reports; Absence of Liabilities

         (a) The Parent  previously has delivered to each  Shareholder a copy of
the following  periodic  reports and statements filed by the Parent with the SEC
(collectively, the "Parent Reports"):

             (i) The  Parent's  Annual  Report on Form  10-KSB for the fiscal
year ended December 31, 2001, as filed with the SEC on April 17, 2002;

             (ii) The  Parent's  Quarterly  Report  on Form  10-QSB  for the
fiscal quarter ended March 31, 2002, as filed with the SEC on May 21, 2002;

             (iii) The  Parent's  Quarterly  Report on Form  10-QSB  for the
fiscal quarter  ended  June 30,  2002,  as filed with the SEC on August  14,
2002,  as amended by filings on Form  10-QSB/A  filed with the SEC on August 15,
2002 and September 3, 2002;

                                       12
(iv) The  Parent's  Quarterly  Report  on Form  10-QSB  for the
fiscal quarter ended September 30, 2002 (the "Financial Reporting Date"), as
filed with the SEC on November __, 2002;

             (v) The Parent's  Current  Report on Form 8-K dated April 23, 2002,
as filed with the SEC on April 24, 2002, as amended by a filing on Form 8-K/A
filed with the SEC on May 29, 2002; and

             (vi) The Parent's  Current Report on Form 8-K dated August 7, 2002,
as filed with the SEC on August 20, 2002.

         (b) Since the Financial  Reporting Date, the Parent has not incurred or
otherwise  become  subject  to any  Liabilities  not set forth in the  financial
statements  set forth in the Parent  Reports  except in the  Ordinary  Course of
Business or as contemplated by this Agreement.

5.07.    Compliance with Laws

         The Parent and the  Subsidiary  each are and each has been in  material
compliance in all respects with any and all Laws applicable to the Parent or the
Subsidiary,  as the case may be.  Neither  the  Parent  nor the  Subsidiary  has
received or entered into any citations,  complaints,  consent orders, compliance
schedules,  or other similar  enforcement orders or received written notice from
any Governmental Authority that would indicate that the Parent or the Subsidiary
is not currently in material compliance with all applicable Laws.

5.08.    Accuracy of Information
         All  information  provided  to the Company or the  Shareholders  by the
Parent as an inducement to the Company and the  Shareholders  to enter into this
Agreement or in compliance  with the  provisions of this  Agreement are accurate
and do not contain any untrue  statement  of a material  fact or omit to state a
material  fact  necessary  in  order to make  the  information,  in light of the
circumstances under which they were given, not misleading.

                                       6.
                            POST-CLOSING OBLIGATIONS

6.01.    Further Assurances

         Following  the  Closing,  the  Shareholders  and the Parent  each shall
execute  and  deliver  such  documents,  and take such other  action as shall be
reasonably   requested  by  any  other  Party  to  carry  out  the  Contemplated
Transactions.

6.02.    Transfer of Parent Shares

         (a) Neither the Parent Shares issued pursuant to Sections 2.05 and 2.06
of this Agreement, nor any other shares of capital stock of the Parent issued in
respect   of  such   Parent   Shares   as  a  result   of   splits,   dividends,
reclassifications,  recapitalizations,  or  similar  events  (collectively,  the
"Restricted  Securities"),  may be offered or sold  except  (i)  pursuant  to an
effective registration statement under the Securities Act or (ii) if the Company
first  shall  have been  furnished  with an  opinion  of legal  counsel or other
evidence,  in either case reasonably  satisfactory to the Company, to the effect
that such sale or transfer is exempt from the  registration  requirements of the
Securities Act.

         (b) Except as  provided  in Section  6.02(c)  of this  Agreement,  each
certificate  representing  Restricted  Securities  issued to a Shareholder shall
bear the following legend (the "Private Placement Legend") on the face thereof:

                                       13
the securities represented by this certificate have not been registered
         under the  Securities Act of 1933, as amended (the  "Securities  Act"),
         and may not be  offered,  sold or  otherwise  transferred,  pledged  or
         hypothecated  unless and until such securites are registered  under the
         Securities  Act or an opinion of counsel or other  evidence,  in either
         case reasonably  satisfactory to the Company, is obtained to the effect
         that such registration is not required.

         (c)   Notwithstanding   the  provisions  of  Section  6.02(a)  of  this
Agreement,  no  registration  or opinion of counsel  shall be required for (i) a
transfer  without  payment  of  value by a Holder  which is a  partnership  or a
limited  liability  company to a partner of such partnership or a member of such
limited  liability company or a retired partner of such partnership or a retired
member of such limited  liability  company who retires after the date hereof, or
to the estate of any such partner, member, retired partner or retired member, if
the transferee agrees in writing to be subject to the terms of this Section 6.02
to the same extent as if he, she or it were an original party hereto;  or (ii) a
transfer made in accordance with Rule 144 under the Securities Act.

         (d) Upon the transfer, exchange or replacement of Restricted Securities
bearing the Private Placement Legend,  the Company shall deliver only Restricted
Securities,  as applicable,  that bear the Private Placement Legend, unless: (i)
such  transfer or exchange is  effected  pursuant to an  effective  registration
statement under the Securities  Act; or (ii) in the case of Parent Shares,  such
Parent  Shares were  acquired  pursuant to an effective  registration  statement
under the Securities  Act; or (iii) there is delivered to the Company an opinion
of legal counsel or other evidence,  in either case  reasonably  satisfactory to
the  Company,  to the  effect  that such  sale or  transfer  is exempt  from the
registration requirements of the Securities Act.

         (e)  By  its  acceptance  of any  certificate  representing  Restricted
Securities  and  bearing  the  Private   Placement   Legend,   each  Shareholder
acknowledges the restrictions on transfer of the Restricted Securities set forth
in  this  Section  6.02  and  agrees  that it  shall  transfer  such  Restricted
Securities only as provided in this Section 6.02.

                                       7.
                              AMENDMENT AND WAIVER

7.01.    Assignment and Amendment of Agreement

         This  Agreement  shall not be assignable  by any of the Parties  except
with the written consent of the others. This Agreement may be amended by written
agreement of the Parties and any such amendment may:

         (a) change the time or place for  performance of any of the obligations
or acts of the Parties,  including  changes of time and date of the Closing Date
or of the place of Closing;

         (b) waive any inaccuracies in or modify the  representations  contained
in this  Agreement or in any Exhibits or  Schedules  hereto or in any  documents
delivered pursuant hereto; and

         (c)  waive  compliance  with  or  modify  any of the  covenants  herein
contained and waive or modify performance of any obligations of the Parties.

                                       14
7.02.    Waiver

         Any  forbearance,  failure  or delay by any of the  Parties  hereto  to
exercise any right,  power or remedy  hereunder  shall not be deemed a waiver of
such  right,  power or remedy  and any single or  partial  exercise  of any such
right, power or remedy hereunder shall not preclude the further exercise thereof
and every right,  power or remedy of either  Party shall  continue in full force
and effect unless waived  specifically  by an instrument in writing  executed by
such Party.

                                       8.
                               GENERAL PROVISIONS

8.01.    Notices

         All  notices,  consents,  requests,  waivers  and other  communications
required  or  permitted  under this  Agreement  shall be in writing and shall be
deemed  to have  been  made  (x)  upon  actual  receipt,  when  given by hand or
confirmed facsimile or electronic mail transmission,  (y) one day after delivery
to the carrier,  when given by overnight  delivery service or (z) two days after
mailing,  when  given by  first-class  registered  or  certified  mail,  postage
prepaid,  return receipt requested;  in any case to the following address, or to
such other address as a party,  by notice to the other parties given pursuant to
this Section 8.01, may designate from time to time:

         (a) If to the Parent or to the         With a copy to:
             Subsidiary, to:

             Provectus Pharmaceuticals, Inc.    Baker, Donelson, Bearman &
             Attn: Eric A. Wachter, Ph.D.       Caldwell, P.C.
             7327 Oak Ridge Highway, Suite A    Attn:  David L. Morehous, Esq.
             Knoxville, TN 37931                Riverview Tower, Suite 2200
             Facsimile: 865.539.9654            900 South Gay Street
             Email: wachter@provectuscorp.com   Knoxville, TN 37902
                                                Facsimile: 865.525.8569
                                                Email: dmorehous@bdbc.com

        (b)  If to the Shareholders or to the Company, to:

             Valley Pharmaceuticals, Inc.
             Attention: Timothy C. Scott, Ph.D.
             7327 Oak Ridge Highway, Suite B
             Knoxville, TN 37931
             Facsimile: 865.539.9654
             Email: scott@provectuscorp.com

8.02.    Entire Agreement

         This Agreement and the other  Transaction  Documents  embody the entire
agreement  and  understanding  between  the parties  hereto with  respect to the
subject  matter hereof and supersedes  all prior  agreements and  understandings
relating to such subject matter.

8.03.    Severability

         The invalidity or  unenforceability  of any provision of this Agreement
shall not affect the validity or  enforceability  of any other provision of this
Agreement.

                                       15
8.04.    Governing Law; Venue of Actions

         This Agreement  shall be governed and construed in accordance  with the
internal  laws of the  State of  Tennessee  as  applied  to  contracts  made and
performed  within  the State of  Tennessee,  without  regard  to the  principles
thereof regarding resolution of conflicts of law.

8.05.    Counterparts

         This  Agreement  may be executed in one or more  counterparts,  each of
which shall be deemed to be an  original,  but all of which shall be one and the
same document.

                     * signatures begin on following page *

                                       16
Signatures

         IN  WITNESS  WHEREOF,   the  undersigned  Parties  have  executed  this
Agreement on and as of the Effective Date.

                             PROVECTUS PHARMACEUTICALS, INC., a Nevada
                             corporation                          (the "Parent")

                                By: /s/ Eric A. Wachter
                                ------------------------------------------------

                                Name: Eric A. Wachter
                                ------------------------------------------------

                                Title: Senior Vice President
                                ------------------------------------------------

                             PROVECTUS PHARMACEUTICALS, INC., a Tennessee
                             corporation                      (the "Subsidiary")

                                By: /s/ H. Craig Dees
                                ------------------------------------------------

                                Name: H. Craig Dees
                                ------------------------------------------------

                             VALLEY PHARMACEUTICALS, INC., a Tennessee
                             corporation                         (the "Company")

                                By: /s/ Timothy C. Scott
                                ------------------------------------------------

                                Name: Timothy C. Scott
                                ------------------------------------------------

                                Title: President
                                ------------------------------------------------

                             H. CRAIG DEES, PH.D., an individual resident of the
                             State of Tennessee

                                Signed: /s/ H. Craig Dees
                                ------------------------------------------------

                             DEES FAMILY FOUNDATION

                                By: /s/ H. Craig Dees
                                ------------------------------------------------

                                Name: H. Craig Dees
                                ------------------------------------------------

                                Title: President
                                ------------------------------------------------

                   * signatures continued on following page *

                                       17
WALTER FISHER, PH.D., an individual resident of the
                             State of Tennessee

                                Signed: /s/ Walter Fisher
                                ------------------------------------------------

                             FISHER FAMILY INVESTMENT LIMITED PARTNERSHIP

                                By: /s/ Walter Fisher
                                ------------------------------------------------

                                Name: Walter Fisher
                                ------------------------------------------------

                                Title: General Partner
                                ------------------------------------------------

                             WALT FISHER 1998 CHARITABLE REMAINDER UNITRUST

                                By: /s/ Walter Fisher
                                ------------------------------------------------

                                Name: Walter Fisher
                                ------------------------------------------------

                                Title: Trustee
                                ------------------------------------------------

                             TIMOTHY C. SCOTT, PH.D., an individual resident of
                             the State of Tennessee

                                Signed: /s/ Timothy C. Scott
                                ------------------------------------------------

                             SCOTT FAMILY INVESTMENT LIMITED PARTNERSHIP

                                By: /s/ Timothy C. Scott
                                ------------------------------------------------

                                Name: Timothy C. Scott
                                ------------------------------------------------

                                Title: General Partner
                                ------------------------------------------------

                             JOHN T. SMOLIK, PH.D., an individual resident of
                             the State of Tennessee

                                Signed: /s/ John Smolik
                                ------------------------------------------------

                   * signatures continued on following page *

                                       18
SMOLIK FAMILY LLP

                                By: /s/ John Smolik
                                ------------------------------------------------

                                Name: John T. Smolik
                                ------------------------------------------------

                                Title: Trustee
                                ------------------------------------------

                             ERIC A. WACHTER, PH.D., an individual resident of
                             the State of Tennessee

                                 Signed: /s/ Eric A. Wachter
                                ------------------------------------------------

                             ERIC A. WACHTER 1998 CHARITABLE REMAINDER UNITRUST

                                By: /s/ Eric A. Wachter
                                ------------------------------------------------

                                Name: Eric A. Wachter
                                ------------------------------------------------

                                Title: Trustee
                                ------------------------------------------------

                                       19
Exhibit 99.1
                                  ------------

KNOXVILLE, Tenn.--(BUSINESS WIRE)--Nov. 20, 2002--Provectus Pharmaceuticals Inc.
(OTCBB:PVCT) today announced the acquisition of Valley  Pharmaceuticals  Inc., a
therapeutics business.

Valley Pharmaceuticals, a Tennessee corporation, was transferred to the founders
of Provectus as a result of their  corporate  split from  Photogen  Technologies
Inc. (Nasdaq:PHGN). The acquisition was accomplished via merger with a Provectus
subsidiary.  The resulting company,  Xantech  Pharmaceuticals  Inc., is a wholly
owned subsidiary of Provectus Pharmaceuticals.

"We  are  immensely   pleased  to  have  completed   acquisition  of  these  key
technologies, which resulted from our intensive research and development efforts
over the past several years," noted Provectus president Timothy Scott, Ph.D.

Xantech is a  development-stage  business with a portfolio of technologies  that
includes  prescription drugs for dermatology and oncology,  medical and research
laser technologies, and advanced biotechnology.

In the area of prescription  drugs,  these technologies may lead to new products
for treatment of chronic,  severe skin afflictions  such as psoriasis,  acne and
actinic keratosis,  along with certain  life-threatening  cancers, such as liver
and breast cancer.

Laser  technologies  include  methods for  non-surgical  destruction of melanoma
tumors  and for  improving  the  quality  of the  images in  biomedical  imaging
systems.

In the area of  biotechnology,  the  company's  technologies  may be useful  for
enhancing vaccine production and discovery of elusive viruses.

Provectus  Pharmaceuticals  will be  licensing  and  selling  products  in three
sectors of the health-care industry: 1) prescription  medications and treatment,
2) medical devices, and 3) over-the-counter (OTC) pharmaceuticals.  Prescription
drug  products  and  devices  will treat  diseases of the skin and many types of
cancer.  OTC  products  will  address  complementary  markets,  primarily  those
involving skin care and comfort.

The company's  corporate  offices and  laboratory  are located at 7327 Oak Ridge
Highway, Suite A, Knoxville,  Tenn. 37931;  865/769-4012.  For more information,
contact the company at  info@provectuscorp.com  or visit the corporate Web site:
www.provectuscorp.com.

Forward-Looking Statements

This news release contains forward-looking statements. All statements other than
statements  of  historical  fact made in this news  release are  forward-looking
statements.  Words such as "intends," "expects," "anticipates,"  "estimates" and
similar  expressions  are  intended  to  identify  forward-looking   statements.
Forward-looking  statements  include  statements  concerning plans,  objectives,
future events or performance and  assumptions and other  statements that are not
statements of historical fact. Although Provectus  Pharmaceuticals Inc. believes
that the expectations reflected in forward-looking statements are reasonable, it
can give no assurance that such  expectations  will prove  correct.  There are a
number of important factors that could cause actual results to differ materially
from those  expressed in any  forward-looking  statement made by us. The company
cautions readers that the following important factors, among others, could cause
the  company's  actual  results to differ  materially  from the  forward-looking
statements  contained  in  this  report:  (i)  the  ability  of the  company  to
successfully develop prescription  medications and treatments,  medical devices,
or OTC pharmaceuticals;  (ii) the ability of the company to operate its business
profitably;  (iii) the ability of the company to obtain  adequate  financing  to
finance its operations and execute its business plan; (iv) the effect of changes
in laws and  regulations,  including  federal  laws and  regulations  regulating
prescription  and  non-prescription  medications,  pharmaceuticals  and  medical
devices  with  which  the  company  and  its  subsidiary  must  comply,  and the
associated  costs of compliance with such laws and regulations  either currently
or in the  future as  applicable;  (vi) the  effect  of  changes  in  accounting
policies and practices,  as may be adopted by the regulatory agencies as well as
by the  Financial  Accounting  Standards  Board,  or of changes in the company's
organization,  compensation  and benefit  plans;  (vii) shifts in population and
demographics,   competition,   cost   fluctuations,   technology   advances  and
challenges; (viii) financial, operational and other business problems associated
with the rapid  development  of the  company's  business;  and (ix)  general and
industry-specific  economic conditions.  The company cautions that the foregoing
list of  important  factors is not  exclusive.  Except as required  by law,  the
company has no  obligation  to update or revise  forward-looking  statements  to
reflect the occurrence of future events or circumstances.

--------------------------------------------------------------------------------

Contact:
         Provectus Pharmaceuticals Inc., Knoxville
         Craig Dees, 865/769-4011
         or
         Hilary Kaye Associates
         Hilary Kaye or Eve Gumpel, 714/426-0444
         egumpel@hkamarcom.com