United States Securities And Exchange Commission
                              Washington, DC 20549
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                                    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 26, 2002
                                                       -------------------------


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


               Nevada                     0-9410              90-0031917
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   (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
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     (Address of Principal Executive Offices)                  (Zip Code)

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

<PAGE>

Item 5. Other Events.

         On  November  26,  2002,  Provectus  Pharmaceuticals,  Inc.,  a  Nevada
corporation  (the  "Company"),  announced  that it had entered into a definitive
agreement  with  Gryffindor  Capital  Partners  I,  L.L.C.,  a Delaware  limited
liability company ("Gryffindor"),  for an investment of $1 million by Gryffindor
in the Company.  Pursuant to a Convertible  Secured  Promissory Note and Warrant
Purchase  Agreement  dated  November 26, 2002 between the Company and Gryffindor
(the  "Purchase  Agreement"),  Gryffindor  purchased  the  Company's  $1 million
Convertible  Secured  Promissory Note dated November 26, 2002 (the "Note").  The
Note bears interest at 8% per annum,  payable  quarterly in arrears,  and is due
and payable in full on November 26,  2004.  Subject to certain  exceptions,  the
Note is not convertible  into the Company's  common shares,  $.001 par value per
share ("Common Shares"), until November 26, 2003. After that date, the principal
amount of the Note is  convertible  into Common Shares at the rate of one Common
Share for each  $0.737 of  principal  so  converted,  while  accrued  but unpaid
interest  on the Note is  convertible  at the rate of one Common  Share for each
$0.55 of accrued but unpaid  interest  so  converted.  Pursuant to the  Purchase
Agreement,  the Company  also issued to  Gryffindor  and to Stuart  Fuchs Common
Stock  Purchase  Warrants dated  November 26, 2002 (the  "Warrants"),  entitling
Gryffindor  and Mr. Fuchs to purchase,  in the  aggregate,  up to 452,919 Common
Shares at a price of $0.001  per  share.  Based on the  number of Common  Shares
outstanding  as of November 26, 2002, if the  principal  amount of the Note were
converted into and the Warrants were exercised for Common Shares, Gryffindor and
Mr. Fuchs would beneficially own, in the aggregate,  approximately 16.67% of the
Common Shares that would be outstanding.

         The  Company's  obligations  under  the  Note  are  secured  by a first
priority security interest in all of the Company's assets, including the capital
stock of the Company's wholly owned subsidiary Xantech Pharmaceuticals,  Inc., a
Tennessee  corporation  ("Xantech").  In addition,  the Company's obligations to
Gryffindor  are guaranteed by Xantech,  and Xantech's  guarantee is secured by a
first priority security interest in all of Xantech's assets. The Company granted
Gryffindor  certain  rights to register  under the  Securities  Act of 1933,  as
amended,  the Common Shares  issuable upon conversion of the Note or exercise of
the Warrants. The Company,  Gryffindor, and certain stockholders of the Company,
including H. Craig Dees, Ph.D., the Company's Chief Executive  Officer,  Timothy
C. Scott, the Company's President, Eric A. Wachter, the Company's Executive Vice
President,  and certain  entities  organized  for the benefit of the  respective
families of Drs.  Dees,  Scott and Wachter (the "Major  Stockholders"),  entered
into an agreement  that  restricts the transfer of the Common Shares held by the
Major Stockholders.

         Simultaneously with the completion of the transactions described in the
Purchase Agreement,  Gryffindor and Stuart Fuchs exercised the Warrants in their
entirety.  Gryffindor  tendered to the Company  $226.46,  and the Company issued
226,460 shares to Gryffindor; and Mr. Fuchs tendered to the Company $226.46, and
the Company issued 226,459 Common Shares to Mr. Fuchs.

         Upon completion of the investment by Gryffindor,  the Company increased
the size of its Board of Directors from three to four and appointed Stuart Fuchs
to the resulting vacancy.

         The foregoing descriptions of the agreements among the Company, Xantech
and  Gryffindor  are qualified in their entirety to the documents that are filed
as  exhibits  to this  Current  Report  on Form 8-K and  incorporated  herein by
reference.

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

(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.

                                       1

<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:   December 4, 2002                  By: /s/ Daniel R. Hamilton
                                           -------------------------------
                                           Daniel R. Hamilton
                                           Chief Financial Officer

                                       2
<PAGE>

                                  Exhibit Index

Exhibit No.                        Description
-----------                       -------------

    4.1*          Convertible  Secured  Promissory  Note  and  Warrant  Purchase
                  Agreement  dated as of November  26, 2002  between the Company
                  and Gryffindor Capital Partners I, L.L.C. ("Gryffindor")

    4.2           Convertible  Secured  Promissory  Note  of the  Company  dated
                  November 26, 2002, issued to Gryffindor.

    4.3           Common Stock Purchase Warrant dated November 26, 2002,  issued
                  to Gryffindor.

    4.4           Common Stock Purchase Warrant dated November 26, 2002,  issued
                  to Stuart Fuchs.

    4.5*          Stock Pledge  Agreement  dated as of November 26, 2002 between
                  the Company and Gryffindor.

    4.6           Guaranty dated November 26, 2002 from Xantech Pharmaceuticals,
                  Inc., a Tennessee corporation and a wholly owned subsidiary of
                  the Company ("Xantech"), to Gryffindor.

    4.7           Form of Security Agreement.

    4.8           Form of Patent and License Security Agreement.

    4.9           Form  of   Trademark   Collateral   Assignment   and  Security
                  Agreement.

    4.10          Form of Copyright Security Agreement

    4.11          Registration  Rights  Agreement  dated as of November 26, 2002
                  between the Company and Gryffindor.

    4.12*         Shareholders'  Agreement  dated as of November  26, 2002 among
                  the Company,  Gryffindor,  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 26, 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 4.1


                 Convertible Secured Promissory Note and Warrant
                               Purchase Agreement

     This CONVERTIBLE  SECURED  PROMISSORY NOTE AND WARRANT  PURCHASE  AGREEMENT
(the  "Agreement")  is made as of the 26th day of  November,  2002 by and  among
PROVECTUS PHARMACEUTICALS, INC., a Nevada corporation ("Provectus"),  GRYFFINDOR
CAPITAL PARTNERS I, L.L.C., a Delaware limited liability company  ("Gryffindor")
and Eric Wachter,  The Eric A. Wachter 1998 Charitable  Remainder  Trust,  Craig
Dees, The Dees Family Foundation,  Timothy C. Scott, The Scott Family Investment
Limited  Partnership,  Walter  Fisher,  The  Fisher  Family  Investment  Limited
Partnership, The Walt Fisher 1998 Charitable Remainder Trust, John T. Smolik and
The Smolik Family LLP (the "Shareholders").

                                    RECITALS

     WHEREAS, Photogen Technologies,  Inc. ("Technologies") and its wholly-owned
subsidiary  Photogen,  Inc.  ("Photogen")  have  been  involved  in two lines of
businesses since May of 1997,  namely the Therapeutic  Business  (defined in the
Separation  Agreement)  and the Diagnostic  Business  (defined in the Separation
Agreement);

     WHEREAS,  the  Shareholders  are or  were  shareholders,  directors  and/or
officers of Technologies and Photogen;

     WHEREAS, the Shareholders, Technologies and Photogen have entered into that
certain  Separation  Agreement,  dated as of July 29,  2002,  a copy of which is
attached hereto as Exhibit A (the "Separation Agreement"), pursuant to which the
Shareholders  obtained all of the capital stock of Photogen,  which entity holds
all of  the  rights,  title  and  interests  in and  to  the  assets  and  other
intellectual  property  rights  described on Schedule 1 to this  Agreement  (the
"Assets");

     WHEREAS,  pursuant to the Separation Agreement,  Technologies required that
Photogen change its name to Valley Pharmaceuticals, Inc. ("Valley");

     WHEREAS,  pursuant to (a) an Agreement and Plan of Reorganization  dated as
of  November  15,  2002 among  Provectus,  Provectus  Pharmaceuticals,  Inc.,  a
Tennessee  corporation  and  the  wholly  owned  subsidiary  of  Provectus  (the
"Subsidiary"),  Valley and the  Shareholders  and (b) an  Agreement  and Plan of
Merger dated as of November 15, 2002 among Provectus,  the Subsidiary and Valley
(collectively,  the "Reorganization Agreement"), the following transactions took
place: (i) the Subsidiary merged with and into Valley (the "Merger"),  such that
Valley  became a wholly owned  subsidiary  of  Provectus,  (ii)  Valley,  as the
surviving   corporation   in  that   merger,   changed   its  name  to   Xantech
Pharmaceuticals,  Inc.  ("Xantech"),  and (iii) upon the Merger, by operation of
law, Xantech, as a wholly owned subsidiary of Provectus,  held all of the right,
title and interest in and to the Assets;

<PAGE>

     WHEREAS,  based on such representation and the other  representations  made
herein, Gryffindor and Provectus desire to enter into: (a) a convertible secured
promissory note in the original principal amount of $1,000,000,  a copy of which
is attached  hereto as Exhibit B (the  "Note"),  which Note shall be secured by,
among  other  things,  the Assets and the capital  stock of  Xantech,  and (b) a
warrant(s)  to purchase  shares of Provectus'  common stock,  a copy of which is
attached hereto as Exhibit C (the  "Warrant"),  all in accordance with the terms
and conditions  set forth herein and in the  Transaction  Documents  (defined in
Section 2.02(i)).

     NOW,  THEREFORE,  in consideration  of the foregoing,  the mutual covenants
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby  acknowledged,  Gryffindor and Provectus  hereby
agree as follows:

                                    ARTICLE I
                                    ---------

                                   DEFINITIONS
                                   -----------

     1.01 Definitions.  In addition to the terms defined elsewhere herein,  when
used herein, the following capitalized terms have the meanings indicated:

     "Act of  Bankruptcy"  means the  occurrence  of any of the  following  with
respect to Provectus: (a) an assignment for the benefit of its creditors; (b) an
admission  in writing of its  inability to pay its debts as they become due; (c)
filing of a voluntary  petition in bankruptcy;  (d) an adjudication a bankruptcy
or  insolvency;  (e)  filing  any  petition  or answer  seeking  for  itself any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar  relief under any present or future  applicable law pertinent to such
circumstances;  (f) filing any answer  admitting or not  contesting the material
allegations  of a  bankruptcy,  insolvency  or similar  petition  filed  against
Provectus;  (g) seeking or consenting to, or acquiescing  in, the appointment of
any trustee,  receiver, or liquidator of Provectus; (h) 60 days elapse after the
commencement of an action against Provectus seeking reorganization, arrangement,
composition, readjustment,  liquidation, dissolution or similar relief under any
present or future  applicable law without such action being dismissed or without
all orders or proceedings thereunder affecting the operations or the business of
Provectus  being  stayed,  or if a stay of any  such  order  or  proceedings  is
thereafter set aside and the action setting it aside is not timely appealed;  or
(i) 60 days elapse after the appointment, without the consent or acquiescence of
Provectus  of any  trustee,  receiver  or  liquidator  thereof  or of all or any
substantial  part  of the  assets  and  properties  of  Provectus  without  such
appointment being vacated.

     "Act of Dissolution" means the occurrence of any action initiating,  or any
event that results in, the dissolution,  liquidation,  winding-up or termination
of Provectus.

     "Assets" means the assets and other intellectual  property rights described
on Schedule 1 to this Agreement.

     "Closing"  means  delivery by Provectus of the Note and Warrant in exchange
for delivery by Gryffindor of the related purchase amount following satisfaction
or waiver of all conditions  precedent to Gryffindor's  obligation to invest, as
set forth in Section 2.02.

                                       2
<PAGE>

     "Financing  Statements" means all UCC-1 Financing  Statements  delivered in
connection  with this  Agreement  and any other  financing  statement  needed to
perfect a security  interest  in  Intellectual  Property  Rights (as  defined in
Section 3.14) in the U.S. Patent and Trademark Office.

     "GAAP" means the  generally  accepted  accounting  principles in the United
States of America as in effect from time to time.

     "Governmental Authority(ies)" when used in the singular, means any federal,
state or  local  governmental  or  quasi-governmental  instrumentality,  agency,
board, commission or department or any regulatory agency, bureau,  commission or
authority and, when used in the plural, means all such entities.

     "Key Employees" means Eric A. Wachter, Ph.D, Craig Dees, Ph.D., and Timothy
Scott, Ph.D.

     "Licenses"  means,   collectively,   all  rights,  licenses,   permits  and
authorizations  now  or  hereafter  issued  by  any  Governmental  Authority  in
connection with the operation or conduct of Provectus' Business.

     "Lien" means any pledge,  hypothecation,  assignment,  deposit arrangement,
lien,  security interest,  easement or encumbrance,  or preference,  priority or
other  security  agreement  or  preferential  arrangement  of any kind or nature
whatsoever (including, without limitation, any lease intended as security or any
title retention  agreement,  any financing lease having  substantially  the same
economic  effect as any of the  foregoing,  and the filing of, or  agreement  to
give, any financing  statement  perfecting a security interest under the Code or
comparable law of any jurisdiction).

     "Material  Adverse  Effect" means,  subject to any applicable cure or grace
periods,  a material  adverse  effect upon any of (a) the  financial  condition,
operations,  business or  properties of Provectus or its  Subsidiaries,  (b) the
ability of Provectus and its  Subsidiaries  to perform its material  obligations
under this  Agreement or any of the  Transaction  Documents or (c) the legality,
validity or enforceability of this Agreement, the Note, the Warrant or the other
Transaction Documents.

     "Obligations"  means,   collectively,   all  of  Provectus'   indebtedness,
liabilities  and  obligations  arising  under this  Agreement,  the  Transaction
Documents and any renewals,  modifications,  and extensions thereof,  including,
but not limited to, the principal, interest, late charges and other sums due and
owing under the Note.

     "Person" shall mean any individual, sole proprietorship, partnership, joint
venture, trust, unincorporated organization,  association,  corporation, limited
liability company,  limited liability partnership,  institution,  public benefit
corporation,  entity  or  government  (whether  Federal,  state,  county,  city,
municipal or otherwise,  including,  without  limitation,  any  instrumentality,
division, agency, body or department thereof).

                                       3
<PAGE>

     "Provectus'  Business"  means the  owning  and  operating  of the  business
currently  operated  by  Provectus  and  its  Subsidiaries  including,   without
limitation, the Therapeutic Business.

     "Provectus  Constituent  Documents"  means,  Provectus'  and  each  of  its
Subsidiaries'  certificate  of  incorporation,  by-laws and all  amendments  and
supplements  thereto,   together  with  good  standing  certificates  from  each
jurisdiction  in which  Provectus and each of its  Subsidiaries  are required to
maintain good standing issued by the Secretary of State of such  jurisdiction no
earlier than ten (10) calendar days prior to the Closing.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Shares"  means the  shares of capital  stock of  Provectus  issuable  upon
conversion of the Note,  exercise of the Warrant and the conversion of any other
convertible security held by Gryffindor, its assigns or successors.

     "Subsidiary" means with respect to any Person, any corporation, association
or other entity of which  securities or other ownership  interests  representing
more than twenty percent (20%) of the ordinary  voting power are, at the time as
of which any  determination is being made, owned or controlled by such Person or
one or more  Subsidiaries  of such  Person  or by  such  Person  and one or more
Subsidiaries of such Person.  For the avoidance of doubt, the term  "Subsidiary"
shall include the Xantech Subsidiary.

     "Xantech  Subsidiary"  means the wholly-owned  subsidiary of Provectus that
contains the Therapeutic Business.

                                   ARTICLE II
                                   ----------

                       terms of note AND WARRANT purchase
                       ----------------------------------

     2.01 The Closing.  The purchase and sale of the Note and Warrant  hereunder
shall take place at a closing (the "Closing") on November 26, 2002 (the "Closing
Date").  The  Closing  shall be held at the  offices  of Piper  Rudnick,  203 N.
LaSalle Street,  Chicago, IL, at 10:00 a.m. Central Time on the Closing Date, or
at such other time and place upon which  Provectus and  Gryffindor  shall agree.
If, at the Closing,  any of the  conditions  specified in Section 2.02 shall not
have been fulfilled,  Gryffindor,  at its election,  shall be relieved of all of
its obligations under this Agreement without thereby waiving any other rights it
may have by reason of such failure or such non-fulfillment.

     2.02 Conditions  Precedent To Gryffindor's  Obligations.  The obligation of
Gryffindor to purchase the Note and Warrant on the date hereof is subject to the
fulfillment,  or in its  sole  discretion  the  waiver,  by  Gryffindor,  of the
following conditions on or before the Closing Date:

                                       4
<PAGE>

         (a)  Accuracy  of   Representations   and   Warranties.   Each  of  the
representations  and  warranties  contained in this  Agreement  must be true and
accurate as of the Closing Date,  and Provectus  must have  performed all of its
obligations hereunder, including execution and delivery of all of the documents,
instruments,  and  certificates  required  by this  Agreement  in such forms and
substances as are satisfactory to Gryffindor and Gryffindor's counsel;

         (b)  Closing  of the  Photogen/Valley  Transactions.  The  transactions
contemplated by the Separation Agreement and the Reorganization  Agreement shall
have been completed,  and Provectus shall have delivered to Gryffindor  evidence
of the  completion  of such  transactions,  which  evidence  shall be reasonably
satisfactory  to Gryffindor  and shall include  evidence that, as of the Closing
Date (i) Xantech is a wholly owned subsidiary of Provectus,  (ii) certificate(s)
of name change and/or any other  documents  required by the United States Patent
and Trademark Office have been filed to evidence the ownership by Xantech of the
Assets, and (iii) 500,007 shares of Common Stock of Provectus, in the aggregate,
have been transferred to the Shareholders in connection with the Merger.

         (c) Proprietary Information, Confidentiality,  Assignment of Inventions
and  Non-Compete  Agreements.  Each of the Key Employees shall have executed the
form of Proprietary Information,  Confidentiality,  Assignment of Inventions and
Non-Compete   Agreement  with  Provectus  attached  hereto  as  Exhibit  D  (the
"Confidentiality   Agreements"),   and  Provectus   shall  have  delivered  such
Confidentiality  Agreements to Gryffindor duly executed by the Key Employees and
Provectus.

         (d)  Board  of  Directors;  Observer  Rights.  Upon  the  Closing,  the
authorized  size of the Board of Directors  of  Provectus  shall be no less than
three but no greater than five directors, and of the Xantech Subsidiary shall be
no less than  three but no  greater  than five  directors,  and  Provectus,  the
Xantech  Subsidiary and their respective Boards of Directors and, as applicable,
shareholders  shall have granted one representative of Gryffindor to observe all
meetings  of the  Board  of  Directors  of each  of  Provectus  and the  Xantech
Subsidiary.  Upon securing directors' and officers' insurance in accordance with
Section 5.02 of this Agreement, the Major Shareholders shall cause Provectus and
the Xantech  Subsidiary to vote all of their Shares to elect one  representative
of  Gryffindor  to the Board of Directors of each of Provectus  and Xantech,  as
more fully set forth in the  Shareholders'  Agreement by and between the Company
and the Shareholders.

         (e) Budget.  Provectus  shall have  delivered  to  Gryffindor  a budget
reasonably  satisfactory  to Provectus and  Gryffindor,  which shall be attached
hereto as Schedule 2 (the "Budget").

         (f)  Certificates  and  Resolutions.  Provectus shall have delivered to
Gryffindor and counsel to Gryffindor:

             (i) Provectus Constituent Documents as in effect at Closing, by the
Secretary of Provectus and the applicable Subsidiaries;

             (ii)   Resolutions   of  the  Board  of  Directors  of   Provectus,
authorizing  and approving all matters in connection  with this  Agreement,  the
Transaction  Documents  and the  transactions  contemplated  hereby and thereby,
certified by the Secretary of Provectus as of the date hereof;

                                       5
<PAGE>

             (iii)   Resolution   of  the  Board  of  Directors  of   Provectus,
authorizing   and  reserving  for  issuance  the  Common  Shares  issuable  upon
conversion of the Note and the Common Shares exercisable under the Warrant; and

             (iv)  A  certificate,  executed  by  the  President  of  Provectus,
certifying to the fulfillment of the conditions set forth in Section 2.02 except
for the condition under subsections (h), (j), (l) and (m).

         (g) Transaction Documents. Provectus shall have delivered to Gryffindor
and counsel to Gryffindor:

             (i) the Note and Warrant, duly executed by Provectus;

             (ii) the Shareholders'  Agreement,  duly executed by Provectus, and
each of the Shareholders, a copy of which is attached hereto as Exhibit E;

             (iii)  the  Registration   Rights   Agreement,   duly  executed  by
Provectus, a copy of which is attached hereto as Exhibit F;

             (iv) the Security Agreement,  duly executed by Provectus, a copy of
which is attached hereto as Exhibit G;

             (v) the Trademark  Collateral Security Agreement,  duly executed by
Provectus, a copy of which is attached hereto as Exhibit H;

             (vi) the Patent and License  Security  Agreement,  duly executed by
Provectus, a copy of which is attached hereto as Exhibit I;

             (vii) the Copyright Security Agreement, duly executed by Provectus,
a copy of which is attached hereto as Exhibit J;

             (viii) the Guaranty,  duly executed by Xantech,  a copy of which is
attached hereto as Exhibit K;

             (ix) the Security  Agreement,  duly executed by Xantech,  a copy of
which is attached hereto as Exhibit L;

             (x) the Trademark  Collateral Security Agreement,  duly executed by
Xantech, a copy of which is attached hereto as Exhibit M;

             (xi) the Patent and License  Security  Agreement,  duly executed by
Xantech, a copy of which is attached hereto as Exhibit N;

             (xii) the Copyright Security Agreement, duly executed by Xantech, a
copy of which is attached hereto as Exhibit O;

                                       6

<PAGE>

             (xiii) the Stock Pledge  Agreement,  duly executed by Provectus,  a
copy of which is attached hereto as Exhibit P;

             (xiv) the Financing Statements, duly executed by Provectus; and

             (xv) the  Confidentiality  Agreements and such other agreements and
documents necessary to consummate the transactions contemplated hereunder.

(collectively, the "Transaction Documents").

         (h) Opinion of Counsel.  Gryffindor shall have received an opinion from
Baker,  Donelson,  Bearman & Caldwell,  counsel for  Provectus,  dated as of the
Closing  Date,  addressed  to  Gryffindor,  in  form  and  substance  reasonably
satisfactory to Gryffindor.

         (i) Absence of Material  Adverse  Effect.  No events and/or  changes as
represented in Section 3.23 and Section 3.25 shall have occurred since September
30,  2002,  except as otherwise  permitted  pursuant to Section 3.23 and Section
3.25.

         (j) Due  Diligence.  Gryffindor  shall have completed its due diligence
review of Provectus and its Subsidiaries including,  without limitation,  review
of: (a) Provectus' and its Subsidiaries'  financial and accounting records;  (b)
Provectus' and its Subsidiaries'  corporate structure and corporate records; (c)
correspondence with existing and prospective customers;  (d) material contracts,
leases and license agreements; and (e) intellectual property,  including without
limitation all patents, copyrights and trademarks.

         (k) Authorizations.  As of the Closing, all notices and authorizations,
approvals or permits of, or filings with,  any  Governmental  Authority that are
required by law in connection with the lawful  consummation of the  transactions
contemplated  herein  and in the  Transaction  Documents  shall  have  been duly
obtained by Provectus and shall be effective on and as of the Closing.

         (l)  Fees  and  Expenses.  At the  Closing,  Provectus  shall  pay  (or
reimburse  Gryffindor  for) the fees and expenses of Gryffindor that are payable
in accordance with Section 6.01 of this Agreement.

         (m) Other  Matters.  All corporate and other  proceedings in connection
with the transactions  contemplated by this Agreement, the Transaction Documents
and all  documents  and  instruments  incident  to such  transactions  shall  be
reasonably  satisfactory in substance and form to Gryffindor and to its counsel,
and  Gryffindor  and its  counsel  shall  have  received  all  such  counterpart
originals or certified or other copies of such  documents as they may reasonably
request.

     2.03  Conditions  To The  Obligations  Of  Provectus.  The  obligations  of
Provectus  under this  Agreement  are subject to  fulfillment,  on or before the
Closing Date, of each of the following conditions:

                                       7
<PAGE>

         (a) Accuracy of Representations and Warranties. The representations and
warranties of Gryffindor  contained in Article IV shall be true on and as of the
Closing Date.

         (b) Loan Amount.  Gryffindor  shall have  delivered  to  Provectus  the
amount to be loaned under the Note.

                                  ARTICLE III
                                  -----------

                   representations and warranties of Provectus
                   -------------------------------------------

     To induce Gryffindor to enter into this transaction,  Provectus and each of
the Shareholders,  jointly and severally, represents and warrants to Gryffindor,
as of the date hereof,  as follows (which  representations  and warranties shall
survive  the  execution  and  delivery  of this  Agreement  and the  Transaction
Documents and the funding of the original principal amount of the Note):

     3.01  Organization;  Good Standing.  Provectus and each of its Subsidiaries
are  corporations  duly formed,  validly  organized  and in good standing in the
their respective  states of incorporation and in good standing in every state in
which  Provectus  and each of its  Subsidiaries  are  required to maintain  good
standing  unless  failure  to do so will not  have a  Material  Adverse  Effect.
Provectus  has  delivered  to  Gryffindor  true and correct  copies of Provectus
Constituent  Documents,  which  documents  have not been amended and are in full
force and effect as of the date hereof.

     3.02 Power and Authority.  Provectus and each of the Shareholders have full
power and authority to enter into this Agreement and the  Transaction  Documents
to which each is a party, to incur the Obligations as contemplated  hereby,  and
to carry out the provisions of this Agreement and the  Transaction  Documents to
which each is a party.  Provectus  and each of the  Shareholders  have taken all
action  necessary  for the  execution  and  delivery of this  Agreement  and the
Transaction  Documents  and  for the  performance  by  Provectus  of each of its
obligations hereunder and thereunder.

     3.03  Enforceability.  Upon  execution  and delivery by each of the parties
hereto and thereto,  this Agreement and each of the Transaction  Documents shall
be the legal, valid and binding  obligations of Provectus,  its Subsidiaries and
the Shareholders and shall be enforceable  against  Provectus,  its Subsidiaries
and  the  Shareholders  each  in  accordance  with  its  terms  except  as  such
enforceability  may be limited by bankruptcy,  insolvency or similar laws and by
equitable principles.

     3.04  Litigation.  Neither  Provectus nor any of its  Subsidiaries has been
made a party to or threatened by any suits, actions,  claims,  investigations by
Governmental  Authorities  or legal,  administrative,  arbitration  or mediation
proceedings.  Provectus does not know of any reasonable basis or grounds for any
such suit, action, claim, investigation or proceeding.

     3.05  Orders;  Decrees;   Judgments.   There  are  no  outstanding  orders,
judgments, writs, injunctions or decrees of any court, Governmental Authority or
arbitration or mediation panel or tribunal against  Provectus,  its Subsidiaries
or any of the properties, assets or business of Provectus or its Subsidiaries.

                                       8
<PAGE>

     3.06 Non-Contravention. To the best of its knowledge, neither Provectus nor
any of its  Subsidiaries  is in breach of, in default under, or in violation of,
in any manner  that could  reasonably  be  expected  to have a Material  Adverse
Effect:  (a) any applicable law, decree,  or order, or (b) any deed, lease, loan
agreement, commitment, bond, note, deed of trust, restrictive covenant, license,
indenture,  contract,  or other  agreement,  instrument  or  obligation to which
Provectus  or  its  Subsidiaries  is a  party  or  by  which  Provectus  or  its
Subsidiaries  is bound or to which any of their  respective  assets are subject.
Neither the execution and delivery of this Agreement,  the Transaction Documents
nor  the  performance  by  Provectus  or its  Subsidiaries  of  the  obligations
hereunder  and  thereunder  will cause any such breach,  default or violation or
will require the consent,  approval or notification of any court or Governmental
Authority.

     3.07 Taxes.  Provectus and each of its Subsidiaries have filed all federal,
state and local tax returns  which are required to be filed,  and  Provectus and
each of its  Subsidiaries  have  duly  paid or fully  reserved  for all taxes or
installments  thereof  (including  any  interest or  penalties)  as and when due
pursuant to the filed returns or pursuant to any levy or assessment  received by
Provectus or any of its Subsidiaries unless the failure to do so will not have a
Material  Adverse  Effect.  Proper and accurate  amounts  have been  withheld by
Provectus  from its  employees  for all periods in full and complete  compliance
with the  tax,  social  security  and  unemployment  withholding  provisions  of
applicable  federal,  state,  local and foreign law, and such  withholdings have
been timely paid to the respective Governmental  Authorities.  Provectus and its
Subsidiaries  have provided to Gryffindor copies of all of each entity's Federal
tax returns for the last three (3) years, if any.  Federal income tax returns of
Provectus  and its  Subsidiaries  have not been audited by the Internal  Revenue
Service,  and no controversy with respect to taxes of any type is pending or, to
the knowledge of Provectus,  threatened. Neither Provectus, its Subsidiaries nor
any of its  stockholders (or the stockholders of any Subsidiary) have ever filed
(a) an election  pursuant to Section 1362 of the Internal  Revenue Code of 1986,
as amended (the "Code"),  that  Provectus or its  Subsidiaries  be taxed as an S
Corporation or (b) a consent  pursuant to Section 341(f) of the Code relating to
collapsible corporations.

     3.08 Licenses.  Provectus and each of its  Subsidiaries  have good title to
all of the Licenses currently needed to properly operate Provectus' Business.

     3.09 Capitalization.

         (a) The authorized  capital stock of Provectus  consists of 100,000,000
shares of common stock, par value $0.001 per share (the "Common Stock") of which
8,945,770  shares of Common Stock are issued and  outstanding.  Of the 8,945,770
shares of Common Stock that are issued and outstanding, 7,773,694 are restricted
and 1,172,076 are unrestricted. The authorized capital stock of Xantech consists
of: (i)  10,000,000  shares of common stock,  no par value,  of which  6,680,000
shares are issued and outstanding, all of which are owned by Provectus; and (ii)
5,000,000  shares of common  stock,  no par value,  of which none are issued and
outstanding.
                                       9
<PAGE>


         (b) All of the issued and outstanding  shares of Common Stock have been
duly authorized and validly issued and are fully paid and nonassessable.  Except
as set forth on Schedule 3.09, (i) no subscription, warrant, option, convertible
security or other right  (contingent  or  otherwise)  to purchase or acquire any
shares of capital stock of Provectus is authorized or outstanding, (ii) there is
no  commitment  of  Provectus  to  issue  any  subscription,   warrant,  option,
convertible security or other such right or to issue or distribute to holders of
any shares of its  capital  stock any  evidences  of  indebtedness  or assets of
Provectus,  and (iii)  Provectus has no obligation  (contingent or otherwise) to
purchase,  redeem or  otherwise  acquire any shares of its capital  stock or any
interest  therein  or to pay any  dividend  or make any  other  distribution  in
respect  thereof.  No person or entity is entitled to any  preemptive or similar
right with respect to the  issuance of any capital  stock of  Provectus,  or any
rights with respect to the  registration of any capital stock of Provectus under
the  Securities  Act. All of the issued and  outstanding  shares of Common Stock
have been offered,  issued and sold by Provectus in compliance  with  applicable
Federal and state  securities  laws.  To the best of  Provectus'  knowledge,  no
stockholder  of  Provectus  has granted  options or other rights to purchase any
shares of Common Stock from such stockholder.

         (c) All of the issued and  outstanding  shares of capital  stock of the
Xantech  Subsidiary  are owned by Provectus  free and clear of any and all Liens
and other encumbrances.

     3.10 Stockholder List and Agreements. Attached hereto as Schedule 3.10 is a
true and complete list of: (a) those equity holders of Provectus and each of its
Subsidiaries  that own five percent  (5%) or more of the issued and  outstanding
capital stock of Provectus and each Subsidiary as of the Closing;  and (b) those
equity  holders of  Provectus  and each of its  Subsidiaries  that are  officers
and/or directors of Provectus and each of its  Subsidiaries,  as applicable,  in
each case under (a) and (b),  showing  the  number of shares of Common  Stock or
other securities (or rights to purchase the Common Stock or other securities) of
Provectus and each  Subsidiary  held by each such  stockholder as of the date of
this  Agreement.  Except  as  contemplated  by  this  Agreement,  there  are  no
agreements, written or oral, between Provectus or a Subsidiary and any holder of
its capital stock, or, to the best knowledge of Provectus,  among any holders of
its capital stock, relating to the acquisition  (including,  without limitation,
rights of first  refusal or  preemptive  rights),  disposition  or voting of the
capital stock of Provectus or one of its Subsidiaries.

     3.11  Minute  Books.  The  minute  books  of  Provectus  and  each  of  its
Subsidiaries contain complete and correct summaries of all meetings of the Board
of Directors of Provectus and its Subsidiaries,  their respective committees and
their respective stockholders since 1995 with respect to Provectus and since the
time of incorporation with respect to each of its Subsidiaries, as applicable.

     3.12 Shares.  The Shares have been reserved by  Provectus,  will be validly
issued,  fully  paid  and  non-assessable  at such  time as they are  issued  to
Gryffindor  and will  constitute a portion of the capital  stock  authorized  by
Provectus.  Upon  conversion  of the Note or exercise of the Warrant,  Provectus
shall convey to Gryffindor all of the Shares free and clear of any and all Liens
or other  encumbrances  or  charges  of any kind not  created  by any  action of
Gryffindor.

                                       10
<PAGE>

     3.13  Property  and Assets.  Schedule  3.13 sets forth all of the  material
assets  and  Intellectual   Property  Rights  necessary  to  operate  Provectus'
Business.  Provectus  and its  Subsidiaries  have  good  title  to all of  their
material  properties  and assets,  including the Assets and all  properties  and
assets reflected in the Financial Statements, except those disposed of since the
date thereof in the ordinary course of business,  and none of such properties or
assets is subject to any Lien other than those the  material  terms of which are
described in the Financial Statements or in Schedule 3.13. Set forth on Schedule
3.13 is a true  and  complete  list of all  leases  to which  Provectus  and its
Subsidiaries are a party,  and Provectus and its  Subsidiaries  have provided to
Gryffindor  copies  of all such  leases.  Provectus  and each  Subsidiary  is in
compliance with all material terms of each lease to which it is a party.

     3.14 Patents and Trademarks.

         (a) Set forth on Schedule  3.14 is a complete and accurate  list of all
patents, patent applications,  trademarks,  service marks, trademark and service
mark applications,  trade names, copyrights, licenses, internet domain names and
registrations  presently owned or held by Provectus and each of its Subsidiaries
or  necessary  for the  conduct  of  Provectus'  Business  as  conducted  and as
currently  proposed  to be  conducted,  as well  as any  agreement  under  which
Provectus or any of its Subsidiaries has access to any confidential  information
used by  Provectus  or its  Subsidiaries  in their  respective  businesses  (the
"Intellectual Property Rights"). Provectus and its Subsidiaries own, or have the
right to use,  free and clear of all Liens,  charges,  claims and  restrictions,
under the agreements  and upon the terms  described in Schedule 3.14, all of the
Intellectual Property Rights. Except as set forth on Schedule 3.14, there are no
outstanding  options,  licenses  or  agreements  of  any  kind  relating  to the
foregoing,  nor is  Provectus  or its  Subsidiaries  bound  by or a party to any
options,  licenses  or  agreements  of any kind  with  respect  to the  patents,
trademarks,  service marks, trade names,  copyrights,  trade secrets,  licenses,
information  and other  proprietary  rights and processes of any other person or
entity other than such licenses or agreements  arising from the purchase of "off
the shelf" or standard  products.  Except as set forth on Schedule 3.14, neither
Provectus nor any of its Subsidiaries has received any  communications  alleging
that Provectus or any of its  Subsidiaries  has violated or, by conducting their
respective  businesses as currently proposed,  would violate any of the patents,
trademarks,  service marks, trade names, copyrights,  licenses, trade secrets or
other   proprietary   rights  of  any  other  person  or  entity   ("Third-Party
Intellectual  Property  Rights"),  and  to the  best  of  Provectus'  knowledge,
Provectus' Business shall not cause Provectus or its Subsidiaries to infringe or
violate any Third Party Intellectual Property Rights.  Provectus is not aware of
any  violation  by any  third  party  of any  Intellectual  Property  Rights  of
Provectus or its Subsidiaries or of any defects therein or in the title thereto.
No Person or entity (including,  without  limitation,  any prior employer of any
employee of Provectus or its  Subsidiaries)  has any right to or interest in any
Intellectual  Property Rights,  inventions,  improvements,  discoveries or other
information   assigned  to  Provectus  or  its  Subsidiaries  by  any  employee,
consultant or contractor.

                                       11
<PAGE>

         (b)  Provectus  and  each  of its  Subsidiaries  has  taken  reasonable
security  measures  to protect  the  secrecy,  confidentiality  and value of all
Intellectual  Property  Rights and all  Inventions (as defined  below).  Each of
Provectus'  and its  Subsidiaries'  employees and other Persons or entities who,
either  alone  or in  concert  with  others,  developed,  invented,  discovered,
derived,  programmed or designed Intellectual Property Rights or Inventions,  or
who have  knowledge  of or access to  information  about  Intellectual  Property
Rights or  Inventions,  have entered into a written  agreement with Provectus or
its  Subsidiaries  that provides that (i) these  Intellectual  Property  Rights,
other  information and Inventions are proprietary to Provectus and are not to be
divulged,  misused  or  misappropriated,  and (ii) these  Intellectual  Property
Rights,  other  information and Inventions are to be disclosed by such employees
and such persons to Provectus and transferred by them to Provectus,  without any
further  consideration  being given therefor by Provectus,  together with all of
such  employee's  or other  person's  right,  title and  interest in and to such
Intellectual  Property Rights, other information and Inventions and all patents,
trademarks,  service marks,  trade names,  copyrights,  licenses and rights with
respect to such Intellectual  Property Rights, other information and Inventions.
As used herein, "Inventions" means all inventions,  developments and discoveries
which during the period of an employee's or other person's  service to Provectus
or a Subsidiary  he or she makes or conceives  of, either solely or jointly with
others,  that  relate  to any  subject  matter  with  which  his or her work for
Provectus or a Subsidiary  may be concerned,  or relate to or are connected with
the business,  products,  services or projects of Provectus or a Subsidiary,  or
relate to the actual or  demonstrably  anticipated  research or  development  of
Provectus or a Subsidiary  or involve the use of  Provectus'  or a  Subsidiary's
time, material, facilities or trade secret information.

         (c) Each of the  Shareholders  have  assigned to Xantech all of his/its
right,  title and  interest in and to the  technologies  and other  intellectual
property  rights  associated  with the  Therapeutic  Business (as defined in the
Separation Agreement) as set forth in Schedule B to the Separation Agreement.


     3.15 Interested Party Transactions.  No officer, director or stockholder of
Provectus,  its  Subsidiaries  or any affiliate or "associate"  (as this term is
defined  in  Rule  405 of the  Securities  and  Exchange  Commission  under  the
Securities Act) of any such person or Provectus or its  Subsidiaries  has or has
had,  either  directly  or  indirectly,  (a) an interest in any person or entity
which (i) furnishes or sells services or products which are furnished or sold or
are proposed to be furnished or sold by Provectus or its  Subsidiaries,  or (ii)
purchases from or sells or furnishes to Provectus or its  Subsidiaries any goods
or services,  or (b) except as set forth on Schedule 3.15, a beneficial interest
in any  transaction,  contract or  agreement  to which  Provectus  or one of its
Subsidiaries is a party or by which it may be bound or affected.

     3.16 Financial Statements. Provectus has furnished to Gryffindor a complete
and  correct  copy  of  the  unaudited   balance  sheet  of  Provectus  and  its
Subsidiaries  (the "Balance Sheet") as of September 30, 2002 (the "Balance Sheet
Date") and the related  statements  of income and cash flows for the period then
ended, compiled by Provectus  (collectively,  the "Financial  Statements").  The
Financial  Statements have been prepared in accordance  with generally  accepted
accounting  principles,  except that the Financial Statement may not contain all
footnotes required by generally accepted accounting principles,  and are subject
to normal year-end audit adjustments that in the aggregate will not be material.
The Financial  Statements present fairly the financial  condition and results of
operations  of  Provectus  and its  Subsidiaries,  as at the  dates  and for the
periods indicated therein.

                                       12
<PAGE>

     3.17 Business  Plan.  The Business  Plan of Provectus and its  Subsidiaries
provided to  Gryffindor  is a complete  and correct  statement  of the  existing
business plans of Provectus and its Subsidiaries as of the Closing Date.

     3.18 Compliance.  To Provectus'  knowledge,  Provectus and its Subsidiaries
have, in all material respects,  complied with all laws,  regulations and orders
applicable to its business and have all material  permits and licenses  required
thereby.  There is no term or  provision of any  material  mortgage,  indenture,
contract,  agreement or instrument to which Provectus or a Subsidiary is a party
or by which it is bound, or, to the best of Provectus'  knowledge,  of any state
or Federal judgment, decree, order, statute, rule or regulation applicable to or
binding  upon  Provectus,   that  materially  adversely  affects  the  business,
prospects,  condition,  affairs or operations of Provectus,  its Subsidiaries or
any of their  respective  properties  or assets.  To  Provectus'  knowledge,  no
employee  of  Provectus  or a  Subsidiary  is in  violation  of any  contract or
covenant  (either with Provectus,  a Subsidiary or with another entity) relating
to   employment,    patent,    other   proprietary    information    disclosure,
non-competition, or non-solicitation.

     3.19  Subsidiaries.  Except for the Xantech Subsidiary and as otherwise set
forth  on  Schedule  3.19,  Provectus  has no  Subsidiaries  and does not own or
control,  directly  or  indirectly,   shares  of  capital  stock  of  any  other
corporation,  or any  interest  in  any  partnership,  joint  venture  or  other
non-corporate business entity or enterprise.

     3.20  Officers  and  Directors.  Schedule  3.20 sets forth a  complete  and
accurate  list of all  officers  and  directors  of  Provectus  and  each of its
Subsidiaries.

     3.21 Debt Owed by Provectus.  Except as set forth on Schedule 3.21, neither
Provectus nor any of its  Subsidiaries  owe any debt,  including any outstanding
interest,  to any Person or to any members of management,  directors,  officers,
principals,  founders,  or employees of Provectus or any Subsidiary,  other than
that debt  occurring  in the  ordinary  course of  business.  Provectus  and its
Subsidiaries  are not in default on all the  indebtedness  set forth on Schedule
3.22.

     3.22  Absence  of  Liabilities.  Except  as  disclosed  in  Schedule  3.22,
Provectus  and its  Subsidiaries  did not have,  as of September  30, 2002,  any
liabilities of any type which in the aggregate  exceed $5,000,  whether absolute
or contingent, which were not fully reflected on the Financial Statements. Since
September  30,  2002,  Provectus  and its  Subsidiaries  have  not  incurred  or
otherwise  become  subject to any  liabilities  or  obligations  (contingent  or
otherwise).  Provectus and its Subsidiaries  are current on all debts,  accounts
payable and lease obligations.

     3.23 Material  Contracts and  Obligations.  Set forth on Schedule 3.23 is a
true  and  complete  list of all of the  following  written  and  material  oral
contractual obligations of Provectus and its Subsidiaries:

                                       13
<PAGE>

         (a) All employment and consulting agreements,  employee benefit, bonus,
pension,  profit-sharing,  stock  option,  stock  purchase and similar plans and
arrangements;

         (b) All agreements relating to the Intellectual Property Rights;

         (c)  All   contractual   obligations   under  which  Provectus  or  its
Subsidiaries is or may become obligated to pay any legal, accounting, brokerage,
finder's or similar  fees or expenses in  connection  with,  or has incurred any
severance pay or special  compensation  obligations that would become payable by
reason of, this Agreement or the consummation of the  transactions  contemplated
hereby;

         (d) All  contractual  obligations  to sell or otherwise  dispose of any
assets of  Provectus  and its  Subsidiaries  having a value in excess of $5,000,
except in the ordinary course of Provectus' or a Subsidiary's business;

         (e) All material  agreements with any stockholder,  officer or director
of Provectus or its  Subsidiaries,  or any  "affiliate"  or  "associate" of such
persons (as such terms are defined in the Securities  Act),  including,  without
limitation,  any agreement or other arrangement  providing for the furnishing of
services by, rental or real or personal  property  from, or otherwise  requiring
payments to, any such person or entity;

         (f)  All   contractual   obligations   under  which  Provectus  or  its
Subsidiaries  have any liability or obligation  constituting or giving rise to a
guarantee of any liability or obligation of any person or entity, or under which
any person or entity has any liability or obligation constituting or giving rise
to a guarantee of any liability or  obligation of Provectus or its  Subsidiaries
(including, without limitation, partnership and joint venture agreements);

         (g)  All   contractual   obligations   under  which  Provectus  or  its
Subsidiaries  are or may  become  obligated  to pay any  amount  in  respect  of
indemnification   obligations,   purchase  price   adjustment  or  otherwise  in
connection with any (i) acquisition or disposition of assets or securities, (ii)
merger, consolidation or other business combination, or (iii) series or group of
related transactions or events of a type specified in subclauses (i) and (ii);

         (h) All  material  distributorship  agreements,  agreements  with sales
representatives and all other contractual obligations and oral agreements (other
than  purchase  orders and sales orders  entered into in the ordinary  course of
business) with distributors,  suppliers, vendors, or other suppliers of goods or
services;

         (i) All purchase  obligations (whether or not in the ordinary course of
business) that require  minimum  purchases by Provectus or its  Subsidiaries  in
excess of $5,000;

         (j) All non-terminable  contractual obligations involving consideration
to or liabilities of Provectus or its Subsidiaries in excess of $5,000; and

         (k) All  contractual  obligations not required to be listed on Schedule
3.23  pursuant  to  clauses  (a)  through  (j) above that  individually  involve
liabilities of Provectus or its Subsidiaries in excess of $5,000.

                                       14
<PAGE>

     Provectus has delivered to Gryffindor and counsel for Gryffindor a true and
complete copy of each of the contracts and  agreements  listed on Schedule 3.23,
including,  without limitation, all amendments thereto (the "Listed Contracts").
All of the Listed  Contracts  are valid,  binding  and in full force and effect.
There are no written or oral "side  agreements"  with any individual or business
whereby  Provectus  or any  Subsidiary  has  agreed to do  anything  beyond  the
requirements  of  formal  written  contracts   executed  by  Provectus  and  its
Subsidiaries.

     Each  contractual  obligation  in respect of the Listed  Contracts  is, and
after  giving  effect  to the  Closing  hereunder  and the  consummation  of the
transactions  contemplated  hereby will be,  enforceable  by  Provectus  and its
Subsidiaries  except for such failures to be so  enforceable  as do not and will
not, individually or in the aggregate, have a Material Adverse Effect. No breach
or  default  by  Provectus  or any  Subsidiary  under  any  of  the  contractual
obligations  in respect of the Listed  Contracts has occurred and is continuing,
and no event has  occurred  that with  notice or lapse of time would  constitute
such a breach or default or permit termination,  modification or acceleration by
any other person or entity under any of the contractual obligations,  other than
such  breaches,  defaults  and  events  as  have  not  had and  will  not  have,
individually or in the aggregate, a Material Adverse Effect. To the knowledge of
Provectus,  no breach or default by any other  person or entity under any of the
contractual  obligations  has  occurred  and is  continuing,  and no  event  has
occurred  that with  notice or lapse of time would  constitute  such a breach or
default or permit termination,  modification or acceleration by Provectus or any
Subsidiary  under any of such  contractual  obligations,  other  than  breaches,
defaults and events that have not had and will not have,  individually or in the
aggregate, a Material Adverse Effect.

         3.24 Absence of Changes.  Except as set forth on Schedule  3.24,  since
September 30, 2002, there has not been:

             (a) Any change in the assets,  liabilities,  financial condition or
operations of Provectus or any Subsidiary,  other than changes  occurring in the
ordinary  course of  business,  none of which has had or is  expected  to have a
Material Adverse Effect;

             (b) Any  damage,  destruction  or loss,  whether or not  covered by
insurance, which has, or could have a Material Adverse Effect;

             (c) Any waiver by Provectus or any  Subsidiary of a valuable  right
or of a material debt owed to it;

             (d)  Any  direct  or  indirect  loans  made  by  Provectus  or  any
Subsidiary to any shareholder, employee, officer or director of Provectus or any
Subsidiary, other than advances made in the ordinary course of business;

             (e)  Any  material  change  in  any  compensation   arrangement  or
agreement with any employee, officer, director or shareholder;

             (f)  Any   declaration   or  payment  of  any   dividend  or  other
distribution of the assets of Provectus;

             (g) Any satisfaction or discharge of any lien, claim or encumbrance
or payment of any  obligation  of  Provectus  or any  Subsidiary,  except in the
ordinary course of business;

                                       15
<PAGE>

             (h)  Any  debt,  obligation  or  liability  incurred,   assumed  or
guaranteed by Provectus or any Subsidiary,  except those for immaterial  amounts
and for current liabilities incurred in the ordinary course of business;

             (i) Any sale,  assignment  or transfer of any patents,  trademarks,
copyrights, trade secrets or other intangible assets;

             (j) Any change or  amendment  to any  material  agreement  to which
Provectus or a Subsidiary is a party or by which it is bound;


             (k) To  Provectus'  knowledge,  any other event or condition of any
character  that,  either  individually  or  cumulatively,  has,  or could have a
Material Adverse Effect; or

             (l) Any arrangement or commitment by Provectus or any Subsidiary to
do any of the acts described in Section 3.24(a) through (k) above.

     3.25  erisa.  Provectus  and its  Subsidiaries  do not  have  or  otherwise
contribute  to or  participate  in any  employee  benefit  plan  subject  to the
Employee  Retirement  Income  Security Act of 1974 other than a medical  benefit
plan and a 401(k) plan,  with respect to which all required  contributions  have
been made and all applicable laws have been complied with.

     3.26  Conduct.  Within  the past five (5)  years,  none of the  members  of
management,   directors,  officers,  principals,   founders,  key  employees  of
Provectus  or any  Subsidiary  have been  arrested,  charged or convicted of any
felony  or  other  crime of  moral  turpitude  or  plead  guilty  or plead  nolo
contendere to any felony or other crime of moral turpitude, nor are they engaged
in  criminal  activity,  nor have any of them been  bankrupt  or an  officer  or
director of a bankrupt company.

     3.27 Environmental Matters. To Provectus' knowledge,  neither Provectus nor
its  Subsidiaries  are in  violation  of any  applicable  Environmental  Law (as
defined  below)  or any  applicable  statute,  law  or  regulation  relating  to
occupational health and safety, and, to its knowledge,  no material expenditures
are or will be required in order to comply with any such existing  statute,  law
or regulation or  Environmental  Law.  Except as set forth on Schedule  3.27, no
Hazardous  Materials (as defined below) are used or have been used,  stored,  or
disposed of by Provectus or any Subsidiary or, to Provectus'  knowledge,  by any

                                       16
<PAGE>

other person or entity on any property owned, leased or used by Provectus or any
Subsidiary.  For  purposes  of this  Agreement,  "Environmental  Law"  means any
federal,  state or local  law,  statute,  rule or  regulation  or the common law
relating  to the  protection  of human  health  or the  environment,  including,
without  limitation,  CERCLA (as defined below),  the Resource  Conservation and
Recovery  Act of  1976,  any  statute,  regulation  or order  pertaining  to (i)
treatment, storage, disposal, generation and transportation of industrial, toxic
or hazardous  materials or  substances  or solid or hazardous  waste;  (ii) air,
water and noise pollution;  (iii) groundwater and soil  contamination;  (iv) the
release or  threatened  release into the  environment  of  industrial,  toxic or
hazardous  materials  or  substances,  or solid or  hazardous  waste,  including
without  limitation,  emissions,  discharges,  injections,  spills,  escapes  or
dumping of pollutants, contaminants, chemicals; (v) the protection of wild life,
marine life and  wetlands,  including  without  limitation  all  endangered  and
threatened species; (vi) storage tanks vessels,  abandoned or discarded barrels,
containers  and other closed  receptacles;  (vii) health and safety of employees
and other  persons;  and  (viii)  manufacture,  processing,  use,  distribution,
treatment,   storage,  disposal,   transportation  or  handling  of  pollutants,
contaminants,  toxic or hazardous  materials or  substances  or oil or petroleum
products  or  solid  or  hazardous  waste.  For the  purposes  of the  preceding
sentence,  "Hazardous  Materials"  shall mean (a) materials  which are listed or
otherwise  defined as "hazardous" or "toxic" under any  Environmental Law or (b)
any petroleum products or nuclear  materials.  As used in this Section 3.28, the
terms  "release"  and  "environment"  shall  have the  meaning  set forth in the
federal Comprehensive Environmental Response,  Compensation and Liability Act of
1980 ("CERCLA").

     3.28 Real Property.  Neither  Provectus nor its  Subsidiaries  own any real
property.  Except as  provided  on  Schedule  3.28,  neither  Provectus  nor its
Subsidiaries  lease any real property or hold any leasehold interest in any real
property. To the extent Provectus or its Subsidiaries lease any real property or
hold any  leasehold  interest in any real  property,  neither  Provectus nor its
Subsidiaries  are in breach of any agreement  with respect to such real property
or leasehold interest.

     3.29 No Brokers.  No broker or finder  acting on behalf of Provectus or its
Subsidiaries brought about the obtaining,  making or closing of the transactions
contemplated  by this  Agreement  and the  Transaction  Documents,  and  neither
Provectus nor its  Subsidiaries  have any obligation to any Person in respect of
any finder's or brokerage fees in connection with the transactions  contemplated
by this Agreement and the Transaction Documents.

     3.30 Disclosures; No Untrue Statements Or Material Omissions. Provectus has
provided  Gryffindor with all information  requested in writing by Gryffindor in
connection with its decision to enter into the transactions contemplated by this
Agreement and the Transaction  Documents,  including all  information  Provectus
believes is reasonably necessary to make such investment decision.  Neither this
Agreement,  the Schedules and Exhibits hereto, the Transaction Documents nor any
other  document  delivered by Provectus to Gryffindor or its attorneys or agents
in connection herewith or therewith or with the transactions contemplated hereby
or thereby,  contain any untrue statement of a material fact nor omit to state a
material  fact  necessary in order to make the  statements  contained  herein or
therein not misleading. To Provectus' knowledge following due inquiry, there are
no facts  (individually  or in the aggregate) that would have a Material Adverse
Effect that have not been set forth in the Agreement, the Schedules and Exhibits
hereto, the Transaction  Documents or in other documents delivered to Gryffindor
or its attorneys or agents in connection herewith.

                                       17
<PAGE>

                                   ARTICLE IV
                                   ----------

                   representations & warranties of Gryffindor
                   ------------------------------------------

     Gryffindor hereby represents and warrants to Provectus as follows:

     4.01  Organization;  Good  Standing.  Gryffindor  is duly  formed,  validly
organized  and in good standing in the State of Delaware and in good standing in
every state in which  Gryffindor is required to maintain  good  standing  unless
failure to do so will not have a Material Adverse Effect.

     4.02  Authority.  Gryffindor has full power and authority to enter into and
to perform this Agreement in accordance  with its terms.  Gryffindor  represents
that it has not been organized,  reorganized or  recapitalized  specifically for
the purpose of investing in Provectus.

     4.03  Enforceability.  Upon  execution  and delivery by each of the parties
hereto and thereto,  this Agreement and each of the Transaction  Documents shall
be the  legal,  valid  and  binding  obligations  of  Gryffindor  and  shall  be
enforceable  against Gryffindor each in accordance with its terms except as such
enforceability  may be limited by bankruptcy,  insolvency or similar laws and by
equitable principles.

     4.04 Acquisition of the Shares

         (a)  Gryffindor  is  acquiring  the Note,  the  Warrant  and the Shares
issuable  upon  conversion  of the  Note and the  exercise  of the  Warrant  for
Gryffindor's  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 Gryffindor has no present or contemplated
agreement,  undertaking,  arrangement,  obligation,  indebtedness  or commitment
providing for the disposition thereof.

         (b) Gryffindor has reviewed  carefully the  representations  concerning
Provectus,  its Subsidiaries and their business contained in this Agreement, has
made detailed inquiry concerning Provectus, its Subsidiaries, their business and
their personnel; the officers of Provectus have made available to Gryffindor any
and all  written  information  which they have  requested  and have  answered to
Gryffindor's  satisfaction  all  inquiries  made  by  Gryffindor  or  any of its
representatives;  and  Gryffindor  has  sufficient  knowledge and  experience in
investing  in  companies  similar to  Provectus so as to be able to evaluate the
risks and merits of its investment in Provectus and is able  financially to bear
the  risks  thereof.  Gryffindor  is an  "accredited  investor"  as that term is
defined  in Rule  501(a) of  Regulation  D  promulgated  by the  Securities  and
Exchange Commission under the Securities Act of 1933, as amended.

                                       18
<PAGE>

                                   ARTICLE V
                                   ---------
                                   covenants
                                   ---------

     Until such time as (i) all  principal  and interest due and owing under the
Note is paid in full or (ii)  the  Shares  issued  upon  conversion  of the Note
(including any accrued but unpaid  interest) and the Shares issued upon exercise
of the Warrant are  registered,  and for as long as Gryffindor owns at least ten
percent (10%) of the Shares issued upon  conversion of the Note  (including  any
accrued but unpaid  interest),  Provectus and the  Shareholders  shall take such
steps,  and  shall  cause  each of its  Subsidiaries  to  take  such  steps,  as
appropriate to do the following:

     5.01 Notice Of Defaults Or Judgments. Provide to Gryffindor, within fifteen
(15)  calendar  days of receipt  thereof,  a copy of notice of any (a)  defaults
under  any  of the  Transaction  Documents,  (b)  Act  of  Bankruptcy  or Act of
Dissolution  with respect to Provectus  or any  Subsidiary,  (c) default that is
declared  (after giving effect to any  applicable  notice and/or grace  periods)
under  any  material  loan,  lease,  debt  or  obligation  of  Provectus  or any
Subsidiary,  including  but not limited to the  Obligations,  and the failure to
cure such  default  could  reasonably  be  expected  to have a Material  Adverse
Effect,  or (d) judgment  obtained  against  Provectus or any  Subsidiary  that,
singly,  or in the aggregate,  exceeds $20,000 and remains unpaid for over sixty
(60) days without Provectus obtaining a stay of execution, release, discharge or
appropriate surety bond.

     5.02  Insurance.  Within thirty (30)  calendar  days  following the Closing
Date,  obtain  for  Provectus  and  each of its  Subsidiaries  and,  thereafter,
maintain in full force and effect,  one or more policies of insurance  issued by
insurers of recognized responsibility,  insuring Provectus, its Subsidiaries and
their respective properties and businesses against losses and risks,  including,
but not limited to, directors' and officers',  comprehensive  general liability,
product  liability,  automobile and errors and omissions  insurance  coverage in
amount(s) and on terms and conditions reasonably satisfactory to Gryffindor.

     5.03  Access  To  Information.   Permit   Gryffindor,   or  any  authorized
representative  thereof,  to visit and inspect the  properties  of Provectus and
each of its  Subsidiaries,  including their  respective  corporate and financial
records,  to make copies and abstracts  thereof and to discuss their  respective
business and finances with officers,  employees and  independent  accountants of
Provectus  and  its   Subsidiaries,   during  normal  business  hours  following
reasonable notice and as often as may be reasonably requested.

     5.04  Maintain  Existence.  Preserve  and  keep in full  force  and  effect
Provectus'  and  its  Subsidiaries'  respective  corporate  existences  in  good
standing and their respective rights to conduct their respective businesses in a
prudent and lawful  manner in all  jurisdictions  in which it conducts  business
except to the extent that the failure to do so would not have a Material Adverse
Effect on Provectus.

     5.05  Licenses.  Keep all Licenses  needed to properly  operate  Provectus'
Business valid and in full force and effect.
                                       19
<PAGE>


     5.06 Non-Disclosure,  Developments and Non-Competition  Agreement.  Require
all persons now or hereafter employed by Provectus or any of its Subsidiaries to
enter into the form of Proprietary Information,  Confidentiality,  Assignment of
Inventions and Non-Compete  Agreement with Provectus  attached hereto as Exhibit
D. Provectus will not make any material  change to such form or such  agreements
signed by the  Shareholders  without the prior  written  consent of  Gryffindor,
which consent shall not be unreasonably withheld.

     5.07  Expenses of  Directors.  Promptly  reimburse in full each  Gryffindor
Director for all of his or her  reasonable  out-of-pocket  expenses  incurred in
attending  each  meeting  of the Board of  Directors  of  Provectus  and/or  its
Subsidiaries  or any committee  thereof or incurred in connection with any other
travel  requested by or on behalf of Provectus  and/or its  Subsidiaries,  which
expenses shall be consistent with the travel policies of Provectus.

     5.08 Reservation of Common Stock.  Reserve and maintain a sufficient number
of shares of Provectus  Common Stock for issuance upon  conversion of all of the
outstanding Shares.

     5.09 Board of Directors Meetings.  Initially require the Board of Directors
to meet monthly until such time as the Board of Directors  unanimously  votes to
schedule  such meetings  less  frequently,  provided that the Board of Directors
shall meet at least twice each quarter  unless  waived by  Gryffindor  Director.
Provectus and each of its  Subsidiaries  shall provide  Gryffindor  with advance
written  notice of all  meetings of their  respective  Boards of  Directors  and
committees  thereof and copies of all meeting  minutes  thereto,  regardless  of
whether Gryffindor is represented on the applicable Board of Directors.

     5.10 Auditor.  Retain a firm of certified public accountants  acceptable to
Provectus' board of directors (including Gryffindor Director) to audit its books
and records at least annually.

     5.11 No Liens.  Upon  conversion  of the Note or exercise  of the  Warrant,
convey to Gryffindor all of the applicable  Shares free and clear of any and all
Liens or other  encumbrances or charges of any kind not created by any action of
Gryffindor.

     5.12 Financial Statements and Other Information.

         (a) Provectus shall maintain books and records of account in which full
and correct entries shall be made of all of its business  transactions  pursuant
to a system of accounting  established and  administered in accordance with GAAP
consistently  applied, and shall set aside on its books all such proper accruals
and reserves as shall be required under GAAP, consistently applied.

         (b) Provectus shall deliver to Gryffindor:

             (i) within  sixty (60)  calendar  days after the end of each fiscal
quarter,  unaudited  consolidated  financial  statements of Provectus (including
balance sheet,  statement of earnings,  stockholder's equity and cash flows) for
such quarter,  year-to-date and compared to budget and the comparable  period of
the prior year,  prepared in accordance  with GAAP,  with the exception  that no
notes need be attached to such statements and year-end audit adjustments may not
have been made;

                                       20
<PAGE>

             (ii) within  ninety (90) calendar days after the fiscal year's end,
audited  annual  consolidated  financial  statements  prepared  by a  nationally
recognized  independent  public accounting firm or such other independent public
accounting firm  reasonably  acceptable to Gryffindor and prepared in accordance
with GAAP, consistently applied;

             (iii) not less than sixty (60) calendar days prior to the beginning
of each fiscal year an annual  operating plan and budget,  prepared on a monthly
basis for the ensuing fiscal year, and on a basis  consistent with prior periods
(including, among other items, appropriate reserves, accruals and provisions for
income  taxes)  and  representing  the best  estimate  of  Provectus  based upon
available  information.  Provectus  also shall furnish to  Gryffindor,  within a
reasonable  time of its  preparation,  amendments to the annual budget,  if any.
Such  budget  shall  include  underlying  assumptions  and a  brief  qualitative
description of Provectus' plan by the Chief Executive Officer or Chief Financial
Officer in support of that budget;

             (iv) within  forty-five (45) days of the close of any fiscal year a
revised/updated three (3)-year business plan of Provectus;

             (v) any  management  letters and other any reports to management of
Provectus  by  accounting  firms  concerning   internal  controls  or  operating
procedures; and

             (vi)  such  other  information   respecting   Provectus'  business,
financial  condition or prospects as Gryffindor may reasonably request from time
to time.

         (c)  The  foregoing  financ  ial  statements  shall  be  prepared  on a
consolidated basis if Provectus then has any Subsidiaries.

         (d) The financial  statements  delivered pursuant to  subsections(b)(i)
and (ii) shall be  accompanied by a certificate  of Provectus'  Chief  Executive
Officer and Chief  Financial  Officer  stating  that such  statements  have been
prepared in  accordance  with GAAP  consistently  applied  (except as noted) and
fairly  present the  financial  condition and results of operations of Provectus
and its Subsidiaries at the date thereof and for the periods covered thereby.

         (e) If Provectus  fails to provide the reports or financial  statements
required by this Section 5.12,  within  thirty (30) days after  written  request
therefore,  Gryffindor  shall have the right and authority,  at Provectus'  sole
expense,  to request an audit by an accounting firm of its or their choice, such
that the  reports or  financial  statements  are  produced  to its or their sole
satisfaction.

     5.13 Material Adverse Changes.  Provectus shall notify Gryffindor,  as soon
as practicable,  and in any event within ten (10) days of discovery, of: (a) any
event  (including  pending or threatened  litigation)  which could reasonably be
expected  to  involve  an amount in excess of  $10,000  or could have a Material
Adverse Effect; (b) a material default or any event or occurrence which with the
lapse of time or notice or both could become a default  under any of  Provectus'
Material  Agreements;  (c) a default or any event or  occurrence  which with the
lapse of time or  notice or both  could  become a  default  under  the  Purchase
Agreement;  and (d) any change in any material fact or circumstance  represented
or warranted in this Agreement.  Such notice shall contain a reasonably detailed
statement outlining such default or event, and Provectus' proposed response.

                                       21
<PAGE>

     5.14  Directors'   Liability  and   Indemnification.   Provectus'  and  its
Subsidiaries'  Certificate  of  Incorporation  and Bylaws shall provide for: (a)
elimination  of the  liability of directors to the maximum  extent  permitted by
law; and (b) indemnification of directors for acts on behalf of Provectus to the
maximum extent permitted by law.

     5.15  Compliance  with Law.  Provectus  shall (and shall  cause each of its
Subsidiaries,  if any) to comply  with all  federal,  state  and local  laws and
regulations  applicable  to it,  including,  without  limitation,  ERISA,  those
regarding the collection, payment and deposit of employees' income, unemployment
and Social Security taxes and those relating to environmental  matters where the
failure to comply  could  reasonably  be  expected  to have a  Material  Adverse
Effect.

     5.16  Agreements.  Provectus shall and shall cause each of its Subsidiaries
to  perform,  within  any  required  time  period  (after  giving  effect to any
applicable grace periods),  all of its obligations and enforce all of its rights
under each  agreement  to which it is a party,  including,  without  limitation,
collective  bargaining  agreements  and  leases to which any such  company  is a
party,  where the failure to so perform and enforce could reasonably be expected
to have a Material  Adverse Effect.  Provectus shall not and shall cause each of
its  Subsidiaries  not to terminate or modify in any manner  adverse to any such
company any provision of any agreement to which it is a party which  termination
or modification could reasonably be expected to have a Material Adverse Effect.

     5.17  Payment  of  Taxes.  Provectus  agrees to pay or cause to be paid all
taxes,  assessments and other governmental charges levied upon any of its assets
or  those  of  its  Subsidiaries  or in  respect  of  its  or  their  respective
franchises,  businesses,  income or  profits,  all  trade  accounts  payable  in
accordance  with usual and customary  business  terms,  and all claims for work,
labor or  materials,  which if  unpaid  might  become a Lien  upon any  asset of
Provectus  or any  Subsidiary,  before the same become  delinquent,  except that
(unless and until foreclosure, sale or other similar proceedings shall have been
commenced)  no such charge need be paid if being  contested in good faith and by
appropriate  measures  promptly  initiated and diligently  conducted if (a) such
reserve or other  appropriate  provision,  if any, as shall be required by sound
accounting  practice  consistent with GAAP shall have been made therefor and (b)
such contest does not have a Material Adverse Effect.

     5.18 Preservation of Intellectual Property Rights. Possess and maintain all
material  Intellectual  Property  Rights  necessary  to  the  conduct  of  their
respective businesses and own all right, title and interest into and to, or have
a valid license for, all material Intellectual Property Rights used by Provectus
and its  Subsidiaries in the conduct of their respective  businesses.  Provectus
will not take any action or fail to take any action,  and will  prevent  each of
its  Subsidiaries  from taking any action or failing to take any  action,  which
would  result  in the  invalidity,  abuse,  misuse or  unenforceability  of such
Intellectual  Property  Rights or which would  infringe upon any rights of other
Persons.

                                       22
<PAGE>

     5.19 Use of Proceeds. Use the net proceeds received from the loan under the
Note in accordance with the terms set forth in the Note.

                                   ARTICLE VI
                                   ----------

                       fees, expenses and indemnification
                       ----------------------------------

     6.01 Fees And  Expenses Of  Provectus  and  Gryffindor.  Provectus  and the
Shareholders,  jointly and  severally,  shall pay, and hold  Gryffindor  and all
subsequent  holders of the Note,  the  Warrant and the Shares  harmless  against
liability for the payment of (a) the reasonable fees and out-of-pocket  expenses
of  Piper  Rudnick,  counsel  to  Gryffindor,  arising  in  connection  with the
negotiation  and  execution  of  this  Agreement  and  the  consummation  of the
transactions  contemplated  by this  Agreement,  which  shall be  payable at the
Closing to the extent then known; provided, however, that Provectus shall not be
required to pay more than an aggregate of $10,000; and (b) stamp and other taxes
which may be payable in respect of the execution and delivery of this  Agreement
or the  issuance,  delivery  or  acquisition  of any  Shares  pursuant  to  this
Agreement,  the Transaction Documents or any Common Stock upon conversion of the
Shares.

     6.02  Indemnification by Provectus and the Shareholders.  Provectus and the
Shareholders,  jointly and severally,  shall defend (at  Gryffindor  Indemnified
Parties'  sole  option  and at  Provectus'  sole  expense),  indemnify  and hold
Gryffindor,  its officers,  directors,  members,  managers,  employees,  agents,
representatives,   successors   and  assigns   (collectively   the   "Gryffindor
Indemnified  Parties")  harmless  from and against  any and all losses,  claims,
damages,  liabilities and related expenses, including reasonable attorney's fees
and expenses, incurred by the Indemnified Parties arising out of or relating to:
(a) any action or inaction of Provectus  or a  Subsidiary  that gives rise to or
results in the occurrence of any claim; (b) any breach of any  representation or
warranty  made by  Provectus  and/or the  Shareholders  in or  pursuant  to this
Agreement,  the  Transaction  Documents  or any other  certificate  or  document
delivered by them pursuant to this  Agreement;  (c) any breach or default by the
Provectus  and/or the Shareholders of any covenant or obligation of them in this
Agreement or any of the  Transaction  Documents;  (d) any claim or proceeding of
any kind whatsoever,  whether instituted or commenced prior to or after the date
hereof,  which relates to,  arises from,  or occurs in connection  with facts or
circumstances  relating to (i) the  Separation  Agreement,  (ii) the Assets,  or
(iii) the  conduct  of  Provectus'  business,  or its  assets,  or any  services
provided on or prior to the date hereof; (e) any liabilities of Provectus and/or
the  Shareholders;  or (f) any  violations  of,  or  obligations  under any laws
relating to acts, omissions, circumstances or conditions existing on or prior to
the  date  hereof,  whether  or  not  such  acts,  omissions,  circumstances  or
conditions  constituted a violation of such laws,  as then in effect;  provided,
however, any such indemnity shall not apply to any such losses, claims, damages,
liabilities  or related  expenses  arising from the gross  negligence or willful
misconduct of the Gryffindor Indemnified Parties.

                                       23
<PAGE>

     6.03  Indemnification  By  Gryffindor.  Gryffindor  shall  defend  (at  the
Provectus  Indemnified  Parties' sole option and at Gryffindor's  sole expense),
indemnify  and hold  Provectus,  its  officers,  directors,  members,  managers,
shareholders (including the Shareholders),  employees, agents,  representatives,
successors  and  assigns  (collectively  the  "Provectus  Indemnified  Parties")
harmless from and against any and all losses, claims,  damages,  liabilities and
related expenses, including reasonable attorney's fees and expenses, incurred by
the  Indemnified  Parties  arising out of or relating  to: (a) any breach of any
representation  or warranty made by Gryffindor in or pursuant to this Agreement,
the  Transaction  Documents or any other  certificate  or document  delivered by
Gryffindor  pursuant  to  this  Agreement;  or (b)  any  breach  or  default  by
Gryffindor of any covenant or obligation of them in this Agreement or any of the
Transaction Documents;  provided, however, any such indemnity shall not apply to
any such losses, claims,  damages,  liabilities or related expenses arising from
the gross negligence or willful misconduct of the Provectus Indemnified Parties.

                                  ARTICLE VII
                                  -----------

                                  MISCELLANEOUS
                                  -------------

     7.01  Non-Waiver.  No course of dealing  between  Gryffindor  and any other
party hereto or any failure or delay on the part of Gryffindor in exercising any
rights or remedies under this Agreement,  the Note or the Warrant  operates as a
waiver of any rights or remedies of Gryffindor under any Agreement,  the Note or
the Warrant.  No single or partial exercise of any rights or remedies  hereunder
operates as a waiver or  precludes  the exercise of any other rights or remedies
hereunder.

     7.02 Successors and Assigns. Except as otherwise expressly provided herein,
all covenants and agreements  contained in this Agreement by or on behalf of any
of the  parties  hereto  will bind and inure to the  benefit  of the  respective
successors  and  assigns of the parties  hereto,  whether so  expressed  or not,
provided,  however,  that  Provectus  shall not assign (by  operation  of law or
otherwise)  this  Agreement,  the  Transaction  Documents  or any part hereof or
thereof or any  obligation  hereunder or  thereunder  without the prior  written
consent of Gryffindor. Gryffindor may assign, transfer, sell or otherwise convey
or  hypothecate  all or any  portion of the Note,  the  Warrant or the Shares in
Gryffindor's  (or such other holder's) sole and absolute  discretion  subject to
compliance with the applicable securities laws. In addition,  and whether or not
any express assignment has been made, the provisions of this Agreement which are
for the benefit of Gryffindor or any holder of all or any part of the Note,  the
Warrant or the  Shares are also for the  benefit  of,  and  enforceable  by, any
subsequent holders of all or any part of the Note, the Warrant or the Shares.

     7.03  Remedies  Non-Exclusive.   None  of  Gryffindor's  rights,  remedies,
privileges or powers  expressly  provided for herein are exclusive,  but each of
them is  cumulative  with,  and in  addition  to,  every  other  right,  remedy,
privilege and power now or hereafter  existing in  Gryffindor's  favor,  whether
pursuant to this Agreement,  the Transaction Documents,  at law or in equity, by
statute or otherwise.

                                       24
<PAGE>

     7.04  Notices.  All  notices,  requests,  demands and other  communications
required or  permitted  under this  Agreement  or by law shall be in writing and
given to the parties at the address  listed  below (or to such other  address as
shall at any time be designated  by any party in writing to the other  parties):
(a) by certified U.S. mail, return receipt  requested,  postage prepaid;  (b) by
facsimile   transmission  (provided  confirmation  of  the  receipt  thereof  is
obtained);  (c) by recognized overnight courier service (e.g., Federal Express);
or (d) by hand-delivery:


         To Gryffindor:     Gryffindor Capital Partners I, L.L.C.
                            150 North Wacker Drive, Suite 800
                            Chicago, Illinois 60606
                            Facsimile: (312) 499-1935
                            Attention: Stuart Fuchs

         with a copy to:    Piper Rudnick
                            203 N. LaSalle Street
                            Suite 1800
                            Chicago, IL  60504
                            Attn:  Deborah Gersh

         To Provectus:      Provectus Pharmaceuticals, Inc.
                            7327 Oak Ridge Highway, Suite A
                            Knoxville, TN  37931
                            Attention:  Timothy C. Scott, Ph.D., President

         with a copy to:    Baker, Donelson, Bearman & Caldwell
                            2200 Riverview Tower
                            900 South Gay Street
                            Knoxville, TN  37902
                            Attn: David L. Morehous

     All such notices shall be deemed  effective (a) when actually  delivered or
when sent by facsimile (upon electronic confirmation of receipt), (b) three days
after being deposited in the United States mail,  first class,  postage prepaid,
or (c) one day after being delivered to a reputable overnight delivery service.

     7.05  Entire  Agreement;   Integration   Clause.  This  Agreement  and  the
Transaction  Documents set forth the entire agreements and understandings of the
parties hereto with respect to this  transaction,  and any prior  agreements are
hereby merged herein and terminated.  The recitals appearing at the beginning of
this Agreement are hereby incorporated herein by this reference.

     7.06 No Oral  Modification Or Waivers.  The terms of this Agreement may not
be modified or waived orally, but only by an instrument in writing signed by the
party against which  enforcement of the  modification or waiver (as the case may
be) is sought.

                                       25
<PAGE>

     7.07  Governing  Law.  The laws of the State of  Illinois  (other  than its
conflicts of law principles) govern this Agreement and the Transaction Documents
except with respect to the following matters which will be governed by the state
of  incorporation  of  Provectus  and/or its  Subsidiaries  as  applicable:  due
incorporation and qualifications for good standing, the issuance of Common Stock
and other  capital  stock of  Provectus  and its  Subsidiaries  and the Board of
Directors of Provectus and its Subsidiaries.

     7.08 Headings.  The headings of the paragraphs and  sub-paragraphs  of this
Agreement and the Transaction Documents are inserted for convenience only and do
not constitute a part of this Agreement or the Transaction Documents.

     7.09  Severability.  To  the  extent  any  provision  herein  violates  any
applicable  law, that provision shall be considered void and the balance of this
Agreement shall remain unchanged and in full force and effect.

     7.10  Counterparts.  This  Agreement may be executed in  counterparts.  The
signature  of,  or on  behalf  of,  each  party  does not need to appear on each
counterpart,  so long as it  appears  on one or  more of the  counterparts.  All
counterparts shall collectively constitute one original document.

                                       26

<PAGE>


     IN WITNESS  WHEREOF,  the  undersigned  have  executed and  delivered  this
Agreement as of the date first above written.

                                   GRYFFINDOR CAPITAL PARTNERS I, L.L.C.
                                   By:

                                   By:/s/ Stuart Fuchs
                                   Name:Stuart Fuchs
                                   Title:Managing Principal


                                   PROVECTUS PHARMACEUTICALS, INC.
                                   a Nevada corporation


                                   By:/s/ Craig Dees
                                   Craig Dees, Ph.D., Chief Executive Officer



                                   /s/ Craig Dees
                                   Craig Dees, Ph.D.


                                   THE DEES FAMILY FOUNDATION


                                   By:/s/ Craig Dees
                                   Name: Craig Dees
                                   Its:President



                                   /s/ Eric A. Wachter
                                   Eric A. Wachter, Ph.D.


                                   THE ERIC A. WACHTER 1998
                                   CHARITABLE REMAINDER UNITRUST


                                   By:/s/ Eric A. Wachter
                                   Name:/s/ Eric A. Wachter
                                   Its:Trustee


                                       27
<PAGE>


                                   /s/ Timothy C. Scott
                                   Timothy C. Scott, Ph.D.


                                   THE SCOTT FAMILY INVESTMENT
                                   LIMITED PARTNERSHIP


                                   By: /s/ Timothy C. Scott
                                   Name: Timothy C. Scott
                                   Its: General Partner



                                   /s/ Walter Fisher
                                   Walter Fisher, Ph.D.


                                   THE FISHER FAMILY INVESTMENT
                                   LIMITED PARTNERSHIP


                                   By: /s/ Walter Fisher
                                   Name: Walter Fisher
                                   Its: General Partner


                                   THE WALT FISHER 1998
                                   CHARITABLE REMAINDER UNITRUST


                                   By: /s/ Walter Fisher
                                   Name: Walter Fisher
                                   Its: Trustee



                                   /s/ John T. Smolik
                                   John T. Smolik


                                   THE SMOLIK FAMILY LLP


                                   By: /s/ John T. Smolik
                                   Name: John T. Smolik
                                   Its: General Partner



                                       28
<PAGE>


                                                                     Exhibit 4.2


THIS NOTE AND THE SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 ("ACT") OR ANY APPLICABLE STATE SECURITIES LAWS. THEY
MAY NOT BE SOLD,  OFFERED FOR SALE,  PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A
REGISTRATION  STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES  UNDER SUCH ACT
OR AN OPINION OF COUNSEL  SATISFACTORY TO THE BORROWER THAT SUCH REGISTRATION IS
NOT REQUIRED.

                         SENIOR SECURED CONVERTIBLE NOTE
                         -------------------------------

$1,000,000                                                     November 26, 2002


     FOR VALUE  RECEIVED,  PROVECTUS  PHARMACEUTICALS,  INC.  (the  "Borrower"),
promises  to  pay  to  the  order  of  GRYFFINDOR  CAPITAL  PARTNERS  I,  L.L.C.
("Lender"),  at the  Borrower's  office  at 7327  Oak  Ridge  Highway,  Suite A,
Knoxville,  TN 37931,  or such other place as the holder hereof may from time to
time appoint in writing,  in lawful money of the United  States of America,  the
principal  sum of One Million and 00/100  Dollars  ($1,000,000),  or such lesser
principal amount as may be outstanding hereunder, together with interest payable
quarterly  in arrears on the  principal  balance from time to time unpaid at the
rate of eight percent (8%) per annum (the "Loan Rate") until maturity.  From and
after the  occurrence  of an Event of  Default  (as  hereinafter  defined),  the
outstanding  principal  amount  hereof shall bear interest at the rate of twelve
percent (12%) per annum (the "Default  Rate").  Interest will be computed on the
daily principal balance outstanding during the period from the last payment date
to the  current  payment  date.  Interest  shall be the product  resulting  when
multiplying the rate of interest by the principal balance outstanding,  dividing
by 360, and then multiplying by the actual number of days interest has accrued.

     The  following  is a statement  of the rights of Lender under this Note and
the conditions to which this Note and the Borrower are subject, and to which the
Borrower hereby agrees as follows:

     1. Purchase  Agreement.  This Senior Secured  Convertible  Promissory  Note
(this  "Note") is executed and  delivered by the Borrower  pursuant to the terms
and conditions of the Convertible  Secured  Promissory Note and Warrant Purchase
Agreement of even date herewith between,  among others,  the Borrower and Lender
(the "Purchase Agreement").  This Note is subject to the terms and conditions of
the  Purchase  Agreement.  Any  capitalized  term used herein and not  otherwise
defined herein shall have the meaning given to it in the Purchase Agreement.

     2. Repayment Terms.  Subject to Lender's conversion rights set forth below,
the Borrower  shall pay the  outstanding  principal  balance and all accrued and
unpaid interest due hereunder on November 26, 2004 (the "Maturity Date").

<PAGE>

     Notwithstanding  anything to the contrary  contained herein, if at any time
prior to the Conversion Start Date (as hereinafter defined),  the Borrower shall
fail  to  make  any  quarterly  payment  of  interest  due  hereunder  (each,  a
"Pre-Conversion  Unmatured  Interest  Default"),  the Borrower shall forfeit any
right to pay the amount of such  Pre-Conversion  Unmatured  Interest Default (or
cause any other entity or affiliate of the Borrower, including any guarantor, to
pay such amount) and the outstanding principal amount hereof shall bear interest
at the  Default  Rate until such time as this Note is repaid in full or the full
amount due under this Note is converted  in  accordance  with the terms  herein;
provided,  further,  that,  at any time after the  Conversion  Start  Date,  the
Borrower  shall fail to make any  quarterly  payment of interest due  hereunder,
such failure shall constitute an Event of Default under Section 7(a) hereof.

     3. Optional  Conversion.  Subject to Lender's  conversion right pursuant to
Section 4.1.6 of the Shareholders' Agreement, dated as of even date herewith, by
and among,  Borrower,  Lender and  certain  other  shareholders,  commencing  on
November  26, 2003 (the  "Conversion  Start  Date")  through and  including  the
Maturity Date,  Lender, in its sole discretion,  shall have the right to convert
the outstanding principal and accrued and unpaid interest on this Note, in whole
or in part, into certain shares of stock of the Borrower as follows:

         a) Principal. Lender shall have the right to convert all or any portion
of the  outstanding  principal  amount under the Note into that number of common
shares of the Borrower equal to the amount of principal to be converted  divided
by the conversion  price of $0.737 (the "Principal  Shares"),  which  conversion
price was determined  based on (i) Lender owning that number of shares of common
stock of the Borrower  constituting  twelve and one-half percent (12.50%) of the
Borrower  (assuming that the Principal Shares are converted and the shares under
the Warrant are  exercised  at the same time) at a pre-money  valuation  of Five
Million Dollars  ($5,000,000),  and (ii)  outstanding  shares and commitments to
issue shares, in the amount of 9,050,763,  as represented by the Borrower in the
Purchase  Agreement,  which amount  excludes those shares  reserved for issuance
under the Borrower's employee stock option plan.

         b)  Interest.  Lender  also shall have the right to convert  all or any
portion of the  accrued and unpaid  interest  under the Note into that number of
common  shares of the Borrower  equal to the amount of principal to be converted
divided  by the  conversion  price  of  $0.55  (the  "Interest  Shares"),  which
conversion  price was  determined  based on (i) a  pre-money  valuation  of Five
Million Dollars  ($5,000,000),  and (ii)  outstanding  shares and commitments to
issue shares, in the amount of 9,050,763,  as represented by the Borrower in the
Purchase  Agreement,  which amount  excludes those shares  reserved for issuance
under the Borrower's employee stock option plan.

         c) Mechanics of Conversion.  Before Lender shall be entitled to convert
this Note into the Principal  Shares and/or the Interest  Shares  (collectively,
the "Acquired  Securities"),  as applicable,  Lender shall  surrender this Note,
duly endorsed,  at the office of the Borrower,  and shall give written notice to
the Borrower at its principal  corporate  office of the election to the same and
shall state therein the name or names in which the  certificate or  certificates
for the Acquired Securities are to be issued. The Borrower, promptly thereafter,

                                       2
<PAGE>

shall issue and deliver to such persons at the address  specified  by Lender,  a
certificate or certificates  for the Acquired  Securities to which the Holder is
entitled. Such conversion shall be deemed to have been made immediately prior to
the  close of  business  on the date of such  surrender  of this  Note,  and the
persons  entitled  to  receive  the  Acquired   Securities  issuable  upon  such
conversion  shall be treated for all purposes as the record holder or holders of
such Acquired  Securities as of such date. No fractional  shares shall be issued
upon  conversion  of the principal  and/or  interest due under this Note and the
number of Acquired  Securities  to be issued  shall be rounded up to the nearest
whole share.

         d) Effect of Reorganization, Reclassification, Consolidation, Merger or
Sale.  If at any  time  while  this  Note  is  outstanding  there  shall  be any
reorganization or  reclassification  of the capital stock of the Borrower or any
consolidation or merger of the Borrower with another  corporation  (other than a
consolidation  or merger in which the Borrower is the surviving entity and which
does  not  result  in any  change  in the  Common  Stock),  or any sale or other
disposition  by the  Borrower of all or  substantially  all of its assets to any
other  corporation,  the holder of this Note shall thereafter upon conversion of
this  Note be  entitled  to  receive  the  number  of  shares  of stock or other
securities  or  property  of  the  Borrower,  or of  the  successor  corporation
resulting from such  consolidation  or merger,  as the case may be, to which the
Acquired  Securities  (and any other  securities  and property) of the Borrower,
deliverable upon the exercise of the conversion under this Note, would have been
entitled  upon  such   reorganization,   reclassification   of  capital   stock,
consolidation, merger, sale or other disposition if this Note had been exercised
immediately  prior to such  reorganization,  reclassification  of capital stock,
consolidation,  merger, sale or other disposition. In any such case, appropriate
adjustment  (as  determined  in good  faith  by the  Board of  Directors  of the
Borrower)  shall be made in the  application of the provisions set forth in this
Note with respect to the rights and  interests  thereafter of the holder of this
Note to the end that the  provisions  set  forth in this Note  (including  those
relating to adjustments of the number of shares  issuable upon the conversion of
this Note) shall  thereafter be  applicable,  as near as  reasonably  may be, in
relation  to any  shares  or  other  property  thereafter  deliverable  upon the
conversion  hereof as if this Note had been converted  immediately prior to such
reorganization,  reclassification of capital stock, consolidation,  merger, sale
or other  disposition  and the holder  hereof had  carried  out the terms of the
exchange as provided  for by such  reorganization,  reclassification  of capital
stock,  consolidation  or  merger.  The  Borrower  shall  not  effect  any  such
reorganization,   consolidation   or  merger  unless,   upon  or  prior  to  the
consummation   thereof,  the  successor  corporation  shall  assume  by  written
instrument  the obligation to deliver to the holder hereof such shares of stock,
securities,  cash or property  as such  holder  shall be entitled to purchase in
accordance with the foregoing provisions.

         e) Effect of a Stock Dividends,  Splits,  Etc. If the Borrower shall at
any time after the date hereof fix a record date for the  subdivision,  split-up
or stock  dividend of shares of its Common Stock,  then,  concurrently  with the
effectiveness of such subdivision, split-up or dividend, the number of shares of
Common  Stock  issuable  on  conversion  of this  Note  shall  be  increased  in
proportion to such increase in outstanding shares of Common Stock.

         f) Prior Notice as to Certain Events. In case at any time:

                                       3
<PAGE>

             (i) the  Borrower  shall  offer  for  subscription  pro rata to the
holders of its Common Stock any  additional  shares of stock of any class or any
other rights; or

             (ii) there shall be any reorganization or  reclassification  of the
capital stock of the Borrower,  or  consolidation or merger of the Borrower with
another  corporation or a sale or disposition  of all or  substantially  all its
assets; or

             (iii)  there  shall  be a  voluntary  or  involuntary  dissolution,
liquidation or winding up of the Borrower;

     then, in each of said cases,  the Borrower shall give prior written notice,
by first class mail,  postage  prepaid,  addressed to the holder of this Note at
the address of such holder as shown in Section 9(k) below,  of the date on which
(iv) the books of the  Borrower  shall close or a record shall be taken for such
stock dividend,  distribution or subscription rights or (v) such reorganization,
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding up shall take place,  as the case may be. Such notice also shall specify
the date as of which the holders of the Common Stock of record shall participate
in said stock dividend, distribution or subscription rights or shall be entitled
to exchange their Common Stock for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation  or winding up, as the case may be.  Such  written  notice  shall be
given at least ten (10) days prior to the action in  question  and not less than
ten (10)  days  prior to the  record  date or the date on which  the  Borrower's
transfer books are closed in respect thereto.

         g)  Reservation  of Common Stock.  The Borrower will at all times after
the date hereof  reserve and keep  available for issuance  upon the  conversions
described  herein such number of authorized and unissued  shares of Common Stock
as will be sufficient to permit the conversions  described herein, and upon such
issuance  such  shares of Common  Stock will be validly  issued,  fully paid and
nonassessable,  and free from all liens and charges with respect to the issuance
thereof.

     4.  Prepayment.  The Borrower will not have the right at any time to prepay
this Note in whole or in part,  except in the event that the Borrower  obtains a
commitment  from  another  investor  for an amount not less than  Three  Million
Dollars  ($3,000,000) in exchange for shares of the Borrower,  which  commitment
shall  include an  obligation  on the part of such investor to repay in full the
outstanding principal balance plus all accrued and unpaid interest thereon owing
hereunder  (the  "Obligations"),  and such  commitment  is on  terms  reasonably
acceptable to Lender.  In such event, the Borrower may prepay this Note in full;
provided,  however,  such prepayment  shall, as determined by Lender in its sole
discretion, take the form of either: (a) repayment in full of the Obligations or
(b) conversion of the Obligations into shares of common stock of the Borrower in
accordance  with the  conversion  terms  set forth in  Section 3 above;  further
provided,  however, if the market price of the Borrower's common shares are less

                                       4
<PAGE>

than the conversion price of the Principal Shares under this Note,  Lender shall
have the right to convert  the  Obligations  into the same  series of  preferred
stock that such  investor is  purchasing  with the same rights,  privileges  and
preferences  granted to such  investor,  except with  respect to the  conversion
price which, for Lender, will be the conversion price hereunder.

     5. Security. This Note is secured by, among other things, the following:

         a) a Security Agreement, dated the date hereof between the Borrower and
Lender (the "Provectus Security Agreement"),  which encumbers certain collateral
described therein;

         b) a Stock Pledge Agreement, dated the date hereof from the Borrower in
favor of Lender (the "Stock Pledge Agreement")  providing for a pledge of all of
the common stock of Xantech Pharmaceuticals, Inc. ("Xantech");

         c) a Trademark  Collateral  Security  Agreement,  dated the date hereof
between  Provectus  and Lender  which  encumbers  certain  collateral  described
therein (the "Trademark Security Agreement");

         d) a Patent  and  License  Security  Agreement,  dated the date  hereof
between  Provectus  and Lender  which  encumbers  certain  collateral  described
therein (the "Patent Security Agreement");

         e) a  Copyright  Security  Agreement,  dated  the date  hereof  between
Provectus and Lender which encumbers certain  collateral  described therein (the
"Copyright  Security Agreement" and together with the Patent Security Agreement,
the Stock Pledge Agreement,  the Trademark  Security Agreement and the Provectus
Security Agreement, the "Security Documents"); and

         f) such  other  agreements  and  documents  as  Lender  shall  require,
including,  without  limitation that certain Guaranty of even date herewith from
Xantech in favor of Lender (the "Guaranty").

     The Purchase Agreement, this Note, the Guaranty, the Security Documents and
any and all other  agreements  presently  existing or hereafter  entered into in
connection  therewith or which evidence and/or secure any indebtedness  from the
Borrower  to  Lender  shall  hereinafter  be  collectively  referred  to as  the
"Transaction Documents." Any and all collateral referred to in or granted by the
Security Documents is hereinafter  collectively referred to as the "Collateral."
The terms, covenants, conditions, provisions, stipulations and agreements of the
Transaction  Documents  are hereby made a part of this Note,  to the same extent
and with the same effect as if they were fully set forth  herein.  The  Borrower
does hereby covenant to abide by and comply with each and every term,  covenant,
condition,  provision,  stipulation  and agreement set forth in the  Transaction
Documents.

     The Borrower  shall remain  liable for the payment of this Note,  including
interest, notwithstanding any extensions of time of payment or any indulgence of
any kind or nature that Lender may grant to the Borrower or any subsequent owner
of the  Collateral,  whether  with or without  notice to the  Borrower,  and the
Borrower hereby expressly waives such notice. No release of

                                       5
<PAGE>

any or all of the security  given for this  obligation  shall  release any other
maker,  co-maker,  surety,  guarantor,  or other party  hereto in any  capacity.
Lender shall not be required to look first to the Collateral for payment of this
Note, but may proceed against the Borrower in such manner as it deems desirable.

     6. Use of Proceeds. The proceeds of the loan evidenced by this Note will be
used for  working  capital  purposes  of the  Borrower  pursuant  to the  Budget
attached  to the  Purchase  Agreement  as Schedule  2;  provided,  that at least
seventy  percent  (70%) of such  proceeds  must be used for product  production,
general  operating  expenses  (including  salaries or other  employment  costs),
advertising and marketing for the Borrower;  and,  provided,  further,  that not
more than thirty  percent (30%) of such proceeds may be used by the Borrower for
back compensation due to the Borrower's employees or consultants.

     7. Event of Default.  The  occurrence  of any one or more of the  following
events  (regardless  of the  reason  therefor)  shall  constitute  an  "Event of
Default" hereunder:

         (a) The  Borrower  shall fail to make any payment of  principal  of, or
interest on this Note when due and payable or  declared  due and payable  (other
than any Pre-Conversion Unmatured Interest Payment).

         (b) The Borrower or Xantech  shall fail or neglect to perform,  keep or
observe any provision of this Note, the Guaranty,  the Security Documents or any
other Loan Document.

         (c) Lender shall fail to have an enforceable first priority lien on and
security  interest in the  Collateral or any default or event of default  occurs
under any of the Security Documents.

         (d) The Borrower or Xantech files a bankruptcy  petition,  a bankruptcy
petition is filed against the Borrower which remains undismissed or unstayed for
sixty (60)  consecutive  days, or Borrower  makes a general  assignment  for the
benefit of creditors.

         (e) Any default by the Borrower or Xantech, as applicable, occurs under
the Purchase Agreement or any other Transaction Document.

         Upon the  occurrence  of any Event of Default,  Lender may, in its sole
discretion,  do one or more  of the  following:  (i)  declare  all  indebtedness
evidenced by this Note to be  immediately  due and payable,  whereupon  all such
indebtedness shall become due and payable, without presentment,  demand, protest
or  further  notice  of any  kind,  all of which  are  expressly  waived  by the
Borrower, and/or (ii) continue to exercise any of its conversion rights pursuant
to Section 3 hereof, and/or (iii) exercise any or all of its rights and remedies
available hereunder or under any of the Security Documents,  the Guaranty or any
other Transaction Documents and applicable law.

                                       6
<PAGE>

     8.  Replacement.  Upon receipt of evidence  reasonably  satisfactory to the
Borrower (an affidavit of Lender shall be satisfactory) of the ownership and the
loss, theft, destruction or mutilation of this Note, and in the case of any such
loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to
the Borrower or, in the case of any such mutilation upon surrender of this Note,
the Borrower shall (at its expense)  execute and deliver in lieu of such Note, a
Note of like kind representing the same rights represented by such lost, stolen,
destroyed or mutilated  Note and dated as of the date to which interest has been
paid on the unpaid  principal amount of the Note so lost stolen,  destroyed,  or
mutilated,  or, if no interest has been paid thereon,  then dated as of the date
of the Note so lost, stolen, destroyed or mutilated.

     9. Miscellaneous

         a) In the event that Lender institutes legal proceedings to enforce the
Transaction Documents,  the Borrower agrees to pay to Lender, in addition to any
indebtedness  due and  unpaid,  all  costs  and  expenses  of such  proceedings,
including reasonable attorneys' fees.

         b) Lender shall not by any act of omission or  commission  be deemed to
waive any of its rights or remedies  hereunder  unless such waiver be in writing
and  signed  by an  authorized  officer  of Lender  and then only to the  extent
specifically set forth therein.  A waiver on one occasion shall not be construed
as  continuing  or as a bar to or  waiver  of such  right or remedy on any other
occasion.  All remedies conferred upon Lender by the Transaction Documents shall
be  cumulative  and  none is  exclusive,  and  such  remedies  may be  exercised
concurrently or consecutively at Lender's option.

         c)  Except as  expressly  provided  for in this Note or any other  Loan
Document,  every person at any time liable for the payment of the debt evidenced
hereby  waives  presentment  for payment,  demand,  notice of nonpayment of this
Note,  protest and notice of protest,  all exemptions and homestead laws and all
rights thereunder and consents that Lender may extend the time of payment of any
part or the whole of the debt,  or grant any other  modifications  or indulgence
pertaining  to  payment  of this Note at any time,  at the  request of any other
person liable for said debt.

         d) This Note is hereby  expressly  limited so that in no contingency or
event  whatsoever,  whether by  acceleration  of  maturity  of the  indebtedness
evidenced  hereby or  otherwise,  shall the amount  paid or agreed to be paid to
Lender for the use,  forbearance  or  detention  of the money  advanced or to be
advanced  hereunder exceed the highest lawful rate permissible under the laws of
the State of Illinois as applicable to the Borrower.  If, from any circumstances
whatsoever,  fulfillment  of any  provision  of this Note or of any of the other
Transaction Documents shall, at the time performance of such provisions shall be
due,  involve the payment of interest in excess of that  authorized  by law, the
obligation  to be fulfilled  shall be reduced to the limit so authorized by law,
and if, from any circumstances,  Lender shall ever receive as interest an amount
which would exceed the highest  lawful rate  applicable  to the  Borrower,  such
amount which would be excessive  interest  shall be applied to the  reduction of
the unpaid principal balance of the indebtedness evidenced hereby and not to the
payment of interest.

                                       7
<PAGE>

         e) All  covenants,  agreements,  representations  and  warranties  made
herein and any other  Transaction  Documents are deemed to have been relied upon
by Lender, notwithstanding any investigation by Lender.

         f) This Note is given and accepted as evidence of indebtedness only and
not in payment or satisfaction of any indebtedness or obligation.

         g) The form and  essential  validity  of this Note shall be governed by
the laws of the State of Illinois.  If any  provision of this Note is prohibited
by,  or  is  unlawful  or  unenforceable   under,  any  applicable  law  of  any
jurisdiction,  such provision shall, as to such jurisdiction,  be ineffective to
the extent of such prohibition  without  invalidating  the remaining  provisions
hereof;  provided that where the  provisions of any such  applicable  law may be
waived,  they hereby are waived by the Borrower to the full extent  permitted by
law in order that this Note shall be deemed to be a valid and binding promissory
note in accordance with its terms.

         h)  Time  is  of  the  essence  with  respect  to  all  the  Borrower's
obligations and agreements under this Note.

         i) This Note and all the provisions, conditions, promises and covenants
hereof shall inure to the benefit of Lender,  its  successors  and assigns,  and
shall be binding in  accordance  with the terms  hereof upon the  Borrower,  its
successors and assigns,  provided  nothing herein shall be deemed consent to any
assignment restricted or prohibited by the terms of the Transaction Documents.

         j) All notices required under this Note shall be provided in accordance
with the terms of the Purchase Agreement.

         k) To induce  Lender to extend to the  Borrower  the loan  evidenced by
this Note,  Borrower  irrevocably  agrees  that,  subject to  Lender's  sole and
absolute  election,  ALL  ACTIONS OR  PROCEEDINGS  IN ANY WAY  ARISING OUT OF OR
RELATED TO THIS NOTE OR ANY LOAN  DOCUMENT  WILL BE LITIGATED  IN COURTS  HAVING
SITUS IN CHICAGO,  ILLINOIS.  THE  BORROWER  HEREBY  CONSENTS AND SUBMITS TO THE
JURISDICTION  OF ANY COURT LOCATED WITHIN  CHICAGO,  ILLINOIS,  WAIVES  PERSONAL
SERVICE OF  PROCESS  UPON THE  BORROWER,  AND  AGREES  THAT ALL SUCH  SERVICE OF
PROCESS MAY BE MADE BY  REGISTERED  MAIL DIRECTED TO THE BORROWER AT THE ADDRESS
STATED ON THE  SIGNATURE  PAGE  HEREOF AND  SERVICE SO MADE WILL BE DEEMED TO BE
COMPLETED UPON ACTUAL RECEIPT.

         l) THE  BORROWER AND LENDER EACH WAIVES ANY RIGHT TO A TRIAL BY JURY IN
ANY ACTION OR  PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS NOTE OR ANY

                                       8
<PAGE>

DOCUMENT OR UNDER ANY AMENDMENT,  INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR
WHICH MAY IN THE FUTURE BE  DELIVERED  IN  CONNECTION  WITH THIS NOTE AND AGREES
THAT ANY SUCH ACTION OR PROCEEDING WILL BE TRIED BEFORE A COURT AND NOT BEFORE A
JURY.  THE BORROWER  AGREES THAT THE BORROWER  WILL NOT ASSERT ANY CLAIM AGAINST
LENDER  ON  ANY  THEORY  OF  LIABILITY  FOR  SPECIAL,  INDIRECT,  CONSEQUENTIAL,
INCIDENTAL OR PUNITIVE DAMAGES.

                          [Signature Page(s) to Follow]

                                       9
<PAGE>


     IN WITNESS WHEREOF, this Note is executed as of the date and year first set
forth above.


                                        PROVECTUS PHARMACEUTICALS, INC.


                                        By:/s/ Craig Dees
                                        Name: Craig Dees
                                        Its:  Chief Executive Officer


                                        GRYFFINDOR CAPITAL PARTNERS I, L.L.C.


                                        By: /s/ Stuart Fuchs
                                        Name:  Stuart Fuchs
                                        Its:  Managing Principal




                                        10
<PAGE>


                                                                     Exhibit 4.3



THE  SECURITIES  EVIDENCED BY THIS  CERTIFICATE  HAVE BEEN TAKEN FOR  INVESTMENT
PURPOSES,  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"),  OR UNDER ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD,
TRANSFERRED,  ASSIGNED,  PLEDGED,  HYPOTHECATED OR OTHERWISE  DISPOSED OF IN THE
ABSENCE OF SUCH  REGISTRATION OR AN EXEMPTION  THEREFROM UNDER THE ACT, PROVIDED
THAT THE HOLDER HAS DELIVERED AN OPINION OF COUNSEL,  REASONABLY SATISFACTORY TO
THE  ISSUER  OF  THE  SECURITIES   EVIDENCED  BY  THIS   CERTIFICATE  THAT  SUCH
REGISTRATION  IS NOT  REQUIRED.  ANY  SUCH  TRANSFER  MAY  ALSO  BE  SUBJECT  TO
APPLICABLE STATE SECURITIES LAWS.


                          COMMON STOCK PURCHASE WARRANT
                          -----------------------------

                                   TO PURCHASE
                        226,460 SHARES OF COMMON STOCK OF
                         PROVECTUS PHARMACEUTICALS, INC.
                       TRANSFER RESTRICTED - SEE SECTION 8

     This certifies that on November 26, 2002,  for value  received,  GRYFFINDOR
CAPITAL  PARTNERS I,  L.L.C.,  a Delaware  limited  liability  company,  and its
permitted  assigns  (collectively,  the  "Registered  Holder"),  is  entitled to
purchase  from  PROVECTUS  PHARMACEUTICALS,  INC.,  a  Nevada  corporation  (the
"Company"),  subject to the terms and conditions hereof, at any time on or after
the date  hereof,  and  before  the  Expiration  Date,  226,460  fully  paid and
non-assessable shares of Common Stock (as defined herein), at the Exercise Price
(as defined herein).  This Warrant is issued pursuant to the Convertible Secured
Promissory Note and Warrant  Purchase  Agreement of even date herewith,  between
the Company and the Lender set forth therein ("Purchase Agreement"). Capitalized
terms not  otherwise  defined  herein  shall have the  meanings set forth in the
Purchase Agreement.

     This Warrant is subject to the following provisions:

     1.  Definitions.  As used in this  Warrant,  the  following  terms have the
meanings set forth below:

     "Business  Day" means any day on which banks in Chicago,  Illinois are open
for business.

     "Common Stock" means the Company's  Common Stock as defined in the Purchase
Agreement.

     "Date of Issuance"  means the date hereof.  The date the Company  initially
issues this  Warrant will be deemed to be the "Date of Issuance" of this Warrant
regardless of the number of times new  certificates  representing  the unexpired
and unexercised rights formerly represented by this Warrant are issued.

     "Exercise Price" means $.001 per share.

     "Expiration Date" means 5:00 P.M.,  Chicago,  Illinois time on the five (5)
year anniversary of the Date of Issuance (or, if such day is not a Business Day,
at or before 5:00 P.M.,  Chicago  Illinois time, on the next following  Business
Day).

<PAGE>

     "Person" means an  individual,  a  partnership,  a corporation,  a trust, a
joint venture, an unincorporated organization and a government or any department
or agency thereof.

     "Warrant"  means this  Warrant and all stock  purchase  warrants  issued in
exchange therefor pursuant to the terms thereof.

     "Warrant  Stock"  means  shares of the  Company's  authorized  but unissued
Common Stock issuable upon exercise of this Warrant; provided that if there is a
change such that the securities issuable upon exercise of the Warrant are issued
by an  entity  other  than the  Company  or there  is a change  in the  class of
securities so issuable, then the term "Warrant Stock" will mean one share of the
security  issuable  upon exercise of the Warrant if such security is issuable in
shares,  or will mean the  smallest  unit in which such  security is issuable if
such security is not issuable in shares.

     2. Exercise of Warrant.

         2.1 Exercise Period; Cancellation of Warrant. The Registered Holder may
exercise the purchase  rights  represented by this Warrant,  in whole or in part
(but not as to a fractional share of Warrant Stock),  at any time, and from time
to time,  from and after the Date of Issuance and prior to the  Expiration  Date
(the "Exercise Period").

         2.2 Exercise Procedure.

             (a) This Warrant will be deemed to have been exercised at such time
as the Company has received all of the following items (the "Exercise Date"):

             (i) a completed  Exercise  Agreement,  as  described in Section 2.3
below,  executed by the Registered Holder exercising all or part of the purchase
rights represented by this Warrant (the "Purchaser");

             (ii) this Warrant, or if the original Warrant is lost, mutilated or
destroyed, a certified copy of this Warrant;

             (iii)  if  this  Warrant  is  not  registered  in the  name  of the
Purchaser,  an  Assignment  or  Assignments  in the form set forth in Exhibit II
hereto,  evidencing the  assignment of this Warrant to the  Purchaser,  in which
case the Registered  Holder shall have complied with the provisions set forth in
Section 8 hereof; and

             (iv) a check  payable  to the  Company  in an  amount  equal to the
number of shares of Warrant Stock to be issued multiplied by the Exercise Price.

             (b)  Certificates  for  shares  of  Warrant  Stock  purchased  upon
exercise of this  Warrant  will be  delivered  by the  Company to the  Purchaser
within five (5) Business Days after the Exercise  Date.  Unless this Warrant has
expired or all of the purchase  rights  represented  hereby have been exercised,
the Company will prepare a new Warrant, substantially identical hereto,

                                       2
<PAGE>

representing  the rights  formerly  represented  by this Warrant  which have not
expired or been exercised.  The Company will,  within such five (5) Business Day
period,  deliver  such new  Warrant  to the  Registered  Holder  designated  for
delivery in the Exercise Agreement.

             (c) The Warrant  Stock  issuable  upon the exercise of this Warrant
will be deemed to have been issued to the  Purchaser on the Exercise  Date,  and
the  Purchaser  will be deemed for all purposes to have become the record holder
of such Warrant Stock on the Exercise Date.

             (d) The issuance of  certificates  for shares of Warrant Stock upon
exercise of this Warrant will be made without charge to the Registered Holder or
the Purchaser for any issuance tax in respect thereof or any other cost incurred
by the Company in  connection  with such  exercise  and the related  issuance of
shares of Warrant Stock.

             (e) The Company  will not close its books for the  transfer of this
Warrant or of any share of Warrant Stock issued or issuable upon the exercise of
this Warrant in any manner  which  interferes  with the timely  exercise of this
Warrant.

             (f)  Notwithstanding  any other provision hereof, if an exercise of
any portion of this Warrant is to be made in connection  with a public  offering
or sale of the Company,  the exercise of any portion of this Warrant may, at the
election of the holder  hereof,  be  conditioned  upon the  consummation  of the
public  offering or sale of the Company in which case such exercise shall not be
deemed to be effective until the consummation of such transaction.

         2.3 Exercise Agreement. The Exercise Agreement will be substantially in
the form set forth in  Exhibit I hereto,  except  that if the  shares of Warrant
Stock are not to be issued in the name of the Registered Holder of this Warrant,
the  Exercise  Agreement  also  will  state  the name of the  Person to whom the
certificates for the shares of Warrant Stock are to be issued, and if the number
of shares of  Warrant  Stock to be issued  does not  include  all the  shares of
Warrant Stock purchasable  hereunder,  it also will state the name of the Person
to whom a new Warrant for the unexercised  portion of the rights hereunder is to
be delivered.

         2.4 Fractional  Shares.  If a fractional  share of Warrant Stock would,
but for the  provisions  of this Section 2.4, be issuable  upon  exercise of the
rights represented by this Warrant,  the Company shall, within five (5) business
days after the Exercise  Date,  deliver to the  Purchaser a check payable to the
Purchaser in lieu of such fractional  share in an amount equal to the difference
between the market price (as determined in good faith by the Company's  Board of
Directors)  of  such   fractional   share  as  of  the  Exercise  Date  and  the
proportionate Exercise Price of such fractional share.

     3. Effect of  Reorganization,  Reclassification,  Consolidation,  Merger or
Sale.  If at any time  while  this  Warrant is  outstanding  there  shall be any
reorganization  or  reclassification  of the capital stock of the Company or any
consolidation  or merger of the Company with another  corporation  (other than a
consolidation  or merger in which the Company is the surviving  entity and which
does  not  result  in any  change  in the  Common  Stock),  or any sale or other
disposition  by the  Company  of all or  substantially  all of its assets to any
other corporation,  the holder of this Warrant shall thereafter upon exercise of
this  Warrant  be  entitled  to  receive  the number of shares of stock or other
securities or property of the Company, or of the successor corporation resulting
from such  consolidation  or  merger,  as the case may be, to which the  Warrant
Stock (and any other  securities and property) of the Company,  deliverable upon
the exercise of this Warrant, would have been entitled upon such reorganization,
reclassification  of  capital  stock,  consolidation,   merger,  sale  or  other
disposition  if this  Warrant  had  been  exercised  immediately  prior  to such
reorganization,  reclassification of capital stock, consolidation,  merger, sale
or other disposition. In any such case, appropriate adjustment (as determined in
good  faith  by the  Board of  Directors  of the  Company)  shall be made in the

                                       4
<PAGE>

application  of the  provisions  set forth in this  Warrant  with respect to the
rights and  interests  thereafter  of the holder of this Warrant to the end that
the  provisions  set  forth  in  this  Warrant   (including  those  relating  to
adjustments of the number of shares  issuable upon the exercise of this Warrant)
shall thereafter be applicable, as near as reasonably may be, in relation to any
shares or other property  thereafter  deliverable upon the exercise hereof as if
this  Warrant  had been  exercised  immediately  prior  to such  reorganization,
reclassification  of  capital  stock,  consolidation,   merger,  sale  or  other
disposition  and the holder  hereof had carried out the terms of the exchange as
provided  for  by  such  reorganization,   reclassification  of  capital  stock,
consolidation or merger.  The Company shall not effect any such  reorganization,
consolidation or merger unless, upon or prior to the consummation  thereof,  the
successor  corporation  shall assume by written  instrument  the  obligation  to
deliver to the holder hereof such shares of stock, securities,  cash or property
as such holder shall be entitled to purchase in  accordance  with the  foregoing
provisions.  Notwithstanding  any other provisions of this Warrant, in the event
of sale or other  disposition of all or  substantially  all of the assets of the
Company  as a part of a plan for  liquidation  of the  Company,  all  rights  to
exercise the Warrant  shall  terminate  sixty (60) days after the Company  gives
written notice to the Registered  Holder of this Warrant that such sale or other
disposition has been consummated.

     4. Effect of a Stock  Dividends,  Splits,  Etc. If the Company shall at any
time after the Date of Issuance fix a record date for the subdivision,  split-up
or stock  dividend of shares of its Common Stock,  then,  concurrently  with the
effectiveness of such subdivision, split-up or dividend, the number of shares of
Common  Stock  issuable  on  exercise  of this  Warrant  shall be  increased  in
proportion to such increase in outstanding shares of Common Stock.

     5. Prior Notice as to Certain Events. In case at any time:

         (a) the Company shall offer for subscription pro rata to the holders of
its  Common  Stock  any  additional  shares  of stock of any  class or any other
rights; or

         (b)  there  shall  be any  reorganization  or  reclassification  of the
capital  stock of the Company,  or  consolidation  or merger of the Company with
another  corporation or a sale or disposition  of all or  substantially  all its
assets; or

         (c) there shall be a voluntary or involuntary dissolution,  liquidation
or winding up of the Company;

then, in each of said cases,  the Company shall give prior  written  notice,  by
first class mail,  postage prepaid,  addressed to the Registered  Holder of this
Warrant at the address of such holder as shown on the books of the  Company,  of
the date on which (i) the books of the Company  shall close or a record shall be
taken for such stock dividend,  distribution or subscription rights or (ii) such
reorganization,  reclassification,  consolidation,  merger,  sale,  dissolution,
liquidation or winding up shall take place, as the case may be. Such notice also
shall  specify  the date as of which the  holders of the Common  Stock of record
shall participate in said stock dividend, distribution or subscription rights or
shall be  entitled  to  exchange  their  Common  Stock for  securities  or other
property deliverable upon such reorganization, reclassification,  consolidation,
merger, sale,  dissolution,  liquidation or winding up, as the case may be. Such
written  notice  shall be given at least  ten (10) days  prior to the  action in
question and not less than ten (10) days prior to the record date or the date on
which the Company's transfer books are closed in respect thereto.

                                       4
<PAGE>

     6.  Reservation  of Common  Stock.  The Company will at all times after the
Date of Issuance  reserve and keep  available  for issuance upon the exercise of
Warrants such number of authorized  and unissued  shares of Common Stock as will
be  sufficient  to permit the  conversion  of the Warrant  Stock,  and upon such
issuance  such  shares of Common  Stock will be validly  issued,  fully paid and
nonassessable,  and free from all liens and charges with respect to the issuance
thereof.

     7. No Voting  Rights;  Limitations  of  Liability.  This  Warrant  will not
entitle the holder  hereof to any voting rights or other rights as a stockholder
of the  Company.  No provision of this  Warrant,  in the absence of  affirmative
action by the Registered Holder to purchase Warrant Stock, and no enumeration in
this Warrant of the rights or privileges  of the  Registered  Holder,  will give
rise to any  liability  of such  Registered  Holder  for the  Exercise  Price of
Warrant Stock acquirable by exercise hereof or as a stockholder of the Company.

     8. Restrictions on Transfer.

         (a) Subject to the transfer  conditions  referred to in  paragraph  (b)
below,  this Warrant and the rights hereunder are  transferable,  in whole or in
part, by the  Registered  Holder to any Person  without charge to the Registered
Holder,  upon surrender of this Warrant with a properly executed  Assignment (in
the form of Exhibit II hereto) at the principal office of the Company. Each such
transferee shall become a "Registered Holder" for purposes of this Warrant.

         (b) Each  Registered  Holder  of this  Warrant  acknowledges  that this
Warrant has not been  registered  under the  Securities  Act of 1933, as amended
(the  "Act"),  and  agrees  not to sell,  pledge,  distribute,  offer  for sale,
transfer or otherwise  dispose of this Warrant or any Warrant  Stock issued upon
its  exercise in the absence of (i) an  effective  registration  statement as to
this Warrant or such Warrant Stock under the Act (or any similar statute then in
effect),  or (ii) an opinion of counsel  for the Company to the effect that such
registration is not, under the circumstances, required.

     9.  Warrant  Exchangeable  for  Different  Denominations.  This  Warrant is
exchangeable,  upon  the  surrender  hereof  by  the  Registered  Holder  at the
principal office of the Company,  for new Warrants of like tenor representing in
the aggregate the purchase rights hereunder,  and each of such new Warrants will
represent such portion of such rights as is designated by the Registered  Holder
at the time of such surrender.

     10. Miscellaneous.

         10.1 Amendment and Waiver. The terms and provisions of this Warrant may
be amended,  modified or waived only with the written consent of the Company and
the Registered Holder.

         10.2 Notices.  Any notices  required to be sent to a Registered  Holder
will be delivered to the address of such Registered Holder shown on the books of
the Company.  All notices referred to herein will be delivered in person or sent
by first class mail, postage prepaid, and will be deemed to have been given when
so delivered or sent.

         10.3 Descriptive  Headings.  The descriptive headings of the paragraphs
of this Warrant are inserted for  convenience  only and do not constitute a part
of this Warrant.

         10.4 Governing Law. The  construction,  validity and  interpretation of
this Warrant will be governed by the laws of the State of Nevada.

                                       5
<PAGE>

         10.5 Remedies.  The Company  stipulates that the remedies at law of the
holder of this Warrant in the event of any default or threatened  default by the
Company  in the  performance  of or  compliance  with  any of the  terms of this
Warrant  are  not  and  will  not  be  adequate,  and  that  such  terms  may be
specifically  enforced by a decree for the specific performance of any agreement
contained  herein or by an  injunction  against a violation  of any of the terms
hereof or otherwise.

                          [Signature Page(s) to Follow]

                                       6
<PAGE>


                IN WITNESS  WHEREOF,  the Company has caused this  Warrant to be
executed by its duly authorized officer.

                                         PROVECTUS PHARMACEUTICALS, INC.

                                         By: /s/ Timothy C. Scott
                                         Name: Timothy C. Scott
                                         Title: President

                                       7
<PAGE>


                                    Exhibit I

                               EXERCISE AGREEMENT
                               ------------------

To:      Provectus Pharmaceuticals, Inc.

Gentlemen:

The undersigned  hereby elects to exercise its right under the attached  Warrant
by purchasing  226,460 shares of the Common Stock of Provectus  Pharmaceuticals,
Inc., and hereby irrevocably subscribes to such issue. The certificates for such
shares shall be issued in the name of:

Gryffindor Capital Partners I, LLC
----------------------------------
(Name)

150 North Wacker Drive, Suite 800, Chicago, IL 60606
----------------------------------------------------
(Address)

36-4370894
-----------------
(Taxpayer Number)

and delivered to:

Scott A. Drane, Esq., Drane & Freyer
------------------------------------
(Name)

150 North Wacker Drive, Suite 800, Chicago, IL 60606
----------------------------------------------------
(Address)

The exercise price of $226.46 is enclosed.

Date: November 26, 2002
      -----------------

Signed:  Gryffindor Capital Partners I, LLC
                  (Name of Holder, Please Print)
                  150 North Wacker Drive, Suite 800, Chicago, IL 60606
                  (Address)
                  /s/ Stuart Fuchs
                  (Signature)       Stuart Fuchs
                                    Managing Principal


                                  8
<PAGE>



                                                                     Exhibit 4.4



THE  SECURITIES  EVIDENCED BY THIS  CERTIFICATE  HAVE BEEN TAKEN FOR  INVESTMENT
PURPOSES,  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"),  OR UNDER ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD,
TRANSFERRED,  ASSIGNED,  PLEDGED,  HYPOTHECATED OR OTHERWISE  DISPOSED OF IN THE
ABSENCE OF SUCH  REGISTRATION OR AN EXEMPTION  THEREFROM UNDER THE ACT, PROVIDED
THAT THE HOLDER HAS DELIVERED AN OPINION OF COUNSEL,  REASONABLY SATISFACTORY TO
THE  ISSUER  OF  THE  SECURITIES   EVIDENCED  BY  THIS   CERTIFICATE  THAT  SUCH
REGISTRATION  IS NOT  REQUIRED.  ANY  SUCH  TRANSFER  MAY  ALSO  BE  SUBJECT  TO
APPLICABLE STATE SECURITIES LAWS.


                          COMMON STOCK PURCHASE WARRANT
                          -----------------------------

                                   TO PURCHASE
                        226,459 SHARES OF COMMON STOCK OF
                         PROVECTUS PHARMACEUTICALS, INC.
                       TRANSFER RESTRICTED - SEE SECTION 8

     This certifies that on November 26, 2002, for value received, STUART FUCHS,
an  individual,  and  his  permitted  assigns  (collectively,   the  "Registered
Holder"), is entitled to purchase from PROVECTUS PHARMACEUTICALS, INC., a Nevada
corporation (the "Company"),  subject to the terms and conditions hereof, at any
time on or after the date hereof,  and before the Expiration Date, 226,459 fully
paid and  non-assessable  shares of Common  Stock (as  defined  herein),  at the
Exercise  Price (as  defined  herein).  This  Warrant is issued  pursuant to the
Convertible  Secured Promissory Note and Warrant Purchase Agreement of even date
herewith,  between  the  Company  and the  Lender set forth  therein  ("Purchase
Agreement").  Capitalized  terms not  otherwise  defined  herein  shall have the
meanings set forth in the Purchase Agreement.

     This Warrant is subject to the following provisions:

     1.  Definitions.  As used in this  Warrant,  the  following  terms have the
meanings set forth below:

         "Business  Day" means any day on which banks in Chicago,  Illinois  are
open for business.

         "Common  Stock"  means the  Company's  Common  Stock as  defined in the
Purchase Agreement.

         "Date of  Issuance"  means  the  date  hereof.  The  date  the  Company
initially  issues this  Warrant  will be deemed to be the "Date of  Issuance" of
this Warrant regardless of the number of times new certificates representing the
unexpired  and  unexercised  rights  formerly  represented  by this  Warrant are
issued.

         "Exercise Price" means $.001 per share.

<PAGE>

         "Expiration Date" means 5:00 P.M.,  Chicago,  Illinois time on the five
(5) year  anniversary of the Date of Issuance (or, if such day is not a Business
Day,  at or before  5:00 P.M.,  Chicago  Illinois  time,  on the next  following
Business Day).

         "Person" means an individual, a partnership,  a corporation, a trust, a
joint venture, an unincorporated organization and a government or any department
or agency thereof.

         "Warrant" means this Warrant and all stock purchase  warrants issued in
exchange therefor pursuant to the terms thereof.

         "Warrant  Stock" means shares of the Company's  authorized but unissued
Common Stock issuable upon exercise of this Warrant; provided that if there is a
change such that the securities issuable upon exercise of the Warrant are issued
by an  entity  other  than the  Company  or there  is a change  in the  class of
securities so issuable, then the term "Warrant Stock" will mean one share of the
security  issuable  upon exercise of the Warrant if such security is issuable in
shares,  or will mean the  smallest  unit in which such  security is issuable if
such security is not issuable in shares.

     2. Exercise of Warrant.

         2.1 Exercise Period; Cancellation of Warrant. The Registered Holder may
exercise the purchase  rights  represented by this Warrant,  in whole or in part
(but not as to a fractional share of Warrant Stock),  at any time, and from time
to time,  from and after the Date of Issuance and prior to the  Expiration  Date
(the "Exercise Period").

         2.2 Exercise Procedure.

             (a) This Warrant will be deemed to have been exercised at such time
as the Company has received all of the following items (the "Exercise Date"):

             (i) a completed  Exercise  Agreement,  as  described in Section 2.3
below,  executed by the Registered Holder exercising all or part of the purchase
rights represented by this Warrant (the "Purchaser");

             (ii) this Warrant, or if the original Warrant is lost, mutilated or
destroyed, a certified copy of this Warrant;

             (iii)  if  this  Warrant  is  not  registered  in the  name  of the
Purchaser,  an  Assignment  or  Assignments  in the form set forth in Exhibit II
hereto,  evidencing the  assignment of this Warrant to the  Purchaser,  in which
case the Registered  Holder shall have complied with the provisions set forth in
Section 8 hereof; and

             (iv) a check  payable  to the  Company  in an  amount  equal to the
number of shares of Warrant Stock to be issued multiplied by the Exercise Price.

             (b)  Certificates  for  shares  of  Warrant  Stock  purchased  upon
exercise of this  Warrant  will be  delivered  by the  Company to the  Purchaser
within five (5) Business Days after the Exercise  Date.  Unless this Warrant has
expired or all of the purchase  rights  represented  hereby have been exercised,
the  Company  will  prepare  a  new  Warrant,  substantially  identical  hereto,
representing  the rights  formerly  represented  by this Warrant  which have not
expired or been exercised.  The Company will,  within such five (5) Business Day
period,  deliver  such new  Warrant  to the  Registered  Holder  designated  for
delivery in the Exercise Agreement.

                                       2
<PAGE>

             (c) The Warrant  Stock  issuable  upon the exercise of this Warrant
will be deemed to have been issued to the  Purchaser on the Exercise  Date,  and
the  Purchaser  will be deemed for all purposes to have become the record holder
of such Warrant Stock on the Exercise Date.

             (d) The issuance of  certificates  for shares of Warrant Stock upon
exercise of this Warrant will be made without charge to the Registered Holder or
the Purchaser for any issuance tax in respect thereof or any other cost incurred
by the Company in  connection  with such  exercise  and the related  issuance of
shares of Warrant Stock.

             (e) The Company  will not close its books for the  transfer of this
Warrant or of any share of Warrant Stock issued or issuable upon the exercise of
this Warrant in any manner  which  interferes  with the timely  exercise of this
Warrant.

             (f)  Notwithstanding  any other provision hereof, if an exercise of
any portion of this Warrant is to be made in connection  with a public  offering
or sale of the Company,  the exercise of any portion of this Warrant may, at the
election of the holder  hereof,  be  conditioned  upon the  consummation  of the
public  offering or sale of the Company in which case such exercise shall not be
deemed to be effective until the consummation of such transaction.

         2.3 Exercise Agreement. The Exercise Agreement will be substantially in
the form set forth in  Exhibit I hereto,  except  that if the  shares of Warrant
Stock are not to be issued in the name of the Registered Holder of this Warrant,
the  Exercise  Agreement  also  will  state  the name of the  Person to whom the
certificates for the shares of Warrant Stock are to be issued, and if the number
of shares of  Warrant  Stock to be issued  does not  include  all the  shares of
Warrant Stock purchasable  hereunder,  it also will state the name of the Person
to whom a new Warrant for the unexercised  portion of the rights hereunder is to
be delivered.

         2.4 Fractional  Shares.  If a fractional  share of Warrant Stock would,
but for the  provisions  of this Section 2.4, be issuable  upon  exercise of the
rights represented by this Warrant,  the Company shall, within five (5) business
days after the Exercise  Date,  deliver to the  Purchaser a check payable to the
Purchaser in lieu of such fractional  share in an amount equal to the difference
between the market price (as determined in good faith by the Company's  Board of
Directors)  of  such   fractional   share  as  of  the  Exercise  Date  and  the
proportionate Exercise Price of such fractional share.

     3. Effect of  Reorganization,  Reclassification,  Consolidation,  Merger or
Sale.  If at any time  while  this  Warrant is  outstanding  there  shall be any
reorganization  or  reclassification  of the capital stock of the Company or any
consolidation  or merger of the Company with another  corporation  (other than a
consolidation  or merger in which the Company is the surviving  entity and which
does  not  result  in any  change  in the  Common  Stock),  or any sale or other
disposition  by the  Company  of all or  substantially  all of its assets to any
other corporation,  the holder of this Warrant shall thereafter upon exercise of
this  Warrant  be  entitled  to  receive  the number of shares of stock or other
securities or property of the Company, or of the successor corporation resulting
from such  consolidation  or  merger,  as the case may be, to which the  Warrant
Stock (and any other  securities and property) of the Company,  deliverable upon
the exercise of this Warrant, would have been entitled upon such reorganization,
reclassification  of  capital  stock,  consolidation,   merger,  sale  or  other
disposition  if this  Warrant  had  been  exercised  immediately  prior  to such
reorganization,  reclassification of capital stock, consolidation,  merger, sale
or other disposition. In any such case, appropriate adjustment (as determined in

                                       4
<PAGE>

good  faith  by the  Board of  Directors  of the  Company)  shall be made in the
application  of the  provisions  set forth in this  Warrant  with respect to the
rights and  interests  thereafter  of the holder of this Warrant to the end that
the  provisions  set  forth  in  this  Warrant   (including  those  relating  to
adjustments of the number of shares  issuable upon the exercise of this Warrant)
shall thereafter be applicable, as near as reasonably may be, in relation to any
shares or other property  thereafter  deliverable upon the exercise hereof as if
this  Warrant  had been  exercised  immediately  prior  to such  reorganization,
reclassification  of  capital  stock,  consolidation,   merger,  sale  or  other
disposition  and the holder  hereof had carried out the terms of the exchange as
provided  for  by  such  reorganization,   reclassification  of  capital  stock,
consolidation or merger.  The Company shall not effect any such  reorganization,
consolidation or merger unless, upon or prior to the consummation  thereof,  the
successor  corporation  shall assume by written  instrument  the  obligation  to
deliver to the holder hereof such shares of stock, securities,  cash or property
as such holder shall be entitled to purchase in  accordance  with the  foregoing
provisions.  Notwithstanding  any other provisions of this Warrant, in the event
of sale or other  disposition of all or  substantially  all of the assets of the
Company  as a part of a plan for  liquidation  of the  Company,  all  rights  to
exercise the Warrant  shall  terminate  sixty (60) days after the Company  gives
written notice to the Registered  Holder of this Warrant that such sale or other
disposition has been consummated.

     4. Effect of a Stock  Dividends,  Splits,  Etc. If the Company shall at any
time after the Date of Issuance fix a record date for the subdivision,  split-up
or stock  dividend of shares of its Common Stock,  then,  concurrently  with the
effectiveness of such subdivision, split-up or dividend, the number of shares of
Common  Stock  issuable  on  exercise  of this  Warrant  shall be  increased  in
proportion to such increase in outstanding shares of Common Stock.

     5. Prior Notice as to Certain Events. In case at any time:

         (a) the Company shall offer for subscription pro rata to the holders of
its  Common  Stock  any  additional  shares  of stock of any  class or any other
rights; or

         (b)  there  shall  be any  reorganization  or  reclassification  of the
capital  stock of the Company,  or  consolidation  or merger of the Company with
another  corporation or a sale or disposition  of all or  substantially  all its
assets; or

         (c) there shall be a voluntary or involuntary dissolution,  liquidation
or winding up of the Company;

then, in each of said cases,  the Company shall give prior  written  notice,  by
first class mail,  postage prepaid,  addressed to the Registered  Holder of this
Warrant at the address of such holder as shown on the books of the  Company,  of
the date on which (i) the books of the Company  shall close or a record shall be
taken for such stock dividend,  distribution or subscription rights or (ii) such
reorganization,  reclassification,  consolidation,  merger,  sale,  dissolution,
liquidation or winding up shall take place, as the case may be. Such notice also
shall  specify  the date as of which the  holders of the Common  Stock of record
shall participate in said stock dividend, distribution or subscription rights or
shall be  entitled  to  exchange  their  Common  Stock for  securities  or other
property deliverable upon such reorganization, reclassification,  consolidation,
merger, sale,  dissolution,  liquidation or winding up, as the case may be. Such
written  notice  shall be given at least  ten (10) days  prior to the  action in
question and not less than ten (10) days prior to the record date or the date on
which the Company's transfer books are closed in respect thereto.

                                       4
<PAGE>

     6.  Reservation  of Common  Stock.  The Company will at all times after the
Date of Issuance  reserve and keep  available  for issuance upon the exercise of
Warrants such number of authorized  and unissued  shares of Common Stock as will
be  sufficient  to permit the  conversion  of the Warrant  Stock,  and upon such
issuance  such  shares of Common  Stock will be validly  issued,  fully paid and
nonassessable,  and free from all liens and charges with respect to the issuance
thereof.

     7. No Voting  Rights;  Limitations  of  Liability.  This  Warrant  will not
entitle the holder  hereof to any voting rights or other rights as a stockholder
of the  Company.  No provision of this  Warrant,  in the absence of  affirmative
action by the Registered Holder to purchase Warrant Stock, and no enumeration in
this Warrant of the rights or privileges  of the  Registered  Holder,  will give
rise to any  liability  of such  Registered  Holder  for the  Exercise  Price of
Warrant Stock acquirable by exercise hereof or as a stockholder of the Company.

     8. Restrictions on Transfer.

         (a) Subject to the transfer  conditions  referred to in  paragraph  (b)
below,  this Warrant and the rights hereunder are  transferable,  in whole or in
part, by the  Registered  Holder to any Person  without charge to the Registered
Holder,  upon surrender of this Warrant with a properly executed  Assignment (in
the form of Exhibit II hereto) at the principal office of the Company. Each such
transferee shall become a "Registered Holder" for purposes of this Warrant.

         (b) Each  Registered  Holder  of this  Warrant  acknowledges  that this
Warrant has not been  registered  under the  Securities  Act of 1933, as amended
(the  "Act"),  and  agrees  not to sell,  pledge,  distribute,  offer  for sale,
transfer or otherwise  dispose of this Warrant or any Warrant  Stock issued upon
its  exercise in the absence of (i) an  effective  registration  statement as to
this Warrant or such Warrant Stock under the Act (or any similar statute then in
effect),  or (ii) an opinion of counsel  for the Company to the effect that such
registration is not, under the circumstances, required.

     9.  Warrant  Exchangeable  for  Different  Denominations.  This  Warrant is
exchangeable,  upon  the  surrender  hereof  by  the  Registered  Holder  at the
principal office of the Company,  for new Warrants of like tenor representing in
the aggregate the purchase rights hereunder,  and each of such new Warrants will
represent such portion of such rights as is designated by the Registered  Holder
at the time of such surrender.

     10. Miscellaneous.

         10.1 Amendment and Waiver. The terms and provisions of this Warrant may
be amended,  modified or waived only with the written consent of the Company and
the Registered Holder.

         10.2 Notices.  Any notices  required to be sent to a Registered  Holder
will be delivered to the address of such Registered Holder shown on the books of
the Company.  All notices referred to herein will be delivered in person or sent
by first class mail, postage prepaid, and will be deemed to have been given when
so delivered or sent.

         10.3 Descriptive  Headings.  The descriptive headings of the paragraphs
of this Warrant are inserted for  convenience  only and do not constitute a part
of this Warrant.

         10.4 Governing Law. The  construction,  validity and  interpretation of
this Warrant will be governed by the laws of the State of Nevada.

                                       5
<PAGE>

         10.5 Remedies.  The Company  stipulates that the remedies at law of the
holder of this Warrant in the event of any default or threatened  default by the
Company  in the  performance  of or  compliance  with  any of the  terms of this
Warrant  are  not  and  will  not  be  adequate,  and  that  such  terms  may be
specifically  enforced by a decree for the specific performance of any agreement
contained  herein or by an  injunction  against a violation  of any of the terms
hereof or otherwise.

                          [Signature Page(s) to Follow]

                                       6

<PAGE>


     IN WITNESS  WHEREOF,  the Company has caused this Warrant to be executed by
its duly authorized officer.

                                        PROVECTUS PHARMACEUTICALS, INC.

                                        By:/s/ Timothy C. Scott
                                        -----------------------
                                        Name: Timothy C. Scott
                                        Title: President


<PAGE>


                                    Exhibit I

                               EXERCISE AGREEMENT
                               ------------------

To:      Provectus Pharmaceuticals, Inc.

Gentlemen:

The undersigned  hereby elects to exercise its right under the attached  Warrant
by purchasing  226,459 shares of the Common Stock of Provectus  Pharmaceuticals,
Inc., and hereby irrevocably subscribes to such issue. The certificates for such
shares shall be issued in the name of:

SFF Limited Partnership
-----------------------
(Name)

69 Macarthur Loop, Highland Park, IL 60035
------------------------------------------
(Address)

36-4328670
-----------------
(Taxpayer Number)

and delivered to:

Stuart Fuchs
------------
(Name)

69 Macarthur Loop, Highland Park, IL 60035
------------------------------------------
(Address)

The exercise price of $226.46 is enclosed.

Date:  November 26, 2002

Signed:  Stuart Fuchs
         ---------------------------------------------------
                  (Name of Holder, Please Print)
                  69 Macarthur Loop, Highland Park, IL 60035
                  ------------------------------------------
                  (Address)
                  /s/ Stuart Fuchs
                  ------------------------------------------
                  (Signature)



                                       8

<PAGE>




                                                                     Exhibit 4.5



                             STOCK PLEDGE AGREEMENT
                             ----------------------


     STOCK PLEDGE  AGREEMENT,  dated as of November 26, 2002,  between PROVECTUS
PHARMACEUTICALS, INC. (the "Pledgor"), and GRYFFINDOR CAPITAL PARTNERS I, L.L.C.
("Lender").


                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS,  Pledgor is the record and  beneficial  owner of all of the issued
and outstanding shares of stock of Xantech Pharmaceuticals, Inc. ("Xantech") and
the other stock described in Schedule I hereto (the "Pledged  Shares") issued by
the corporations named therein; and

     WHEREAS,  Pledgor has entered into a Senior Secured Convertible Note, dated
as of even date herewith (as at any time amended, modified or supplemented,  the
"Note")  with  Lender  pursuant  to which  Lender  has  agreed to make a loan to
Pledgor (the  "Loan"),  the proceeds of which are to be used as set forth in the
Note; and

     WHEREAS, in connection with the making of the Loan as evidenced by the Note
and as security for all of the Obligations of Pledgor under the Note, the Lender
is requiring  that Pledgor shall have  executed and delivered  this Stock Pledge
Agreement and granted the security interest contemplated hereby;

     NOW,  THEREFORE,  in  consideration  of  the  premises  and  the  covenants
hereinafter  contained  and to induce  Lender to make the Loan  evidenced by the
Note, it is agreed as follows:

     1. Definitions.  Unless otherwise defined herein, terms defined in the Note
are used  herein as  therein  defined,  and the  following  shall  have  (unless
otherwise  provided  elsewhere in this Stock  Pledge  Agreement)  the  following
respective meanings (such meanings being equally applicable to both the singular
and plural form of the terms defined):

     "Act" shall have the meaning assigned to such term in Section 8(d) hereof.

     "Agreement"  shall  mean  this  Stock  Pledge   Agreement,   including  all
amendments,  modifications  and supplements and any exhibits or schedules to any
of the foregoing,  and shall refer to the Agreement as the same may be in effect
at the time such reference becomes operative.

     "Default"  shall  mean an  Event of  Default  under  the Note or any  other
Transaction Document.

     "Pledged  Collateral"  shall  have the  meaning  assigned  to such  term in
Section 2 hereof.

<PAGE>

     "Pledged  Shares" shall have the meaning assigned to such term in the first
"Whereas" clause hereof.

     "Secured  Obligations"  shall  have the  meaning  assigned  to such term in
Section 3 hereof.

     "Stock" shall mean all shares, options, interests,  participations or other
equivalents  (howsoever  designated) of or in a  corporation,  whether voting or
non-voting,  including without  limitation,  common stock,  warrants,  preferred
stock,  convertible  debentures and all  agreements,  instruments  and documents
convertible, in whole or in part, into any one or more or all of the foregoing.

     "Subsidiaries"   means  with  respect  to  any  Person,   any   corporation
association  or other entity of which  securities  or other  ownership  interest
representing more than twenty percent (20%) of the ordinary voting power are, at
the time as of which any  determination  is being made,  owned or  controlled by
such Person or one or more Subsidiaries of such Person or by such person and one
or more Subsidiaries of such Person.

     2. Pledge.  Pledgor  hereby  pledges and grants to Lender a first  priority
security interest in all of the following (the "Pledged Collateral"),  except as
otherwise provided in Section 7(b):

         (a) the Pledged Shares and the  certificates  representing  the Pledged
Shares, and all dividends,  cash instruments and other property or proceeds from
time to time received,  receivable or otherwise  distributed in respect of or in
exchange for any or all of the Pledged Shares;

         (b) all additional  shares of stock of any issuer of the Pledged Shares
from time to time  acquired  by  Pledgor in any manner  (which  shares  shall be
deemed to be part of the Pledged Shares) and the certificates  representing such
shares, and all dividends, cash, instruments and other property or proceeds from
time to time received,  receivable or otherwise  distributed in respect of or in
exchange for any or all of such shares; and

         (c) all shares of any  Person  who,  after the date of this  Agreement,
becomes,  as a result of any occurrence,  a directly owned Subsidiary of Pledgor
(which  shares  shall  be  deemed  to be part  of the  Pledged  Shares)  and the
certificates representing such shares, and all dividends,  cash, instruments and
other property or proceeds from time to time  received,  receivable or otherwise
distributed in respect of or in exchange for any or all of such shares.

     3.  Security  for  Obligations.  This  Agreement  secures,  and the Pledged
Collateral  is security  for,  the prompt  payment in full when due,  whether at
stated  maturity,   by  acceleration  or  otherwise,   and  performance  of  the
Obligations, whether for principal, premium, interest, fees, costs and expenses,
and all  obligations  of Pledgor now or hereafter  existing under this Agreement
and under the Note (collectively, the "Secured Obligations").

                                       2
<PAGE>

     4.  Delivery  of  Pledged  Collateral.  All  certificates  representing  or
evidencing  the Pledged Shares shall be delivered to and held by or on behalf of
Lender pursuant hereto and shall be accompanied by duly executed  instruments of
transfer or  assignment  in blank,  all in form and  substance  satisfactory  to
Lender. Subject to Section 7 hereof, Lender shall have the right, at any time in
its discretion and without notice to the Pledgor,  to transfer to or to register
in the name of Lender or any of its nominees  any or all of the Pledged  Shares.
In addition,  also  subject to Section 7 hereof,  Lender shall have the right at
any time to exchange  certificates  or  instruments  representing  or evidencing
Pledged   Shares  for   certificates   or   instruments  of  smaller  or  larger
denominations.

     5.  Representations  and  Warranties.  Pledgor  represents  and warrants to
Lender that:

         (a) Pledgor  is, and at the time of  delivery of the Pledged  Shares to
Lender  pursuant  to Section 4 hereof will be, the sole holder of record and the
sole  beneficial  owner of the Pledged  Collateral  pledged by Pledgor  free and
clear of any lien thereon or  affecting  the title  thereto  except for the lien
created by this Agreement.

         (b) All of the Pledged Shares have been duly authorized, validly issued
and are fully paid and non-assessable.

         (c) Pledgor has the right and requisite  corporate authority to pledge,
assign,  transfer,  deliver, deposit and set over the Pledged Collateral pledged
by Pledgor to Lender as provided herein.

         (d) None of the  Pledged  Shares  has been  issued  or  transferred  in
violation of the securities registration,  securities disclosure or similar laws
of any jurisdiction to which such issuance or transfer may be subject.

         (e) The  authorized  Stock of each of the issuers  listed on Schedule I
hereto consists of the number of shares of common and preferred stock,  with the
number of shares  issued  and  outstanding,  that are  described  in  Schedule I
hereto. As of the date hereof, there are no existing options, warrants, calls or
commitments  of any  character  whatsoever  relating to any Stock of any of such
issuers.

         (f) No consent,  approval,  authorization  or other order of any Person
and no consent, authorization, approval, or other action by, and no notice to or
filing with, any  governmental  authority or regulatory  body is required either
(i) for the  pledge  by  Pledgor  of the  Pledged  Collateral  pursuant  to this
Agreement or for the  execution,  delivery or  performance  of this Agreement by
Pledgor  or (ii) for the  exercise  by  Lender  of the  voting  or other  rights
provided  for in this  Agreement  or the  remedies  in  respect  of the  Pledged
Collateral  pursuant to this Agreement,  except as may be required in connection
with such  disposition  by laws  affecting  the offering and sale of  securities
generally.

                                       3
<PAGE>

         (g) The pledge,  assignment  and  delivery  of the  Pledged  Collateral
pursuant to this  Agreement  will create a valid  first  priority  lien on and a
first priority  perfected security interest in the Pledged Collateral pledged by
Pledgor,  and  the  proceeds  thereof,  securing  the  payment  of  the  Secured
Obligations.

         (h) This Agreement has been duly authorized,  executed and delivered by
Pledgor  and  constitutes  a legal,  valid and  binding  obligation  of  Pledgor
enforceable in accordance with its terms.

         (i) The Pledged  Shares  constitute  one hundred  percent (100%) of the
issued and outstanding shares of Stock of the issuers thereof.

     The  representations  and  warranties  set  forth in this  Section  5 shall
survive the execution and delivery of this Agreement.

     6. Covenants. Pledgor covenants and agrees that until the Obligations under
the Note have been repaid in full or Lender has  otherwise  converted all of the
outstanding  Obligations  thereunder  in  accordance  with the  terms  set forth
therein:

         (a) Without the prior written consent of Lender, Pledgor will not sell,
assign,  transfer,  pledge, or otherwise encumber any of its rights in or to the
Pledged  Collateral  pledged  by  Pledgor  or  any  unpaid  dividends  or  other
distributions  or payments  with respect  thereto or grant a lien in any therein
except as otherwise permitted by the Note.

         (b) Pledgor will, at its expense,  promptly  execute,  acknowledge  and
deliver  all such  instruments  and take all such  action as Lender from time to
time may  request in order to ensure to Lender the  benefits of the liens in and
to the Pledged Collateral intended to be created by this Agreement.

         (c) Pledgor has and will defend the title to the Pledged Collateral and
the liens of Lender  thereon  against the claim of any Person and will  maintain
and preserve such liens.

         (d)  Pledgor  will,  upon  obtaining  any  additional   shares  of  any
Subsidiaries  or of any new indirectly  owned  Subsidiary,  which shares are not
already Pledged Collateral, promptly (and in any event within three (3) Business
Days)  deliver  to Lender a Pledge  Amendment,  duly  executed  by  Pledgor,  in
substantially the form of Schedule II hereto (a "Pledge Amendment"),  in respect
of the  additional  Pledged  Shares  which are to be  pledged  pursuant  to this
Agreement. Pledgor hereby authorizes Lender to attach each such Pledge Amendment
to this  Agreement  and  agrees  that all  Pledged  Shares  listed on any Pledge
Amendment  delivered to Lender shall for all  purposes  hereunder be  considered
Pledged Collateral.

     7.  Pledgors'  Rights.  As long as no Default  shall have  occurred  and be
continuing and until written notice shall be given to Pledgor in accordance with
Section 8(a) hereof:

                                       4
<PAGE>

         (a) Pledgor  shall have the right,  from time to time, to vote and give
consents  with  respect to the Pledged  Collateral  or any part  thereof for all
purposes not inconsistent  with the provisions of this Agreement,  the Note, and
any other agreement  except as otherwise  provided in the Purchase  Agreement of
any of the other  Transaction  Documents  (defined in the  Purchase  Agreement);
provided,  however, that no vote shall be cast, and no consent shall be given or
action taken,  which would have the effect of impairing the position or interest
of Lender in respect of the  Pledged  Collateral  or which  would  authorize  or
effect (i) the  dissolution or  liquidation,  in whole or in part, of any of its
Subsidiaries, (ii) the consolidation or merger of Xantech with any other Person,
(iii) the sale,  disposition or encumbrance of all or  substantially  all of the
assets of any of its  Subsidiaries,  (iv) any change in the authorized number of
shares,  the  stated  capital  or the  authorized  share  capital  of any of its
Subsidiaries  or the issuance of any additional  shares of its Stock, or (v) the
alteration  of  the  voting  rights  with  respect  to the  Stock  of any of its
Subsidiaries;

         (b) (i)) Pledgor  shall be entitled,  from time to time, to collect and
receive for its own use all cash dividends paid in respect of the Pledged Shares
to the extent not in violation of the Note other than any and all (A)  dividends
paid or  payable  other than in cash in respect  of, and  instruments  and other
property  received,  receivable  or otherwise  distributed  in respect of, or in
exchange for, any Pledged Collateral, (B) dividends and other distributions paid
or payable in cash in respect of any Pledged  Collateral  in  connection  with a
partial or total  liquidation  or  dissolution,  and (C) cash  paid,  payable or
otherwise  distributed  in  redemption  of,  or in  exchange  for,  any  Pledged
Collateral;  provided,  however,  that  until  actually  paid all rights to such
dividends shall remain subject to the lien created by this  Agreement;  and (ii)
all  dividends  (other than such cash  dividends as are  permitted to be paid to
Pledgor in  accordance  with  clause (i) above) and all other  distributions  in
respect of any of the Pledged Shares of Pledgor, whenever paid or made, shall be
delivered  to Lender to hold as Pledged  Collateral  and shall,  if  received by
Pledgor,  be received in trust for the benefit of Lender, be segregated from the
other  property or funds of Pledgor,  and be  forthwith  delivered  to Lender as
Pledged  Collateral  in  the  same  form  as so  received  (with  any  necessary
endorsement).

     8. Defaults and Remedies.

         (a) Upon the occurrence of a Default and during the  continuation  of a
Default  (provided  that such  Default is not waived by  Lender)  and  following
written  notice to Pledgor,  Lender  (personally  or through an agent) is hereby
authorized and empowered, to transfer and register in its name or in the name of
its  nominee the whole or any part of the Pledged  Collateral,  to exercise  the
voting rights with respect  thereto,  to collect and receive all cash  dividends
and other  distributions  made  thereon,  to sell in one or more sales after ten
(10) days'  notice of the time and place of any public sale or of the time after
which  a  private  sale  is to  take  place  (which  notice  Pledgor  agrees  is
commercially reasonable), but without any previous notice or advertisement,  the
whole or any part of the Pledged Collateral and to otherwise act with respect to
the Pledged Collateral as though Lender was the outright owner thereof,  Pledgor
hereby  irrevocably   constituting  and  appointing  Lender  as  the  proxy  and

                                       6
<PAGE>


attorney-in-fact of Pledgor, with full power of substitution to do so; provided,
however,  Lender  shall  not  have  any duty to  exercise  any such  right or to
preserve  the same and shall not be liable  for any  failure to do so or for any
delay in doing  so.  Any sale  shall  be made at a  public  or  private  sale at
Lender's place of business, or at any public building in Chicago or elsewhere to
be named in the  notice of sale,  either  for cash or upon  credit or for future
delivery at such price as Lender may deem fair,  and Lender may be the purchaser
of the  whole or any part of the  Pledged  Collateral  so sold and hold the same
thereafter  in its own right free from any claim of such Pledgor or any right of
redemption.  Each sale shall be made to the highest bidder,  but Lender reserves
the right to reject any and all bids at such sale which, in its  discretion,  it
shall  deem  inadequate.  Demands of  performance,  except as  otherwise  herein
specifically  provided for, notices of sale,  advertisements and the presence of
property at sale are hereby waived and any sale hereunder may be conducted by an
auctioneer or any officer or agent of Lender.

         (b) If, at the  original  time or times  appointed  for the sale of the
whole or any part of the Pledged  Collateral,  the highest  bid, if there be but
one sale, shall be inadequate to discharge in full all the Secured  Obligations,
or if the  Pledged  Collateral  be offered  for sale in lots,  if at any of such
sales, the highest bid for the lot offered for sale would indicate to Lender, in
its  discretion,  the  unlikelihood of the proceeds of the sales of the whole of
the  Pledged   Collateral   being   sufficient  to  discharge  all  the  Secured
Obligations,  Lender  may,  on  one or  more  occasions  and in its  discretion,
postpone  any of said  sales by public  announcement  at the time of sale or the
time of previous  postponement of sale, and no other notice of such postponement
or  postponements  of sale need be given,  any other notice being hereby waived;
provided,  however, that any sale or sales made after such postponement shall be
after ten (10) days' notice to Pledgor.

         (c) In the event of any sales hereunder,  Lender shall, after deducting
all costs or expenses of every kind  (including  reasonable  attorneys' fees and
disbursements) for care, safekeeping,  collection,  sale, delivery or otherwise,
apply the  residue of the  proceeds  of the sales to the  payment or  reduction,
either in whole or in part, of the Secured  Obligations  in accordance  with the
agreements and  instruments  governing and  evidencing the Secured  Obligations,
returning the surplus, if any, to Pledgor.

         (d) If, at any time when Lender shall  determine to exercise its rights
to sell the whole or any part of the Pledged Collateral hereunder,  such Pledged
Collateral or the part thereof to be sold shall not, for any reason  whatsoever,
be effectively  registered  under the Securities Act of 1933, as amended (or any
similar  statute  then in effect)  (the  "Act"),  Lender may, in its  discretion
(subject only to applicable  requirements of law), sell such Pledged  Collateral
or part thereof by private sale in such manner and under such  circumstances  as
Lender may deem necessary or advisable, but subject to the other requirements of
this  Section 8, and shall not be  required to effect  such  registration  or to
cause the same to be effected. Without limiting the generality of the foregoing,
in any  such  event  Lender  in its  discretion  (i)  may,  in  accordance  with
applicable  securities laws,  proceed to make such private sale  notwithstanding
that a  registration  statement  for the  purpose of  registering  such  Pledged
Collateral  or part thereof  could be or shall have been filed under the Act (or
similar  statute),  (ii) may  approach  and  negotiate  with a  single  possible
purchaser to effect such sale,  and (iii) may restrict  such sale to a purchaser
who will  represent  and agree that such  purchaser  is  purchasing  for its own
account,  for investment and not with a view to the distribution or sale of such
Pledged  Collateral or part  thereof.  In addition to a private sale as provided
above in this  Section 8, if any of the Pledged  Collateral  shall not be freely
distributable  to the  public  without  registration  under the Act (or  similar
statute)  at the time of any  proposed  sale  pursuant  to this  Section 8, then
Lender shall not be required to effect such registration or cause the same to be

                                       6
<PAGE>


effected but, in its  discretion  (subject only to  applicable  requirements  of
law),  may  require  that any sale  hereunder  (including  a sale at auction) be
conducted  subject to restrictions (iv) as to the financial  sophistication  and
ability of any Person  permitted to bid or purchase at any such sale,  (v) as to
the  content of  legends to be placed  upon any  certificates  representing  the
Pledged Collateral sold in such sale, including  restrictions on future transfer
thereof,  (vi) as to the  representations  required  to be  made by each  Person
bidding or purchasing at such sale relating to that Person's access to financial
information about Pledgor and such Person's  intentions as to the holding of the
Pledged Collateral so sold for investment,  for its own account,  and not with a
view of the distribution  thereof,  and (vii) as to such other matters as Lender
may, in its  discretion,  deem  necessary or appropriate in order that such sale
(notwithstanding  any failure so to register) may be effected in compliance with
the Code and other laws affecting the  enforcement of creditors'  rights and the
Act and all applicable state securities laws.

         (e) Pledgor acknowledges that notwithstanding the legal availability of
a  private  sale  or a sale  subject  to the  restrictions  described  above  in
paragraph (d), Lender may, in its  discretion,  elect to register any or all the
Pledged  Collateral  under the Act (or any applicable  state  securities law) in
accordance with its rights hereunder.  Pledgor, however,  recognizes that Lender
may be unable to effect a public sale of any or all the Pledged  Collateral  and
may be compelled to resort to one or more private  sales  thereof.  Pledgor also
acknowledges  any such  private sale  (conducted  in a  commercially  reasonable
manner for private sales) may result in prices and other terms less favorable to
the  seller  than if such sale  were a public  sale  and,  notwithstanding  such
circumstances,  agrees that any such  private  sale shall be deemed to have been
made in a commercially reasonable manner. Lender shall be under no obligation to
delay a sale of any of the Pledged  Collateral  for the period of time necessary
to permit the  registrant to register such  securities for public sale under the
Act, or under applicable state securities laws, even if Pledgor or issuer of the
Pledged Collateral would agree to do so.

         (f)  Pledgor  agrees  that  following  the  occurrence  and  during the
continuance  of a  Default  it will  not at any  time  plead,  claim or take the
benefit of any appraisal,  valuation, stay, extension,  moratorium or redemption
law now or  hereafter in force in order to prevent or delay the  enforcement  of
this  Agreement,  or the  absolute  sale of the whole or any part of the Pledged
Collateral or the possession thereof by any purchaser at any sale hereunder, and
Pledgor waives the benefit of all such laws to the extent it lawfully may do so.

                                       7
<PAGE>

Pledgor  agrees that it will not interfere  with any right,  power and remedy of
Lender provided for in this Agreement or now or hereafter  existing at law or in
equity or by statute or otherwise,  or the exercise or beginning of the exercise
by Lender of any one or more of such rights,  powers, or remedies. No failure or
delay on the part of Lender to exercise  any such right,  power or remedy and no
notice or  demand  which may be given to or made  upon  Pledgor  by Lender  with
respect to any such  remedies  shall  operate as a waiver  thereof,  or limit or
impair  Lender's  right to take any  action or to  exercise  any power or remedy
hereunder,  without notice or demand, or prejudice its rights as against Pledgor
in any respect.

         (g)  Pledgor  further  agrees  that a  breach  of any of the  covenants
contained in this Section 8 will cause irreparable injury to Lender, that Lender
has no adequate  remedy at law in respect of such breach and, as a  consequence,
agrees  that  each and  every  covenant  contained  in this  Section  8 shall be
specifically  enforceable against Pledgor,  and Pledgor hereby waives and agrees
not to assert any defenses  against an action for specific  performance  of such
covenants except for a defense that the Secured Obligations are not then due and
payable  in  accordance  with  the  agreements  and  instruments  governing  and
evidencing such obligations.

     9. Application of Proceeds.  Any cash held by Lender as Pledged  Collateral
and all cash proceeds received by Lender in respect of any sale of,  liquidation
of, or other realization upon all or any part of the Pledged Collateral shall be
applied by Lender as follows:

         (a)  First,  to the  payment  of the costs and  expenses  of such sale,
including reasonable  compensation to Lender and its agents and counsel, and all
expenses,  liabilities  and  advances  made or incurred by Lender in  connection
therewith;

         (b) Next, to the payment of the Secured Obligations; and

         (c) Finally,  after payment in full of all Secured Obligations,  to the
payment to Pledgor,  or its  successors  or  assigns,  or to  whomsoever  may be
lawfully  entitled to receive the same or as a court of  competent  jurisdiction
may direct, of any surplus then remaining from such proceeds.

     10.  Waiver.  No delay on Lender's  part in  exercising  any power of sale,
lien,  option or other  right  hereunder,  and no notice or demand  which may be
given to or made upon Pledgor by Lender with respect to any power of sale, lien,
option or other right hereunder,  shall constitute a waiver thereof, or limit or
impair Lender's right to take any action or to exercise any power of sale, lien,
option,  or any other right  hereunder,  without notice or demand,  or prejudice
Lender's rights as against Pledgor in any respect.

     11.  Assignment.  Lender may  assign,  indorse or transfer  any  instrument
evidencing  all or any part of the Secured  Obligations  as provided  in, and in

                                       8
<PAGE>


accordance  with, the Note, and the holder of such instrument  shall be entitled
to the benefits of this Agreement.

     12.  Termination.   Immediately   following  the  payment  of  all  Secured
Obligations,  Lender shall deliver to Pledgor the Pledged  Collateral pledged by
Pledgor at the time subject to this Agreement and all  instruments of assignment
executed in connection  therewith,  free and clear of the liens hereof,  and any
assignment  required to be executed  by Lender to effect  such  redelivery  and,
except as otherwise  provided  herein,  all of Pledgor's  obligations  hereunder
shall at such time terminate.

     13. Lien Absolute.  All rights of Lender hereunder,  and all obligations of
Pledgor hereunder, shall be absolute and unconditional irrespective of:

         (a) any lack of validity or  enforceability  of the Note,  any Security
Document or any other  agreement  or  instrument  governing  or  evidencing  any
Secured Obligations;

         (b) any change in the time,  manner or place of  payment  of, or in any
other  term  of,  all or any  part  of the  Secured  Obligations,  or any  other
amendment  or waiver  of or any  consent  to any  departure  from the Note,  any
Transaction   Document  or  any  other  agreement  or  instrument  governing  or
evidencing any Secured Obligations;

         (c) any exchange, release or non-perfection of any other collateral, or
any release or amendment or waiver of or consent to departure from any guaranty,
for all or any of the Secured Obligations; or

         (d) any other circumstance  which might otherwise  constitute a defense
available to, or a discharge of, Pledgor.

     14.  Release.  Pledgor  consents and agrees that Lender may at any time, or
from time to time, in its discretion  exchange,  release and/or surrender all or
any of the Pledged  Collateral,  or any part thereof,  by whomsoever  deposited,
which is now or may hereafter be held by Lender in connection with all or any of
the  Secured  Obligations;  all in such manner and upon such terms as Lender may
deem proper,  and without  notice to or further  assent from  Pledgor,  it being
hereby  agreed  that  Pledgor  shall be and remain  bound  upon this  Agreement,
irrespective  of the  existence,  value  or  condition  of  any  of the  Pledged
Collateral,   and  notwithstanding  any  such  change,   exchange,   settlement,
compromise,  surrender,  release, renewal or extension, and notwithstanding also
that the Secured  Obligations  may, at any time exceed the  aggregate  principal
amount  thereof  set forth in the Note,  or any other  agreement  governing  any
Secured  Obligations.  Pledgor  hereby  waives  notice  of  acceptance  of  this
Agreement,  and also presentment,  demand, protest and notice of dishonor of any
and all of the Secured  Obligations,  and promptness in commencing  suit against
any party hereto or liable hereon,  and in giving any notice to or of making any
claim or demand  hereunder upon such Pledgor.  No act or omission of any kind on
Lender's part shall in any event affect or impair this Agreement.

     15.  Indemnification.  Pledgor agrees to indemnify and hold Lender harmless
from  and  against  any  taxes,  liabilities,   claims  and  damages,  including
reasonable  attorney's fees and  disbursements,  and other expenses  incurred or
arising by reason of the taking or the failure to take action by Lender, in good
faith,  in respect  of any  transaction  effected  under  this  Agreement  or in

                                       9
<PAGE>


connection with the lien provided for herein, including, without limitation, any
taxes  payable in  connection  with the delivery or  registration  of any of the
Pledged  Collateral  as provided  herein  (collectively  "Indemnified  Claims").
Whether  or not  the  transactions  contemplated  by  this  Agreement  shall  be
consummated,  Pledgor  agrees  to pay to  Lender  all  out-of-pocket  costs  and
expenses  incurred in connection  with this Agreement and all  reasonable  fees,
expenses  and  disbursements,  including  registration  costs  under the Act (or
similar statute) and the reasonable fees of Lender's agents or  representatives,
incurred in connection with the execution and delivery of this Agreement and the
performance   by  Lender  of  the  provisions  of  this  Agreement  and  of  any
transactions  effected in connection  with this  Agreement.  The  obligations of
Pledgor under this Section 15 shall survive the  termination of this  Agreement.
The foregoing notwithstanding, the indemnity provided for herein shall not apply
to any  Indemnified  Claim  of  Lender  if a  court  of  competent  jurisdiction
determines that such Indemnified  Claim is the result of the gross negligence or
willful misconduct of Lender.

     16. Reinstatement. This Agreement shall remain in full force and effect and
continue to be effective  should any petition be filed by or against Pledgor for
liquidation  or  reorganization,  should  Pledgor  become  insolvent  or make an
assignment  for the  benefit of  creditors  or should a  receiver  or trustee be
appointed  for  all or any  significant  part of  Pledgor's  assets,  and  shall
continue to be  effective or be  reinstated,  as the case may be, if at any time
payment and  performance of the Secured  Obligations,  or any part thereof,  is,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
restored or returned,  and in any such case,  the Secured  Obligations  shall be
reinstated  and deemed  reduced  only by such amount paid and not so  rescinded,
reduced, restored or returned.

     17. Miscellaneous.

         (a))  Lender  may  execute  any of its duties  hereunder  by or through
agents or employees  and shall be entitled to advice of counsel  concerning  all
matters pertaining to its duties hereunder.

         (b)   Pledgor   agrees  to   promptly   reimburse   Lender  for  actual
out-of-pocket expenses, including, without limitation,  reasonable counsel fees,
incurred by Lender in connection with the administration and enforcement of this
Agreement.

         (c)  Neither  Lender  nor any of its  officers,  directors,  employees,
agents or counsel shall be liable for any action lawfully taken or omitted to be
taken by it or them hereunder or in connection herewith, except for its or their
own gross negligence or willful misconduct.

         (d) This Agreement shall be binding upon Pledgor and its successors and
assigns,  and shall inure to the benefit of, and be  enforceable  by, Lender and
its respective  successors and assigns,  and shall be governed by, and construed
and enforced in  accordance  with,  the internal  laws in effect in the State of
Illinois  without  giving effect to principles of choice of law, and none of the
terms or  provisions  of this  Agreement  may be waived,  altered,  modified  or
amended except in writing duly signed for and on behalf of Lender and Pledgor.

                                       10
<PAGE>


     18. Severability.  If for any reason any provision or provisions hereof are
determined  to be invalid  and  contrary to any  existing  or future  law,  such
invalidity  shall not impair the  operation of or effect those  portions of this
Agreement which are valid.

     19. Notices.  Except as otherwise provided herein,  whenever it is provided
herein that any notice, demand, request, consent, approval, declaration or other
communication  shall or may be given to or  served  upon any of the  parties  by
another,  or whenever  any of the parties  desires to give or serve upon another
any  communication  with respect to this  Agreement,  each such notice,  demand,
request,  consent,  approval,  declaration  or other  communication  shall be in
writing, addressed as follows:

        If to Lender, at:         Gryffindor Capital Partners I, L.L.C.
                                  150 North Wacker Drive, Suite 800
                                  Chicago, Illinois 60606
                                  Attn:  Stuart Fuchs
                                  Facsimile No.: (312) 499-1935

                                  With a copy to:

                                  Piper Rudnick
                                  203 North LaSalle Street
                                  Chicago, Illinois 60601
                                  Attn: Deborah Gersh, Esq.
                                  Facsimile No. (312) 630-5371

        If to Pledgor, at:        Provectus Pharmaceuticals, Inc.
                                  7327 Oak Ridge Highway, Suite A
                                  Knoxville, TN  37931
                                  Attention: Timothy C. Scott, Ph.D., President
                                  Facsimile No. (865) 539-9654

                                  With a copy to:

                                  Baker, Donelson, Bearman & Caldwell
                                  2200 Riverview Tower
                                  900 South Gay Street
                                  Knoxville, TN  37902
                                  Attn:  David L. Morehous, Esq.
                                  Facsimile No. (865) 633-7120

     or at such other  address as may be  substituted  by notice given as herein
     provided. The giving of any notice required hereunder may be

                                       11
<PAGE>


     waived in  writing by the party  entitled  to receive  such  notice.  Every
     notice,  demand,   request,   consent,   approval,   declaration  or  other
     communication  hereunder  shall be deemed to have been duly given or served
     on the date on which personally  delivered,  in person, by delivery service
     or by overnight courier service, with receipt acknowledged,  on the date of
     telecopy  transmission  or three (3) days  after the same  shall  have been
     deposited in the United States mail,  postage prepaid.  Failure or delay in
     delivering  copies  of any  notice,  demand,  request,  consent,  approval,
     declaration  or other  communication  to the  persons  designated  above to
     receive copies shall in no way adversely  affect the  effectiveness of such
     notice,  demand,   request,   consent,   approval,   declaration  or  other
     communication.

     20. Section Titles.  The Section titles contained in this Agreement are and
shall be without  substantive  meaning or content of any kind whatsoever and are
not a part of the agreement between the parties hereto.

     21.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts,   which  shall,   collectively  and  separately,   constitute  one
agreement.

     22.  Conflict of Terms.  Except as  otherwise  explicitly  provided in this
Agreement,  if any provision  contained in this Agreement is in conflict with or
inconsistent with any provision in the Note, the provision contained in the Note
shall govern and control, to the extent of such conflict or inconsistency.

                          [Signature Page(s) to Follow]


                                       12
<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto  have  caused  this Stock  Pledge
Agreement to be duly executed as of the date first written above.

                                         PLEDGOR:

                                         PROVECTUS PHARMACEUTICALS, INC.


                                         By: /s/ Timothy C. Scott
                                         Name: Timothy C. Scott
                                         Title: President


     Accepted  and  agreed  to in  Chicago,  Illinois  as of  this  26th  day of
     November, 2002

                                         GRYFFINDOR CAPITAL PARTNERS I, L.L.C.


                                         By: /s/ Stuart Fuchs
                                         Name: /s/ Stuart Fuchs
                                         Title: Managing Principal

                                       13
<PAGE>


                                    Exhibit 4.6



                                    GUARANTY
                                    --------

         THIS GUARANTY (this "Guaranty"), dated as of November 26, 2002, is made
by XANTECH  PHARMACEUTICALS,  INC., a Nevada corporation (the  "Guarantor"),  in
favor of GRYFFINDOR  CAPITAL PARTNERS I, L.L.C.  ("Lender").  Capitalized  terms
used but not otherwise defined herein shall have the meaning ascribed thereto in
that certain  Convertible Secured Promissory Note and Warrant Purchase Agreement
(the "Purchase Agreement").

                              W I T N E S S E T H:


         WHEREAS,   Photogen   Technologies,   Inc.   ("Technologies")  and  its
wholly-owned  subsidiary Photogen,  Inc.  ("Photogen") have been involved in two
lines of businesses since May of 1997, namely the Therapeutic  Business (defined
in the Purchase  Agreement) and the Diagnostic Business (defined in the Purchase
Agreement);

         WHEREAS, Eric Wachter,  Craig Dees, Timothy D. Scott, Walter Fisher and
John A. Smolik (the "Photogen Shareholders") are or were shareholders, directors
and/or officers of Technologies and Photogen;

         WHEREAS,  the Photogen  Shareholders,  Technologies  and Photogen  have
entered  into that  certain  Separation  Agreement,  dated as of July 29,  2002,
pursuant to which the Photogen Shareholders obtained all of the capital stock of
Photogen,  which entity holds all of the rights,  title and  interests in and to
the Assets (defined in the Purchase Agreement);

         WHEREAS,  pursuant to the Separation  Agreement,  Technologies required
that Photogen change its name to
Valley Pharmaceuticals, Inc. ("Valley");

         WHEREAS,  pursuant to (a) an Agreement and Plan of Reorganization dated
as of November  15, 2002 among  Provectus,  Provectus  Pharmaceuticals,  Inc., a
Tennessee  corporation  and  the  wholly  owned  subsidiary  of  Provectus  (the
"Subsidiary"),  Valley and the  Shareholders  and (b) an  Agreement  and Plan of
Merger dated as of November 15, 2002 among Provectus,  the Subsidiary and Valley
(collectively,  the "Reorganization Agreement"), the following transactions took
place: (i) the Subsidiary merged with and into Valley (the "Merger"),  such that
Valley  became a wholly owned  subsidiary  of  Provectus,  (ii)  Valley,  as the
surviving   corporation   in  that   merger,   changed   its  name  to   Xantech
Pharmaceuticals,  Inc.  ("Xantech"),  and (iii) upon the Merger, by operation of
law, Xantech, as a wholly owned subsidiary of Provectus,  held all of the right,
title and interest in and to the Assets;

         WHEREAS,  based on such  representation  and the other  representations
made in the Purchase Agreement,  Lender has agreed to provide a loan to Borrower
as evidenced by a convertible  secured promissory note in the original principal
amount of $1,000,000  (the "Note"),  which Note shall be secured by, among other
things, the Assets, and, in connection  therewith,  Borrower has agreed to issue
to  Lender a  warrant  to  purchase  shares  of  Borrower's  common  stock  (the
"Warrant"), all in accordance with the terms and conditions set forth herein and
in the Note and the Warrant respectively.


                                       1
<PAGE>


         WHEREAS,  a significant and material basis for Lender entering into the
Purchase Agreement is that the Assets will be under the control of, or otherwise
owned by, Borrower;

         WHEREAS,  pursuant to the terms of the Separation Agreement, the Assets
must  remain in a separate  entity for a minimum of twelve  (12) months in order
for the entities  under the  Separation  Agreement to receive  certain  tax-free
treatment under Section 355 of the Internal Revenue Code;

         WHEREAS,  absent such  restriction  in the  Separation  Agreement,  the
Assets would have been  transferred to Borrower and included with the collateral
of Borrower securing the Note;

         WHEREAS,  as a condition  to Lender  making the loan under the Note and
entering into the Purchase Agreement,  Lender is requiring,  among other things,
that  Guarantor  guaranty the  obligations of Borrower under the Note and pledge
certain of its assets  (including,  without  limitation,  the  Assets) to secure
Borrower's obligations under the Note and Guarantor's obligations hereunder;

         WHEREAS,  the  Guarantor  will  benefit  from  the  making  of the loan
evidenced  by the Note and is willing to guaranty  the  Liabilities  (as defined
below) in order to satisfy the conditions  described in the preceding paragraphs
and to induce Lender to make the loan to Borrower; and

         WHEREAS, the Guarantor has duly authorized the execution,  delivery and
performance of this Guaranty;

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency   of  which  are  hereby   acknowledged,   the   Guarantor   hereby,
unconditionally  and  irrevocably,  as primary obligor and not merely as surety,
guarantees  the full and prompt  payment when due,  whether by  acceleration  or
otherwise,  and  at  all  times  thereafter,  of all  obligations  (monetary  or
otherwise)  of  Borrower to Lender  under or in  connection  with the Note,  any
Transaction Document and any other document or instrument executed in connection
herewith or therewith,  in each case  howsoever  created,  arising or evidenced,
whether direct or indirect,  absolute or contingent,  now or hereafter existing,
or due or to become due (all such obligations being herein  collectively  called
the "Liabilities").

         The  Guarantor  agrees  that if any Event of Default (as defined in the
Note)  shall  occur,  and if such  event  shall  occur at a time when any of the
Liabilities may not then be due and payable, upon Lender's demand, the Guarantor
will pay to Lender forthwith the full amount which would be payable hereunder by
the Guarantor if all Liabilities were then due and payable.

         The obligations the Guarantor under this Guaranty are secured by, among
other things, the following Transaction Documents:

             a)  a  Security  Agreement,  dated  the  date  hereof  between  the
Guarantor and Lender which encumbers certain collateral described therein;

                                       2

                                       2
<PAGE>

             b) a Trademark Collateral Security Agreement, dated the date hereof
between the Guarantor and Lender which encumbers  certain  collateral  described
therein;

             c) a Patent and License Security  Agreement,  dated the date hereof
between the Guarantor and Lender which encumbers  certain  collateral  described
therein; and

             d) a Copyright  Security  Agreement,  dated the date hereof between
the Guarantor and Lender which encumbers certain collateral described therein.

         This  Guaranty  shall in all  respects  be a  continuing,  irrevocable,
absolute and unconditional  guaranty,  and shall remain in full force and effect
(notwithstanding,  without limitation,  the dissolution of the Guarantor or that
at any time or from  time to time no  Liabilities  are  outstanding)  until  all
obligations of Borrower  and/or  Guarantor have  terminated and all  Liabilities
have been paid in full.

         The Guarantor further agrees that if at any time all or any part of any
payment  theretofore  applied by Lender to any of the  Liabilities is or must be
rescinded  or  returned  by Lender  for any  reason  whatsoever  (including  the
insolvency,  bankruptcy or  reorganization  of Borrower or the Guarantor),  such
Liabilities  shall,  for the purposes of this Guaranty,  to the extent that such
payment is or must be  rescinded  or  returned,  be deemed to have  continued in
existence,  notwithstanding  such application by Lender, and this Guaranty shall
continue  to be  effective  or be  reinstated,  as the case  may be,  as to such
Liabilities, all as though such application by the Lender had not been made.

         Lender  may,  from time to time,  at its sole  discretion  and  without
notice to the Guarantor, take any or all of the following actions: (a) retain or
obtain the  primary or  secondary  obligation  of any  obligor or  obligors,  in
addition to the Guarantor, with respect to any of the Liabilities, (b) extend or
renew any of the Liabilities for one or more periods (whether or not longer than
the original  period),  alter or exchange any of the Liabilities,  or release or
compromise  any  obligation of the Guarantor  hereunder or any obligation of any
nature of any other obligor with respect to any of the  Liabilities,  (c) extend
or renew  for one or more  periods  (whether  or not  longer  than the  original
period) or release,  compromise, alter or exchange any obligations of any nature
of any obligor  with  respect to any  Collateral  (as defined in the Note),  (d)
exercise  Lender's  conversion  rights in accordance with the terms of the Note,
and (e) resort to the Guarantor for payment of any of the Liabilities  when due,
whether or not Lender shall have  resorted to any  property  securing any of the
Liabilities  or any  obligation  hereunder or shall have  proceeded  against the
Guarantor or any other obligor  primarily or secondarily  obligated with respect
to any of the Liabilities.

         The Guarantor hereby expressly  waives, to the fullest extent permitted
by applicable law: (a) notice of the acceptance by Lender of this Guaranty,  (b)
notice  of  the  existence  or  creation  or  non-payment  of  all or any of the
Liabilities, (c) presentment, demand, notice of dishonor, protest, and all other
notices  whatsoever,  and (d) all  diligence in  collection  or protection of or
realization  upon  any  Liabilities  or  any  security  for or  guaranty  of any
Liabilities.

                                        3
<PAGE>


         All  notices or other  communications  hereunder  shall be given in the
manner and to the addresses set forth in the Purchase Agreement.

         Notwithstanding any payment made by or for the account of the Guarantor
pursuant to this Guaranty, the Guarantor shall not be subrogated to any right of
Lender until such time as the Lender shall have  received  final payment in cash
of the full amount of all Liabilities.

         The Guarantor further agrees to pay all expenses (including  reasonable
attorney fees and expenses) paid or incurred by Lender in endeavoring to collect
the  Liabilities of such Guarantor,  or any part thereof,  and in enforcing this
Guaranty against the Guarantor.

         The creation or existence  from time to time of additional  Liabilities
to Lender is hereby authorized,  without notice to the Guarantor and shall in no
way affect or impair the rights of Lender or the  obligations  of the  Guarantor
under this Guaranty.

         Lender may from time to time without notice to the Guarantor, assign or
transfer  any  or  all  of  the  Liabilities  or  any  interest  therein;   and,
notwithstanding any such assignment or transfer or any subsequent  assignment or
transfer  thereof,  such  Liabilities  shall be and remain  Liabilities  for the
purposes of this Guaranty,  and each and every immediate and successive assignee
or transferee of any of the Liabilities or of any interest therein shall, to the
extent of the interest of such  assignee or transferee  in the  Liabilities,  be
entitled to the benefits of this Guaranty to the same extent as if such assignee
or transferee were an original Lender.

         No delay on the part of Lender in the  exercise  of any right or remedy
shall operate as a waiver thereof,  and no single or partial  exercise by Lender
of any right or remedy shall preclude other or further  exercise  thereof or the
exercise of any other right or remedy;  nor shall any  modification or waiver of
any provision of this  Guaranty be binding upon Lender,  except as expressly set
forth in a writing duly signed and  delivered on behalf of Lender.  No action of
the Lender  permitted  hereunder shall in any way affect or impair the rights of
Lender or the obligations of the Guarantor under this Guaranty.  For purposes of
this Guaranty, "Liabilities" shall include all obligations of Borrower to Lender
arising under or in connection  with the Purchase  Agreement or any  Transaction
Documents,  or any other document or instrument executed in connection therewith
in each case  notwithstanding  any right or power of  Borrower or anyone else to
assert any claim or defense as to the invalidity or unenforceability of any such
obligation,  and no such claim or defense shall affect or impair the obligations
of the Guarantor hereunder.

         The introductory  paragraph and the recitals appearing at the beginning
of this Guaranty shall be incorporated into and made a part of this Guaranty.

         This Guaranty  shall be binding upon the  Guarantor and its  successors
and  assigns,  and to the extent  that  Borrower  or the  Guarantor  is either a
partnership  or a  corporation,  all  references  herein to Borrower  and to the
Guarantor, respectively, shall be deemed to include any successor or successors,
whether immediate or remote, to such partnership or corporation.


                                       4

                                       4
<PAGE>

         This Guaranty shall be governed by and construed in accordance with the
laws of the  State of  Illinois  applicable  to  contracts  made and to be fully
performed in such State.  Wherever  possible,  each  provision of this  Guaranty
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable  law, but if any provision of this Guaranty shall be prohibited by or
invalid under such law, such  provision  shall be  ineffective  to the extent of
such  prohibition  or  invalidity,  without  invalidating  the remainder of such
provision or the remaining provisions of this Guaranty.

         This Guaranty may be executed in any number of counterparts  and by the
different  parties hereto on separate  counterparts,  and each such  counterpart
shall be deemed  to be an  original  but all such  counterparts  shall  together
constitute  one and the  same  Guaranty.  At any  time  after  the  date of this
Guaranty,  one or more additional Persons may become parties hereto by executing
and delivering to Lender a counterpart of this Guaranty.  Immediately  upon such
execution and delivery (and without any further  action),  each such  additional
Person  will  become a party to, and will be bound by all of the terms of,  this
Guaranty.

         ANY LITIGATION BASED HEREON,  OR ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS  GUARANTY  OR ANY OTHER  TRANSACTION  DOCUMENT,  SHALL BE BROUGHT  AND
MAINTAINED  IN THE  COURTS  OF THE STATE OF  ILLINOIS  OR IN THE  UNITED  STATES
DISTRICT  COURT FOR THE NORTHERN  DISTRICT OF ILLINOIS;  PROVIDED  THAT ANY SUIT
SEEKING  ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT
LENDER'S  OPTION,  IN THE COURTS OF ANY  JURISDICTION  WHERE SUCH  COLLATERAL OR
OTHER PROPERTY MAY BE FOUND.  GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS
TO THE  JURISDICTION  OF THE COURTS OF THE STATE OF  ILLINOIS  AND OF THE UNITED
STATES  DISTRICT COURT FOR THE NORTHERN  DISTRICT OF ILLINOIS FOR THE PURPOSE OF
ANY SUCH LITIGATION AS SET FORTH ABOVE.  GUARANTOR FURTHER IRREVOCABLY  CONSENTS
TO THE SERVICE OF PROCESS BY REGISTERED MAIL,  POSTAGE  PREPAID,  TO THE ADDRESS
SET FORTH OPPOSITE ITS SIGNATURE  HERETO (OR SUCH OTHER ADDRESS AS IT SHALL HAVE
SPECIFIED IN WRITING TO THE LENDER AT ITS ADDRESS FOR NOTICES  HEREUNDER)  OR BY
PERSONAL  SERVICE  WITHIN OR WITHOUT  THE STATE OF  ILLINOIS.  GUARANTOR  HEREBY
EXPRESSLY AND IRREVOCABLY  WAIVES,  TO THE FULLEST EXTENT  PERMITTED BY LAW, ANY
OBJECTION  WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH
LITIGATION  BROUGHT IN ANY SUCH COURT  REFERRED  TO ABOVE AND ANY CLAIM THAT ANY
SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


                                       5
<PAGE>


         THE GUARANTOR AND (BY  ACCEPTING  THE BENEFITS  HEREOF),  LENDER HEREBY
WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY  ACTION OR  PROCEEDING  TO  ENFORCE OR
DEFEND ANY RIGHTS UNDER THIS GUARANTY,  ANY OTHER  TRANSACTION  DOCUMENT AND ANY
AMENDMENT,  INSTRUMENT,  DOCUMENT  OR  AGREEMENT  DELIVERED  OR WHICH MAY IN THE
FUTURE BE  DELIVERED  IN  CONNECTION  HEREWITH OR  THEREWITH OR ARISING FROM ANY
FINANCING  RELATIONSHIP  EXISTING IN CONNECTION  WITH ANY OF THE FOREGOING,  AND
AGREES THAT ANY SUCH ACTION OR PROCEEDING  SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.

                          [Signature Page(s) to Follow]


                                       6
<PAGE>


         IN WITNESS WHEREOF,  this Guaranty has been duly executed and delivered
as of the day and year first above written.

                                        XANTECH PHARMACEUTICALS, INC.


                                        By: /s/ Eric A. Wachter
                                        -----------------------
                                        Name: Eric A. Wachter
                                        Title: Vice President


                                        Address: 7327 Oak Ridge Highway, Suite A
                                                 -------------------------------
                                                 Knoxville, TN 37931
                                                 -------------------------------

                                       7


<PAGE>
                                                                     Exhibit 4.7


                               SECURITY AGREEMENT
                               ------------------

         This SECURITY AGREEMENT (this "Agreement"), made as of this 26th day of
November,  2002, by and between GRYFFINDOR CAPITAL PARTNERS I, L.L.C.  ("Secured
Party") and PROVECTUS PHARMACEUTICALS, INC. ("Debtor").

         1.  In  consideration  of a  loan  made  by  Secured  Party  to  Debtor
("Borrower")  evidenced by a Senior Secured  Convertible  Note, dated as of even
date herewith (the  "Note"),  issued to Secured Party in the original  principal
amount of One Million and 00/100 Dollars ($1,000,000), and as security therefor,
and for the payment of any and all  liabilities  and  obligations of Borrower to
Secured Party,  howsoever  created,  arising or evidenced,  and howsoever owned,
held or  acquired,  whether  now or  hereafter  existing,  whether now due or to
become due, whether direct or indirect,  or absolute or contingent,  and whether
several,  joint or  joint  and  several,  including,  but not  limited  to,  the
liabilities  and  obligations  of Borrower  evidenced  by the Note (all of which
liabilities and obligations are hereinafter  called the  "Obligations"),  Debtor
does hereby  pledge,  assign,  transfer  and  deliver to Secured  Party and does
hereby grant to Secured Party a continuing and  unconditional  security interest
in and  to the  property  of the  Debtor,  whether  now  existing  or  hereafter
acquired,  and wherever now or hereafter located,  and the products and proceeds
therefrom, described as follows:

             (i) All Accounts, and all Goods, repossessed from or returned by an
Account Debtor,  whose sale,  lease,  or other  disposition by Debtor have given
rise to Accounts;

             (ii) All Inventory; All Goods, other than Inventory;

             (iii) All Equipment, Vehicles, furniture and Fixtures;

             (iv) All Deposit Accounts,  Letter of Credit Rights, Chattel Paper,
Instruments, Documents, General Intangibles and Investment Property;

             (v) All books and records (including, without limitation,  customer
lists, credit files, computer programs,  print-outs and other computer materials
and records) of Debtor pertaining to any of the foregoing; and

             (vi) All  insurance  policies and proceeds  insuring the  foregoing
property or any part thereof, including unearned premiums.

All the  aforesaid  property and the products and proceeds  therefrom are herein
individually and collectively called the "Collateral." The term "Account Debtor"
and the terms used herein to identify the  Collateral  shall have the respective
meanings  assigned to such terms in the Uniform  Commercial Code of the State of
Illinois as in effect from time to time.

         2. Debtor authorizes  Secured Party, at any time and from time to time,
to file such financing statements and other documents and instruments and agrees



<PAGE>

to perform such acts as Secured  Party may deem  necessary or desirable in order
to establish and maintain valid,  attached and perfected  security  interests in
the  Collateral in favor of Secured Party,  free and clear of all liens,  claims
and rights of third parties whatsoever.  Debtor hereby irrevocably  appoints any
officer of Secured  Party  (designated  by Secured  Party for such  purpose) its
attorney-in-fact,  in Debtor's name,  place and stead, to execute such financing
statements  and other  documents  and to do such other acts as Secured Party may
require to perfect and preserve  Secured  Party's  security  interest in, and to
enforce such interests in the  Collateral,  hereby  ratifying and confirming all
that said  attorney-in-fact  may do or cause to be done by virtue hereof. If any
of the Collateral  includes any vehicle  having a certificate  of title,  Debtor
shall deliver to Secured Party the original  certificate  of title for each such
vehicle, together with such applications and other documents which Secured Party
may request in order to have  Secured  Party's  security  interest  noted on the
certificate of title for such vehicle and to otherwise  perfect  Secured Party's
security  interest  therein.  If any of the  Collateral  consists of  promissory
notes, securities,  instruments, chattel paper, warehouse receipts, documents of
title or any similar item,  Debtor will deliver the original  thereof to Secured
Party,  together with  appropriate  endorsements  or other specific  evidence of
assignment  thereof to Secured  Party,  all in form and substance  acceptable to
Secured Party.

         3. Debtor shall keep the Collateral in good order and repair, and shall
have sole responsibility for taking such steps as may be necessary, from time to
time,  to  preserve  all rights of Debtor and  Secured  Party in the  Collateral
against third parties.  Debtor shall permit Secured Party to examine and inspect
the Collateral at any reasonable time or times.

         4. Debtor covenants with and warrants to Secured Party that: (a) Debtor
is the sole owner of the  Collateral  free from any lien,  security  interest or
encumbrance  of any kind,  (b) Debtor will not sell,  lease or grant any further
security interest in the Collateral or any part thereof,  and will not part with
possession  of the same,  except in the usual and  ordinary  course of  Debtor's
business;  (c)  Debtor  will  not use or  permit  the  Collateral  to be used in
violation  of any law or  ordinance;  (d)  Debtor is a Nevada  corporation,  and
Debtor  will not remove or permit the  Collateral  to be removed  from  Debtor's
address(es) on the signature  page to this  Agreement  without the prior written
consent of Secured  Party,  except in the usual and ordinary  course of Debtor's
business;  and (e) Debtor will procure and maintain  insurance on the Collateral
for the full duration of this Agreement against reasonable risks of loss, damage
and destruction  (such insurance shall be reasonable to the  satisfaction of the
Secured Party in relation to the amount and term of the Obligations and the type
and value of the Collateral), and shall deliver to Secured Party within ten (10)
days from the date  hereof,  a fully paid  policy or  certificate  of  insurance
containing a Secured Party's Loss Payable clause in form and content  acceptable
to, and in favor of,  Secured Party.  In the event Debtor,  at any time or times
hereafter,  shall fail to obtain or maintain  any of the  policies of  insurance
required above, or to pay any premium in whole or in part relating thereto, then
Secured Party,  without waiving or releasing any obligation or default by Debtor

                                       2
<PAGE>

hereunder,  may at any  time  or  times  thereafter,  (but  shall  be  under  no
obligation to do so) obtain and maintain such policies of insurance and pay such
premiums and take any other action with respect  thereto,  which  Secured  Party
deems advisable.  All sums so disbursed by Secured Party,  including  reasonable
attorneys' fees, court costs, expenses and other charges relating thereto, shall
be additional  Obligations  secured  hereunder and shall be payable on demand by
Debtor to Secured Party.  Debtor  covenants,  warrants and represents to Secured
Party  that all  representations  and  warranties  of Debtor  contained  in this
Agreement  (whether appearing in this Paragraph 4 or elsewhere) shall be true at
the time of Debtor's  execution of this Agreement,  shall survive the execution,
delivery  and  acceptance  thereof by the parties  hereto and the closing of the
transactions  described  herein or related  hereto and shall be true  during the
duration thereof.

         5. Secured  Party may,  but is not required to, take such action,  from
time to time, as it deems appropriate to maintain or protect the Collateral, and
in particular  may at any time  following the occurrence of an Event of Default:
(a) transfer the whole or any part of the Collateral  into the name of itself or
its nominee; (b) collect any amounts due on the Collateral directly from persons
obligated thereof; (c) vote the Collateral; (d) take control of any proceeds and
products of the  Collateral;  (e) sue or make any compromise or settlement  with
respect to any of the  Collateral;  or (f) make an election  with respect to the
Collateral  under ss.1111 of the U.S.  Bankruptcy Code, or take any action under
Section 364 or any other  section of the U.S.  Bankruptcy  Code now  existing or
hereafter amended; provided,  however, that any such action of Secured Party set
forth in this Paragraph 5 shall not, in any manner whatsoever,  impair or affect
any  liability  hereunder,  nor  prejudice  or waive nor be construed to impair,
affect, prejudice or waive Secured Party's rights and remedies at law, in equity
or by  statute,  nor  release  or  discharge,  nor be  construed  to  release or
discharge,  Debtor or any guarantor or other person,  firm or corporation liable
to Secured Party for the Obligations,  whether now existing or hereafter created
or arising, howsoever evidenced.

         6. None of the  following  shall  affect the  Obligations  of Debtor to
Secured Party under this Agreement or Secured Party's rights with respect to the
Collateral:

             (i)  Acceptance or retention by Secured Party of other  property or
interests in property as security for the Obligations;

             (ii) Release of all or any part of the Collateral;

             (iii) Release,  extension,  renewal,  modification or compromise of
the liability of any guarantor of the Obligations; or

             (iv) Failure by Secured Party to resort to other security or pursue
Debtor or any other obligor liable for any of the Obligations  before  resorting
to the Collateral.

         7. The  occurrence  of an  "Event  of  Default"  under  the Note  shall
constitute an Event of Default under this  Agreement.  Upon the occurrence of an
Event of Default:  (a) all Obligations  may, at the option of Secured Party, and
without  demand,  notice  or  legal  process  or  any  kind,  be  declared,  and
immediately shall become due and payable,  and Secured Party may exercise,  from
time to  time,  any  rights  and  remedies  available  to it under  the  Uniform
Commercial Code and any other applicable law in addition to, and not in lieu of,
any rights and  remedies  expressly  granted in this  Agreement  or in any other
agreements  with Secured Party,  including the Security  Documents;  (b) Secured
Party shall have the right to notify the Account Debtors under Debtor's Accounts
of the security  interest of Secured Party,  and/or of the assignment to Secured

                                       3
<PAGE>


Party of, the  Accounts  upon which  respective  Account  Debtors  are liable to
Debtor,  and to notify such  Account  Debtors to make payment of such Account or
Accounts  directly to Secured  Party;  (c) Secured Party shall have the right to
take  control of the cash and other  proceeds of any of Debtor's  Accounts;  (d)
Secured  Party may, at any time,  enforce  collection  of any of the Accounts by
suit or  otherwise,  and  surrender  or  release  all or any  part  thereof,  or
compromise,  extend or renew for any  period  (whether  or not  longer  than the
original period) any indebtedness  thereunder or evidenced by such Account;  (e)
Debtor hereby  irrevocably  appoints any officer of Secured Party (designated by
Secured Party for such purpose) its  attorney-in-fact,  in Debtor's name,  place
and stead,  and hereby  authorizes  said  attorney-in-fact  to execute change of
address  forms  with  the  Postmaster  of  the  U.S.  Post  Office  serving  the
address(es) of Debtor, to change the address of Debtor to that of Secured Party,
to open all  envelopes  addressed  to  Debtor  and apply  any  payments  therein
contained  to the  Obligations,  all of which  the  Secured  Party may do at its
option;  (f) without notice,  demand or legal process of any kind, Secured Party
may take  possession of any or all of the  Collateral (in addition to Collateral
of which it already  has  possession),  wherever  it may be found,  and for that
purpose may pursue the same wherever it may be found,  and may enter into any of
Debtor's  premises  where any of the Collateral may be or be supposed to be, and
search for, take  possession  of,  remove,  keep and store any of the Collateral
until the same shall be sold or otherwise  disposed of, and Secured  Party shall
have the right to store the same in any of  Debtor's  premises  without  cost to
Secured Party; (g) at Secured Party's request, Debtor will, at Debtor's expense,
assemble the  Collateral  and make it  available to Secured  Party at a place or
places to be  designated  by Secured  Party which is  reasonably  convenient  to
Secured Party and Debtor; and (h) without demand of performance or other demand,
advertisement  or notice of any kind (except the notice  specified below of time
and place of  public or  private  sale) to or upon  Debtor or any other  person,
Secured Party may forthwith collect,  receive,  appropriate and realize upon the
Collateral,  or any part thereof, and/or may forthwith sell, lease, assign, give
an option or options to purchase or sell or otherwise dispose of and deliver the
Collateral  (or contract to do so), or any part thereof,  in one or more parcels
at public or  private  sales,  at any  exchange  or  brokers  board or at any of
Secured  Party's  offices or elsewhere  at such prices as it may deem best,  for
cash or on credit or for future delivery without assumption of any credit risk.

         Secured Party shall have the right upon any public sale or sales,  and,
to the extent  permitted by law, upon any private sale or sales, to purchase the
whole or any part of the  Collateral  so sold,  free of any  right or  equity of
redemption, which equity of redemption Debtor hereby releases.

         Any  notification  of  intended  disposition  of  all  or  any  of  the
Collateral  required by law shall be deemed  reasonably  and  properly  given if
given at least ten (10) calendar days before such disposition.

         Debtor  agrees that in the event  Debtor  fails to perform,  observe or
discharge any of its  Obligations or  liabilities  under this Agreement or other
agreements with Secured Party, no remedy of law will provide  adequate relief to
Secured  Party,  and  further  agrees  that  Secured  Party shall be entitled to
temporary and permanent injunctive relief in any such case without the necessity
of proving actual damages.

                                       4
<PAGE>


         Debtor,  irrevocably,  hereby makes,  constitutes and appoints  Secured
Party (and all persons  designed by Secured  Party for that purpose) as Debtor's
true and lawful attorney (and agent-in-fact) to endorse Debtor's name to checks,
drafts,  instruments  and  other  items  of  payment,  and/or  proceeds  of  the
Collateral  upon  the  occurrence  and  during  the  continuance  of an Event of
Default.

         Debtor agrees to pay all expenses of collection, and all legal expenses
and  attorneys'  fees of  every  kind,  paid or  incurred  by  Secured  Party in
enforcing its rights and remedies  hereunder,  or under any other agreement with
the Secured Party, or in connection with the Collateral, or in defending against
any claim, cause of action, defense,  counterclaim,  setoff or cross-claim based
on any act of  commission  or  omission  by Secured  Party  with  respect to the
Obligations or Collateral, or both, promptly on demand of Secured Party.

         The proceeds of any sale,  disposition or other realization upon all or
any part of the Collateral shall be applied as follows: first, to the reasonable
costs,  expenses and attorneys'  fees incurred by Secured Party for  collection,
acquisition,  completion, protection, removal, storage, sale and delivery of the
Collateral;  second,  to any  accrued  and  unpaid  interest;  third,  to unpaid
principal;  fourth, to any Obligations remaining unpaid; and fifth, upon payment
in full of the  Obligations,  to Debtor or as a court of competent  jurisdiction
may  direct.   Debtor  shall  remain  liable  for  any  deficiency   after  such
application.

         8. Debtor waives the benefit of any law that would  otherwise  restrict
or  limit  Secured  Party  in  the  exercise  of  its  right,  which  is  hereby
acknowledged,  to appropriate at any time hereafter any indebtedness  owing from
Secured  Party to Debtor and to set-off  such amounts  against the  Obligations.
Debtor  does hereby  pledge,  assign and  transfer to Secured  Party any and all
cash, investment property,  negotiable instruments,  documents of title, chattel
paper,  securities,  certificates  of  deposit,  deposit  accounts,  interest or
dividends  thereon,  other cash  equivalents  and all other  assets of  whatever
description  of Debtor in the  possession  or control  of Secured  Party for any
purpose and to appropriate  and apply the same on any or all of the  Obligations
which are not paid when due.

         9. DEBTOR WAIVES EVERY DEFENSE, CAUSE OF ACTION, COUNTERCLAIM OR SETOFF
WHICH DEBTOR MAY NOW HAVE OR HEREAFTER  MAY HAVE TO ANY ACTION BY SECURED  PARTY
IN ENFORCING THIS AGREEMENT OR THE COLLATERAL AND RATIFIES AND CONFIRMS WHATEVER
SECURED  PARTY MAY DO  PURSUANT  TO THE TERMS  HEREOF  AND WITH  RESPECT  TO THE
COLLATERAL  AND AGREES THAT  SECURED  PARTY SHALL NOT BE LIABLE FOR ANY ERROR OF
JUDGMENT OR MISTAKES OF FACT OR LAW.

         10. Except as otherwise provided herein,  Debtor waives all notices and
demands in connection with the enforcement of Secured Party's rights  hereunder,
and  hereby  consents  to,  and  waives  notice of the  release  with or without
consideration  of any Debtor  hereunder  or of any  Collateral.  Any  failure of
Secured Party to exercise any right  available  hereunder or otherwise shall not
be construed as a waiver of the right to exercise the same or any other right at
any other time.

                                       6
<PAGE>



         11. Secured Party may at any time assign the  Obligations,  or any part
thereof,  and transfer  Secured  Party's rights in any or all of the Collateral,
and Secured Party  thereafter  shall be relieved from all liability with respect
to such Collateral.  Debtor may not sell or assign this Agreement,  or any other
agreement with Secured Party or any portion  thereof,  either  voluntarily or by
operation of law.

         12. This  Agreement  has been made and  delivered at the main office of
Secured Party and shall be governed and construed in accordance with the laws of
the State of Illinois.  This Agreement shall constitute a continuing  agreement,
applying to any and all future,  as well as existing,  transactions,  agreements
and  guaranties  between  Debtor and Secured  Party,  and shall be binding  upon
Debtor and its respective heirs, legal representatives,  successors and assigns.
If this  Agreement is not dated or contains any blanks when  executed by Debtor,
Secured  Party is hereby  authorized,  without  notice to  Debtor,  to date this
Agreement  as of the date when it was  executed by Debtor,  and to complete  any
such  blanks  according  to the terms upon which this  Agreement  is executed by
Debtor and is accepted by Secured Party.  Wherever  possible,  each provision of
this Agreement  shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be prohibited
by or  invalid  under  such  law,  such  provision  shall  be  severable  and be
ineffective  to  the  extent  of  such   prohibition   or  invalidity,   without
invalidating the remaining provisions of this Agreement.

         13. To the extent that Debtor is either a corporation, partnership or a
limited  liability  company,  all references herein to Debtor shall be deemed to
include any  successor  or  successors,  whether  immediate  or remote,  to such
corporation,  partnership or limited liability  company.  In the case of a joint
venture or  partnership,  the term "Debtor" shall be deemed to include all joint
venturers  or  partners  thereof  who  shall be  jointly  and  severally  liable
hereunder.

         14. Any notice or other  communication  to be given  hereunder shall be
given as provided in the Note.

         15. This Agreement and the other  Transaction  Documents (as defined in
the Note) contain the entire agreement  between Debtor and Secured Party and the
final  expression  of  their   intentions,   and  supersedes  all  negotiations,
representations,  warranties,  commitments,  offers,  contracts  (of any kind or
nature,  whether  oral or  written)  to or  contemporaneous  with the  execution
hereof. No prior or contemporaneous representations, warranties, understandings,
offers or agreements of any kind or nature,  whether oral or written,  have been
made by Secured Party or relied upon by Debtor in connection  with the execution
hereof.

         16. Neither this Agreement,  nor any term hereof may be orally changed,
discharged,  terminated  or waived,  except  only by an  instrument  in writing,
signed  by  the  party  against  which  enforcement  of the  change,  discharge,
termination or waiver is sought.

         17. If Debtor is a  corporation,  Debtor  represents  and  warrants  to
Secured Party that the  execution  and delivery of this  Agreement has been duly
authorized  by  resolutions  heretofore  adopted by its Board of  Directors  and
Shareholders in accordance with law and its bylaws,  that said  resolutions have
not been amended nor rescinded,  are in full force and effect, that the officers
executing and delivering  this  Agreement for and on behalf of Debtor,  are duly
authorized so to act.  Secured Party, in executing this Agreement,  is expressly
relying upon the aforesaid representations and warranties.

                                       6
<PAGE>



         18. To induce  Secured Party to extend to Debtor the loan  evidenced by
the Note, Debtor  irrevocably  agrees that,  subject to Secured Party's sole and
absolute  election,  ALL  ACTIONS OR  PROCEEDINGS  IN ANY WAY  ARISING OUT OF OR
RELATED TO THE NOTE OR THIS  AGREEMENT  WILL BE LITIGATED IN COURTS HAVING SITUS
IN CHICAGO,  ILLINOIS. DEBTOR HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF
ANY COURT LOCATED WITHIN CHICAGO,  ILLINOIS,  WAIVES PERSONAL SERVICE OF PROCESS
UPON  DEBTOR,  AND  AGREES  THAT  ALL SUCH  SERVICE  OF  PROCESS  MAY BE MADE BY
REGISTERED  MAIL DIRECTED TO DEBTOR AT THE ADDRESS  STATED ON THE SIGNATURE PAGE
HEREOF AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT.

         19.  DEBTOR AND SECURED  PARTY EACH WAIVES ANY RIGHT TO A TRIAL BY JURY
IN ANY ACTION OR  PROCEEDING  TO ENFORCE OR DEFEND ANY RIGHTS  UNDER THE NOTE OR
THIS  AGREEMENT  OR UNDER  ANY  AMENDMENT,  INSTRUMENT,  DOCUMENT  OR  AGREEMENT
DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION WITH THE NOTE OR
THIS  AGREEMENT  AND AGREES  THAT ANY SUCH  ACTION OR  PROCEEDING  WILL BE TRIED
BEFORE A COURT AND NOT BEFORE A JURY.  DEBTOR AGREES THAT DEBTOR WILL NOT ASSERT
ANY  CLAIM  AGAINST  SECURED  PARTY ON ANY  THEORY  OF  LIABILITY  FOR  SPECIAL,
INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.

         20.  Time is of the  essence  in making  payments  of all  amounts  due
Secured Party under this  Agreement  and in the  performance  and  observance by
Debtor of each covenant, agreement, provision and/or term of this Agreement.

         21.  As used  herein,  all  provisions  shall  include  the  masculine,
feminine,  neuter,  singular and plural thereof,  wherever the context and facts
require  such  construction  and in  particular  the word  "Debtor"  shall be so
construed.

                                       7


<PAGE>



         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on
the date above set forth.


                                        PROVECTUS PHARMACEUTICALS, INC.


                                        By:/s/H. Craig Dees
                                        ---------------------------
                                        Name:H. Craig Dees
                                        Its: Chief Executive Officer


                                        GRYFFINDOR CAPITAL PARTNERS I, L.L.C.


                                        By:/s/Stuart Fuchs
                                        ---------------------------
                                        Name: Stuart Fuchs
                                        Its: Managing Principal



                                        8
<PAGE>




                                                                     Exhibit 4.8



                      PATENT AND LICENSE SECURITY AGREEMENT
                      -------------------------------------


     PATENT  AND  LICENSE  SECURITY  AGREEMENT  (the  "Agreement"),  dated as of
November 26, 2002, between PROVECTUS PHARMACEUTICALS,  INC. (the "Grantor"), and
GRYFFINDOR CAPITAL PARTNERS I, L.L.C. ("Lender").

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS,  Lender has made a loan to Grantor (the  "Borrower")  evidenced by
Borrower's  Senior Secured  Convertible Note, dated as of even date herewith (as
amended,  modified or supplemented  from time to time, the "Note"),  in favor of
Lender;

     WHEREAS,  in  connection  with the financing and as security for all of the
obligations  and liabilities of Borrower (the  "Obligations")  under the Note or
any  other  document  executed  in  connection  therewith   (collectively,   the
"Transaction  Documents"),  Lender is requiring that Grantor shall have executed
and  delivered  this  Patent and  License  Security  Agreement  and  granted the
security interest contemplated hereby;

     NOW,  THEREFORE,  for and in  consideration  of the foregoing and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Grantor agrees as follows:

     1. Defined Terms.

     (a) Unless  otherwise  defined herein,  the  capitalized  terms used herein
which are defined in the Note shall have the meanings specified in the Note.

     (b) The words "hereof",  "herein", and "hereunder" and words of like import
when used in this Agreement  shall refer to this Agreement as a whole and not to
any particular provision of this Agreement,  and section and schedule references
are to this Agreement unless otherwise specified.

     (c) All  terms  defined  in  this  Agreement  in the  singular  shall  have
comparable  meanings  when used in the plural,  and vice versa unless  otherwise
specified.

     2. Security Interest in Patents. To secure the complete and timely payment,
performance and satisfaction of all of the Obligations, Grantor hereby grants to
Lender  a  security  interest  in,  having  priority  over  all  other  security
interests,  with power of sale to the extent permitted by applicable law, all of
Grantor's now owned or existing and filed and hereafter  acquired or arising and
filed:

     (a) patents and patent  applications,  and the inventions and  improvements
described and claimed therein, including,  without limitation, those patents and
patent applications listed on Schedule A attached hereto and made a part hereof,
and  (i)  the  reissues,  divisions,  continuations,  renewals,  extensions  and

<PAGE>

continuations-in-part  thereof, (ii) all accounts receivable, income, royalties,
damages and payments now and hereafter due and/or payable under and with respect
thereto, including, without limitation, payments under all licenses entered into
in   connection   therewith   and  damages  and  payments  for  past  or  future
infringements  thereof,  (iii)  the right to sue for past,  present  and  future
infringements  thereof, and (iv) all rights corresponding thereto throughout the
world (all of the foregoing  patents and  applications,  together with the items
described  in  the  foregoing  clauses  (i)-(iv),  being  sometimes  hereinafter
individually and/or collectively referred to as the "Patents"); and

     (b) license  agreements with any other party now or hereafter  entered into
in  connection  with  any  Patents  or such  other  party's  patents  or  patent
applications,  whether  Grantor is a licensor or licensee under any such license
agreement,  including,  but not  limited to, the  license  agreements  listed on
Schedule  B  attached  hereto  and made a part  hereof,  and the right  upon the
occurrence  and  during  the  continuance  of an  Event  of  Default  to use the
foregoing in connection  with the  enforcement of the rights of Lender under the
Note or any other Transaction  Document executed in connection therewith (all of
the foregoing being  hereinafter  referred to  collectively as the  "Licenses").
Notwithstanding  the foregoing  provisions of this Section 2, the Licenses shall
not include any license  agreement  under which Grantor is licensee which by its
terms  prohibits  the  grant  of the  security  interest  contemplated  by  this
Agreement.

     3.  Restrictions on Future  Agreements.  Grantor will not, without Lender's
prior written consent, enter into any agreement,  including, without limitation,
any license  agreement,  which is inconsistent with this Agreement,  and Grantor
further agrees that it will not take any action, and will use reasonable efforts
not to permit any action to be taken by others subject to its control, including
licensees,  or fail to take any  action,  which  would in any  material  respect
affect the validity or  enforcement  of the rights  transferred  to Lender under
this  Agreement or the rights  associated  with those Patents and Licenses which
are necessary or desirable in the operation of Grantor's business.

     4. New Patents and  Licenses.  Grantor  represents  and  warrants  that the
Patents and Licenses listed on Schedule A and Schedule B, respectively,  include
all of the patents,  patent  applications  and license  agreements in connection
with patents or patent  applications now owned or held by Grantor.  If, prior to
the termination of this Agreement,  Grantor shall (i) create or obtain rights to
any new patentable  inventions or license  agreements in connection with patents
or patent  applications,  or (ii) become  entitled to the benefit of any patent,
patent application or patent for any reissue, division,  continuation,  renewal,
extension  or  continuation-in-part  of any  Patent  or any  improvement  on any
Patent, the provisions of Section 2 above shall  automatically apply thereto and
Grantor shall give to Lender  prompt  written  notice  thereof.  Grantor  hereby
authorizes Lender to modify this Agreement by (a) amending  Schedules A or B, as
the case may be, to include any future patents,  patent applications and license
agreements in connection with patents and patent  applications  that are Patents
or Licenses  under Section 2 above,  or under this Section 4 (whether or not any
such notice from Grantor has been sent or received), and (b) filing, in addition
to and not in substitution for, this Agreement, a supplement or addendum to this
Agreement  containing  on  Schedules  A or B thereto,  as the case may be,  such
patents,  patent  applications  and  license  agreements  which are  Patents  or
Licenses, as the case may be, under Section 2 above or this Section 4.

     5.  Royalties.  Grantor hereby agrees that the use by Lender of the Patents
and Licenses as authorized hereunder shall be co-extensive with Grantor's rights

                                       2
<PAGE>

thereunder  and with respect  thereto and without any liability for royalties or
other related charges from Lender to Grantor or anyone.

     6. Nature and Continuation of Security Interest. This Agreement is made for
collateral  security  purposes only.  This  Agreement  shall create a continuing
security interest in the Patents and the Licenses and shall remain in full force
and effect until the Obligations have been paid in full and the Note terminated.

     7. Right to Inspect;  Further  Assignments and Security  Interests.  Lender
shall have the right,  during normal  business hours and upon  reasonable  prior
notice (or at any time without notice if an Event of Default  exists) to inspect
Grantor's  premises  and to examine  Grantor's  books,  records  and  operations
relating to the Patents;  provided,  that in  conducting  such  inspections  and
examinations,  Lender shall use reasonable efforts not to disturb  unnecessarily
the conduct of  Grantor's  ordinary  business  operations.  Except as  otherwise
provided  hereunder,  Grantor  agrees  not to  sell  or  assign  its  respective
interests in, or grant any license under,  the Patents without the prior written
consent of Lender.

     8. Duties of Grantor.  Grantor shall have the duty to the extent  desirable
in the normal  conduct of Grantor's  business,  (i) to prosecute  diligently any
patent  application that is part of the Patents pending as of the date hereof or
thereafter until the termination of this Agreement;  (ii) to make application on
such  unpatented but  patentable  inventions as Grantor deems  appropriate;  and
(iii)  to  preserve  and  maintain  all  of  Grantor's   rights  in  the  patent
applications and patents that are part of the Patents and Licenses. Any expenses
incurred in  connection  with the foregoing  shall be borne by Grantor.  Grantor
shall not abandon any right to file a patent  application  or any pending patent
application or patent which is or shall be necessary or  economically  desirable
in the  operation  of  Grantor's  business.  Lender shall not have any duty with
respect to the Patents and  Licenses.  Without  limiting the  generality  of the
foregoing,  Lender shall not be under any obligation to take any steps necessary
to preserve rights in the Patents or Licenses against any other parties, but may
do so at its  option  during the  continuance  of an Event of  Default,  and all
expenses  incurred  in  connection  therewith  shall be or the sole  account  of
Grantor and added to the Obligations secured thereby.

     9.  Lender's  Right to Sue.  From and after the  occurrence  and during the
continuance of an Event of Default,  Lender shall have the right,  but shall not
be obligated,  to bring suit or take any other action to enforce the Patents and
the  Licenses,  and,  if Lender  shall  commence  any such suit or take any such
action,  Grantor shall, at the request of Lender, do any and all lawful acts and
execute  any  and  all  proper  documents  required  by  Lender  in aid of  such
enforcement. Grantor shall, upon demand, promptly reimburse and indemnify Lender
for all costs and  expenses  incurred  by Lender in the  exercise  of its rights
under this Section 9 (including,  without limitation,  all reasonable attorneys'
fees and expenses). If, for any reason whatsoever, Lender is not reimbursed with
respect to the costs and expenses  referred to in the preceding  sentence,  such
costs and expenses shall be added to the Obligations secured hereby.

     10.  Waivers.  No course of dealing  between  Grantor  and  Lender,  and no
failure  to  exercise  or delay in  exercising  on the part of Lender any right,
power or privilege hereunder or under the Note or any other Transaction Document
executed in  connection  therewith  shall operate as a waiver of any of Lender's

                                       3
<PAGE>


rights, powers or privileges.  No single or partial exercise of any right, power
or  privilege  hereunder  or under  the Note or any other  Transaction  Document
executed in connection  therewith  shall preclude any other or further  exercise
thereof or the exercise of any other right, power or privilege.

     11. Exercise of Rights and Remedies Upon Default.  Notwithstanding anything
set forth herein to the contrary,  it is hereby  expressly  agreed that upon the
occurrence  and  during  the  continuance  of an Event of  Default,  Lender  may
exercise any of the rights and remedies provided in this Agreement,  the Note or
any  other  Transaction  Document  executed  in  connection  therewith.  Without
limiting the generality of the foregoing,  Grantor  acknowledges and agrees that
(i) the Patents and  Licenses  comprise a portion of the  Collateral  and Lender
shall  have  the  right to  exercise  its  rights  under  the Note or any  other
Transaction  Document  executed  in  connection  therewith  with  respect to the
Patents and  Licenses  to the same extent as with  respect to all other items of
Collateral described therein, and (ii) from and after the occurrence of an Event
of Default, Lender or its nominee may use the Patents and Licenses in connection
with the conduct of Grantor's business.

     12.  Severability.  The provisions of this Agreement are severable,  and if
any clause  provisions  shall be held invalid and  unenforceable  in whole or in
part in any jurisdiction,  then such invalidity or unenforceability shall affect
only such clause or provision, or part thereof, in such jurisdiction,  and shall
not in any manner affect such clause or provision in any other jurisdiction,  or
any other clause or provision of this Agreement in any jurisdiction.

     13. Modification.  This Agreement cannot be altered, amended or modified in
any way, expect as specifically provided in Section 2 and Section 4 hereof or by
a writing signed by the parties hereto.

     14.  Cumulative  Remedies;  Power of Attorney.  All of Lender's  rights and
remedies  with  respect to the Patents  and the  Licenses,  whether  established
hereby,  by any  other  agreements  or by law,  shall be  cumulative  and may be
exercised singularly or concurrently. Grantor hereby irrevocably appoints Lender
as  Grantor's  attorney-in-fact,  with full  authority in the place and stead of
Grantor and in the name of Grantor or otherwise to carry out the acts  described
below.  Subject  to the  terms of the Note and any  other  Transaction  Document
executed in connection  therewith,  Grantor hereby  authorizes Lender to, in its
sole  discretion,  upon the  continuance  of an Event of  Default,  (i)  endorse
Grantor's name on all applications,  documents, papers and instruments necessary
or desirable  for Lender in the use or transfer of the Patents and the Licenses,
(ii) take any other  actions  with  respect to the Patents  and the  Licenses as
Lender  deems is in its best  interest,  (iii) grant or issue any  exclusive  or
non-exclusive  license  with  respect to the Patents to anyone and (iv)  assign,
pledge,  convey or otherwise transfer title in or dispose of the Patents and the
Licenses to anyone. Grantor hereby ratifies all that such attorney-in-fact shall
lawfully  do or cause to be done by virtue  hereof.  This power of  attorney  is
coupled with an interest and shall be  irrevocable  until this  Agreement  shall
have been terminated pursuant to Section 6. Grantor acknowledges and agrees that
this  Agreement  is not  intended to limit or restrict in any way the rights and
remedies of Lender under the Note or any other Transaction  Document executed in
connection therewith,  but rather is intended to facilitate the exercise of such
rights and  remedies.  Lender  shall have,  in addition to all other  rights and

                                       4
<PAGE>

remedies  given it by the  terms of this  Agreement,  all  rights  and  remedies
allowed by law and the rights and remedies of a secured  party under the Uniform
Commercial  Code as  enacted in any  jurisdiction  in which the  Patents  may be
located or deemed located.

     15. Binding Effect;  Benefits. This Agreement shall be binding upon Grantor
and its successors and assigns, and shall inure to the benefit of Lender and its
nominees,  successors  and  assigns.  Grantor's  successors  and  assigns  shall
include, without limitation,  a receiver,  trustee or debtor-in-possession of or
for Grantor;  provided,  however,  that Grantor shall not voluntarily assign its
obligations hereunder without the prior written consent of Lender.

     16.  Governing Law. This  Agreement  shall be governed by, and be construed
and  interpreted in accordance  with, the laws of the State of Illinois,  except
for its choice of law provisions.

     17. Notices. All notices or other  communications  hereunder shall be given
in the manner and to the addresses set forth in the Note.

     18. Section  Headings.  The section  headings herein are for convenience of
reference only, and shall not affect in any way the interpretation of any of the
provisions hereof.

     19. Execution in Counterparts. This Agreement may be executed in any number
of counterparts and by different parties hereto in separate  counterparts,  each
of which when so  executed  shall be deemed to be an  original  and all of which
taken together shall constitute one and the same agreement.

                                       5

<PAGE>


     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on
the day and year first above written.


                                     PROVECTUS PHARMACEUTICALS, INC.

                                    By:
                                     Name: ____________________________________
                                     Title: ___________________________________


     Accepted  and  agreed  to in  Chicago,  Illinois  as of  this  26th  day of
November, 2002

                                     GRYFFINDOR CAPITAL PARTNERS I, L.L.C.


                                     By:
                                     Name: ____________________________________
                                     Title: ___________________________________

                                       6

<PAGE>




STATE OF ________          )
                           ) SS.
COUNTY OF                  )

     I,_____________,  a notary  public  in and for said  County,  in the  State
aforesaid,  DO  HEREBY  CERTIFY  that  ,  personally  known  to me to be  the of
Provectus Pharmaceuticals, Inc. and personally known to me to be the same person
whose name is subscribed to the foregoing  instrument,  appeared  before me this
day in person  and  acknowledged  that as such,  he signed  and  delivered  said
instrument  pursuant to the proper  authority  given,  as his free and voluntary
act, and as the free and voluntary act and deed of said entity, for the uses and
purposes therein set forth.

     GIVEN under my hand and notarial seal this _______ day of _________, 2002.

                                                    ----------------------------
                                                    Notary Public
                                                    [Seal]

My Commission expires:

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



                                       7
<PAGE>

                                                                     Exhibit 4.9



                         TRADEMARK COLLATERAL ASSIGNMENT
                             AND SECURITY AGREEMENT

         TRADEMARK   COLLATERAL   ASSIGNMENT   AND   SECURITY   AGREEMENT   (the
"Agreement"),  dated as of November 26, 2002, between PROVECTUS PHARMACEUTICALS,
INC. (the "Grantor"), and GRYFFINDOR CAPITAL PARTNERS I, L.L.C. ("Lender").

                              W I T N E S S E T H:
                              - - - - - - - - - -
         WHEREAS,  Lender has made a loan to Grantor (the "Borrower")  evidenced
by Borrower's  Senior Secured  Convertible  Note, dated as of even date herewith
(as amended,  modified or supplemented from time to time, the "Note"),  in favor
of Lender;

         WHEREAS,  in  connection  with the financing and as security for all of
the obligations and liabilities of Borrower (the  "Obligations")  under the Note
or any other  document  executed  in  connection  therewith  (collectively,  the
"Transaction  Documents"),  Lender is requiring that Grantor shall have executed
and delivered this Trademark  Collateral  Assignment and Security  Agreement and
granted the security interest contemplated hereby;

         NOW, THEREFORE, for and in consideration of the foregoing and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Grantor agrees as follows:

         1. Defined Terms.

         (a) Unless otherwise defined herein,  the capitalized terms used herein
which are defined in the Note shall have the meanings specified in the Note.

         (b) The words  "hereof,"  "herein"  and  "hereunder"  and words of like
import when used in this Agreement  shall refer to this Agreement as a whole and
not to any  particular  provision  of this  Agreement,  and section and schedule
references are to this Agreement unless otherwise specified.

         (c) All terms  defined in this  Agreement  in the  singular  shall have
comparable  meanings when used in the plural,  and vice versa,  unless otherwise
specified.

         2. Security  Interest in Trademarks.  To secure the complete and timely
payment, performance and satisfaction of all of the Obligations,  Grantor hereby
grants to  Lender,  a  security  interest  in,  having  priority  over all other
security  interests,  with power of sale to the extent  permitted by  applicable
law, all of Grantor's now owned or existing and filed and hereafter  acquired or
arising and filed:

         (a) trademarks, registered trademarks and trademark applications, trade
names,  trade styles,  service marks,  registered service marks and service mark
applications including, without limitation, the registered trademarks, trademark
applications,  registered service marks and service mark applications  listed on

<PAGE>

Schedule A attached hereto and made a part hereof, and (i) all renewals thereof,
(ii) all accounts receivable,  income,  royalties,  damages and payments now and
hereafter  due  and/or  payable  with  respect   thereto,   including,   without
limitation, payments under all licenses entered into in connection therewith and
damages and payments  for past or future  infringements  or  dilutions  thereof,
(iii) the right to sue for past, present and future  infringements and dilutions
thereof, and (iv) all of Grantor's rights  corresponding  thereto throughout the
world (all of the foregoing registered trademarks, trademark applications, trade
names,  trade styles,  registered  service marks and service mark  applications,
together with the items  described in clauses  (i)-(iv) in this paragraph  2(a),
being sometimes hereinafter  individually and/or collectively referred to as the
"Trademarks");

         (b) the goodwill of Grantor's business connected with and symbolized by
the Trademarks; and

         (c) license  agreements  with any other party now or hereafter  entered
into in  connection  with  any  Trademarks  or such  other  party's  trademarks,
registered  trademarks and trademark  applications,  trade names,  trade styles,
service marks,  registered service marks and service mark applications,  whether
Grantor is a licensor or licensee under any such license  agreement,  including,
but not limited to, the license  agreements listed on Schedule B attached hereto
and made a part  hereof,  and the  right  upon the  occurrence  and  during  the
continuance  of an Event of Default to use the foregoing in connection  with the
enforcement of the rights of the Bank under the Note, the Transaction  Documents
or any other agreements  executed in connection  therewith (all of the foregoing
being hereinafter  referred to collectively as the "Licenses").  Notwithstanding
the foregoing  provisions of this Section 2, the Licenses  shall not include any
license  agreement  which by its  terms  prohibits  the  grant  of the  security
interest contemplated by this Agreement.


         3.  Restrictions  on  Future  Agreements.  Grantor  will  not,  without
Lender's  prior  written  consent,  which  consent  shall  not  be  unreasonably
withheld, enter into any agreement,  including,  without limitation, any license
agreement, which is inconsistent with this Agreement, and Grantor further agrees
that it will not take any action,  and will use reasonable efforts not to permit
any action to be taken by others subject to its control, including licensees (to
the extent  such  licensees  are  subject to its  control),  or fail to take any
action,  which would in any material  respect affect the validity or enforcement
of the  rights  transferred  to  Lender  under  this  Agreement  or  the  rights
associated  with those  Trademarks and Licenses which are necessary or desirable
in the operation of Grantor's business.

         4. New  Trademarks and Licenses.  Grantor  represents and warrants that
the Trademarks and Licenses  listed on Schedule A and Schedule B,  respectively,
include all of the trademarks, trademark registrations,  trademark applications,
trade names, trade styles,  service marks,  service mark registrations,  service
mark  applications  and  license   agreements  in  connection  with  trademarks,
registered  trademarks,  trademark  applications,  trade  names,  trade  styles,
service marks,  registered service marks and service mark applications now owned
or held by Grantor.  Grantor further  warrants and represents  that: (a) Grantor
has the right,  power and capacity and is duly authorized and empowered to enter
into, execute, deliver and perform this Agreement;  (b) the execution,  delivery

                                       2
<PAGE>

and/or performance by Grantor of this Agreement shall not, by the lapse of time,
the giving of notice or otherwise,  constitute a violation of any applicable law
or a breach of any provision  contained in Grantor's  Articles of Incorporation,
by-laws or similar  document,  or  contained  in any  agreement,  instrument  or
document to which  Borrower is now or hereafter a party or by which it is or may
be bound;  and (c)  Grantor  has and at all times  hereafter  shall  have  good,
indefeasible  and  merchantable  title to and  ownership of the  Trademarks  and
Licenses,   free  and  clear  of  all  liens,  claims,  security  interests  and
encumbrances  except  those of  Lender;  If,  prior to the  termination  of this
Agreement,  Grantor  shall (i)  create or obtain  rights to any new  trademarks,
trademark  registrations,  trademark  applications,  trade names,  trade styles,
service marks, service mark registrations,  service mark applications or license
agreements in  connection  with  trademarks,  registered  trademarks,  trademark
applications, trade names, trade styles, service marks, registered service marks
or service  mark  applications  or (ii)  become  entitled  to the benefit of any
trademark,  trademark  registration,  trademark  application,  trade name, trade
styles, service mark, service mark registration or service mark application, the
provisions  of Section 2 above  shall  automatically  apply  thereto and Grantor
shall give to Lender prompt written notice  thereof.  Grantor hereby  authorizes
Lender to modify this  Agreement by (a)  amending  Schedules A or B, as the case
may be, to include any future  trademarks,  trademark  registrations,  trademark
applications,   trade  names,   trade  styles,   service  marks,   service  mark
registrations,  service mark applications,  and license agreements in connection
with trademarks,  registered trademarks,  trademark applications,  trade styles,
service marks,  service mark registrations,  service mark applications and trade
names that are  Trademarks  or  Licenses  under  Section 2 above,  or under this
Section  4  (whether  or not any such  notice  from  Grantor  has  been  sent or
received),  and (b) filing,  in addition to and not in  substitution  for,  this
Agreement,  a supplement or addendum to this Agreement containing on Schedules A
or B thereto, as the case may be, such trademarks, trademark applications, trade
names,  trade  styles,  service  marks,  service mark  applications  and license
agreements in  connection  with  trademarks,  registered  trademarks,  trademark
applications,  trade styles,  service marks,  registered service marks,  service
mark applications and trade names which are Trademarks or Licenses under Section
2 above  or this  Section  4 and to  take  any  action  Lender  otherwise  deems
appropriate to perfect or maintain the rights and interests of Lender under this
Agreement with respect to such Trademarks and Licenses.

         5.  Royalties.  Grantor  hereby  agrees  that the use by  Lender of the
Trademarks  and Licenses as  authorized  hereunder  shall be  co-extensive  with
Grantor's  rights  thereunder and with respect thereto and without any liability
for royalties or other related charges from Lender to Grantor or anyone.

         6. Nature and Continuation of Security Interest. This Agreement is made
for collateral  security purposes only. This Agreement shall create a continuing
security  interest in the Trademarks and Licenses and shall remain in full force
and effect until the Obligations have been paid in full and the Note terminated.
To the extent that the collateral assignment of the security interest in any one
or more of the  trademark  or  service  mark  intent to use  applications  would
invalidate a specific  trademark or service mark  application  or  registration,
then  the  collateral  assignment  of the  security  interest  of such  specific
application  shall be deemed  without  force or  effect as if it had never  been
made.

         7. Right to Inspect; Further Assignments and Security Interests. Lender
shall have the right,  during normal  business hours and upon  reasonable  prior

                                       3
<PAGE>

notice (or at any time without notice if an Event of Default exists), to inspect
Grantor's  premises and to examine  Grantor's  books,  records,  and  operations
relating to the Trademarks,  including,  without  limitation,  Grantor's quality
control   processes;   provided,   that  in  conducting  such   inspections  and
examinations,  Lender shall use reasonable efforts not to disturb  unnecessarily
the  conduct  of  Grantor's  ordinary  business  operations.  From and after the
occurrence  of an Event of Default,  and  subject to the terms of the Note,  the
Transaction Documents and any other agreements executed in connection therewith,
Grantor agrees that Lender, or a conservator appointed by Lender, shall have the
right to take any action to renew or to apply for registration of any Trademarks
as Lender or said  conservator,  in its sole  judgment,  may deem  necessary  or
desirable in  connection  with the  enforcement  of Lender's  rights  hereunder.
Grantor agrees (i) not to sell or assign its  respective  interests in, or grant
any license  under,  the  Trademarks  without the prior written  consent,  which
consent shall not be unreasonably  withheld,  of Lender and (ii) to maintain the
quality of any and all  products in  connection  with which the  Trademarks  are
used, consistent with the quality of said products as of the date hereof.

         8.  Duties of  Grantor.  Grantor  shall  have the duty,  to the  extent
necessary  or  desirable in the normal  conduct of  Grantor's  business,  (i) to
prosecute diligently any trademark  application or service mark application that
is part of the Trademarks  pending as of the date hereof or thereafter until the
termination  of this  Agreement,  (ii) to make  application  for  trademarks and
service marks as Grantor deems  appropriate,  and (iii) to preserve and maintain
all of Grantor's rights in the trademark applications, service mark applications
and trademark and service mark registrations that are part of the Trademarks and
Licenses.  Any expenses incurred in connection with the foregoing shall be borne
by Grantor. Grantor shall not abandon any trademark or service mark which is the
subject of a  registered  trademark,  service mark or  application  therefor and
which is or shall be necessary or economically desirable in the operation of the
Grantor's business.  Grantor agrees to retain an experienced  trademark attorney
reasonably  acceptable  to Lender  for the filing  and  prosecution  of all such
applications and other proceedings.  Lender shall not have any duty with respect
to  the  Trademarks  and  Licenses.  Without  limiting  the  generality  of  the
foregoing,  Lender shall not be under any obligation to take any steps necessary
to preserve rights in the Trademarks and Licenses against any other parties, but
may do so at its option during the  continuance of an Event of Default,  and all
expenses  incurred  in  connection  therewith  shall be for the sole  account of
Grantor and added to the Obligations secured hereby.

         9. Lender's  Right to Sue. From and after the occurrence and during the
continuance of an Event of Default,  Lender shall have the right,  but shall not
be obligated,  to bring suit or take any other action to enforce the  Trademarks
and the Licenses  and, if Lender  shall  commence any such suit or take any such
action,  Grantor shall, at the request of Lender, do any and all lawful acts and

                                       4
<PAGE>

execute  any  and  all  proper  documents  required  by  Lender  in aid of  such
enforcement. Grantor shall, upon demand, promptly reimburse and indemnify Lender
for all reasonable costs and expenses  incurred by Lender in the exercise of its
rights under this  Section 9  (including,  without  limitation,  all  reasonable
attorneys' and paralegals' fees). If, for any reason  whatsoever,  Lender is not
reimbursed  with respect to the costs and expenses  referred to in the preceding
sentence,  such costs and  expenses  shall be added to the  Obligations  secured
hereby.

         10. Waivers.  No course of dealing  between Grantor and Lender,  and no
failure  to  exercise  or delay in  exercising  on the part of Lender any right,
power or privilege hereunder or under the Note, the other Transaction  Documents
or any other  agreement  executed in  connection  therewith  shall  operate as a
waiver of any of Lender's  rights,  powers or  privileges.  No single or partial
exercise of any right power or privilege  hereunder or under the Note, the other
Transaction  Documents or any other agreement  executed in connection  therewith
shall  preclude  any other or further  exercise  thereof or the  exercise of any
other right, power or privilege.

         11.  Exercise  of Rights and  Remedies  Upon  Default.  Notwithstanding
anything set forth herein to the contrary,  it is hereby  expressly  agreed that
upon the occurrence and during the  continuance of an Event of Default and after
the  expiration of any applicable  cure periods,  Lender may exercise any of the
rights and remedies provided in this Agreement,  the Note, the other Transaction
Documents,  or any other  agreement  executed in connection  therewith.  Without
limiting the generality of the foregoing,  Grantor  acknowledges and agrees that
(i) the Trademarks and Licenses  comprise a portion of the Collateral and Lender
shall  have the  right to  exercise  its  rights  under  the Note and the  other
Transaction  Documents  with respect to the  Trademarks and Licenses to the same
extent as with respect to all other items of Collateral  described therein,  and
(ii) from and after the  occurrence  and during the  continuance  of an Event of
Default,  Lender or its nominee may use the  Trademarks and Licenses to complete
the manufacture of, assemble, package, distribute, prepare for sale and sell any
and all  inventory,  or otherwise use or transfer such  Collateral in connection
with the conduct of Grantor's business.

         12. Severability.  The provisions of this Agreement are severable,  and
if any clause or provision shall be held invalid and  unenforceable  in whole or
in part in any  jurisdiction,  then such  invalidity or  unenforceability  shall
affect only such clause or provision, or part thereof, in such jurisdiction, and
shall  not  in  any  manner  affect  such  clause  or  provision  in  any  other
jurisdiction,  or any  other  clause  or  provision  of  this  Agreement  in any
jurisdiction.

         13. Modification. This Agreement cannot be altered, amended or modified
in any way, except as specifically provided in Section 2 and Section 4 hereof or
by a writing signed by the parties hereto.

         14. Cumulative Remedies;  Power of Attorney. All of Lender's rights and
remedies with respect to the  Trademarks and the Licenses,  whether  established
hereby,  by any  other  agreements  or by law,  shall be  cumulative  and may be
exercised singularly or concurrently. Grantor hereby irrevocably appoints Lender
as  Grantor's  attorney-in-fact,  with full  authority in the place and stead of
Grantor and in the name of Grantor or otherwise to carry out the acts  described
below.  Subject  to the terms of the Note and the other  Transaction  Documents,
Grantor hereby authorizes Lender to, in its sole discretion, upon the occurrence
and during the continuance of an Event of Default, (i) endorse Grantor's name on
all applications,  documents,  papers and instruments necessary or desirable for
Lender in the use or transfer of the Trademarks and the Licenses,  (ii) take any
other actions with respect to the Trademarks and the Licenses as Lender deems is
in its best  interest,  (iii)  grant or issue  any  exclusive  or  non-exclusive
license  under the  Trademarks  to anyone,  and (iv) assign,  pledge,  convey or
otherwise  transfer  title in or dispose of the  Trademarks  to anyone.  Grantor
hereby ratifies all that such attorney-in-fact  shall lawfully do or cause to be

                                       5
<PAGE>


done by virtue  hereof.  This power of attorney is coupled  with an interest and
shall be irrevocable until this Agreement shall have been terminated pursuant to
Section 6. Grantor  acknowledges  and agrees that this Agreement is not intended
to limit or  restrict  in any way the rights and  remedies  of Lender  under the
Note,  any other  Transaction  Documents  or any  other  agreement  executed  in
connection therewith,  but rather is intended to facilitate the exercise of such
rights and  remedies.  Lender  shall have,  in addition to all other  rights and
remedies  given it by the  terms of this  Agreement,  all  rights  and  remedies
allowed by law and the rights and remedies of a secured  party under the Uniform
Commercial  Code as enacted in any  jurisdiction  in which the Trademarks may be
located or deemed located.

         15. Binding  Effect;  Benefits.  This  Agreement  shall be binding upon
Grantor and its successors and assigns, and shall inure to the benefit of Lender
and Lender's nominees,  successors and assigns. Grantor's successors and assigns
shall include, without limitation,  a receiver,  trustee or debtor-in-possession
of or for Grantor;  provided,  however that Grantor shall not voluntarily assign
its obligations hereunder without the prior written consent of Lender.

         16.  Governing Law. This Agreement shall be governed by,  construed and
interpreted in accordance  with,  the laws of the State of Illinois,  except for
its choice of law provisions.

         17.  Notices.  All notices or other  communications  hereunder shall be
given in the manner and to the addresses set forth in the Security Agreement.

         18. Section  Headings.  The section headings herein are for convenience
of reference only, and shall not affect in any way the  interpretation of any of
the provisions hereof.

         19.  Execution in  Counterparts.  This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which  when so  executed  shall be deemed to be an  original  and all of
which taken together shall constitute one and the same agreement.

                         [Signature Page(s) to Follow]

                                       6

<PAGE>


         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement on the day and year first above written.

                                    PROVECTUS PHARMACEUTICALS, INC.

                                    By:
                                    Name: _____________________________
                                    Title: ____________________________

         Accepted  and  agreed to in  Chicago,  Illinois  as of this 26th day of
November, 2002

                                     GRYFFINDOR CAPITAL PARTNERS I, L.L.C.


                                     By:________________________________
                                     Name: _____________________________
                                     Title: ____________________________


                                       7

<PAGE>




STATE OF                            )
                                    )        SS.
COUNTY OF                           )

         I,________________,  a notary  public  in and for said  County,  in the
State   aforesaid,   DO  HEREBY  CERTIFY  that   ______________________________,
personally known to me to be the __________________________________of  Provectus
Pharmaceuticals,  Inc., and  personally  known to me to be the same person whose
name is subscribed to the foregoing  instrument,  appeared before me this day in
person and  acknowledged  that as such, he signed and delivered said  instrument
pursuant to the proper  authority  given,  as his free and voluntary act, and as
the free and  voluntary  act and deed of said entity,  for the uses and purposes
therein set forth.

         GIVEN   under  my  hand  and   notarial   seal  this   _______  day  of
__________________, 2002.

                                               ---------------------------------
                                               Notary Public
                                               [Seal]

My Commission expires:

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

                                       8
<PAGE>


                                                                    Exhibit 4.10



                          COPYRIGHT SECURITY AGREEMENT
                          ----------------------------

         COPYRIGHT SECURITY  AGREEMENT (the  "Agreement"),  dated as of November
26,  2002,  between  PROVECTUS   PHARMACEUTICALS,   INC.  (the  "Grantor"),  and
GRYFFINDOR CAPITAL PARTNERS I, L.L.C. ("Lender").

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS,  Lender has made a loan to Grantor (the "Borrower")  evidenced
by Borrower's  Senior Secured  Convertible  Note, dated as of even date herewith
(as amended,  modified or supplemented from time to time, the "Note"),  in favor
of Lender;

         WHEREAS,  in  connection  with the financing and as security for all of
the obligations and liabilities of Borrower (the  "Obligations")  under the Note
or any other  document  executed  in  connection  therewith  (collectively,  the
"Transaction  Documents"),  Lender is requiring that Grantor shall have executed
and  delivered  this  Copyright  Security  Agreement  and granted  the  security
interest contemplated hereby;

         NOW, THEREFORE, for and in consideration of the foregoing and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Grantor agrees as follows:

         1. Defined Terms. All capitalized  terms used but not otherwise defined
herein have the meanings given to them in the Note.

         2. Grant of Security Interest in Copyright  Collateral.  Grantor hereby
grants  to  Lender a  continuing  first  priority  security  interest  in all of
Grantor's  right,  title and  interest in, to and under the  following,  whether
presently  existing  or  hereafter  created  or  acquired   (collectively,   the
"Copyright Collateral"):

             (a) all of its  copyrights to which it is a party  including  those
referred to on Schedule I hereto;

             (b) all reissues, continuations or extensions of the foregoing; and

             (c) all products and proceeds of the foregoing,  including, without
limitation,  any claim by Grantor  against  third  parties for past,  present or
future infringement or dilution of any copyright or any copyright licensed under
any copyright license.

         3. Security Agreement.  The security interests granted pursuant to this
Copyright  Security  Agreement  are  granted in  conjunction  with the  security
interests granted to Lender pursuant to the Security  Documents.  Grantor hereby
acknowledges  and affirms that the rights and remedies of Lender with respect to
the security  interest in the Copyright  Collateral  made and granted hereby are
more fully set forth in the  Security  Documents,  the terms and  provisions  of
which are incorporated by reference herein as if fully set forth herein.



<PAGE>


         IN  WITNESS  WHEREOF,   Grantor  has  caused  this  Copyright  Security
Agreement to be executed and delivered by its duly authorized  officer as of the
date first set forth above.


                                          PROVECTUS PHARMACEUTICALS, INC.

                                          By:______________________________
                                          Name: ___________________________
                                          Title:___________________________



         Accepted  and  agreed to in  Chicago,  Illinois  as of this 26th day of
November, 2002

                                          GRYFFINDOR CAPITAL PARTNERS I, L.L.C.


                                          By:______________________________
                                          Name: ___________________________
                                          Title:___________________________

                                       2
<PAGE>





STATE OF ________          )
                           ) SS.
COUNTY OF                  )

         I,___________  , a notary  public in and for said County,  in the State
aforesaid,  DO  HEREBY  CERTIFY  that  ,  personally  known  to me to be  the of
Provectus Pharmaceuticals, Inc. and personally known to me to be the same person
whose name is subscribed to the foregoing  instrument,  appeared  before me this
day in person  and  acknowledged  that as such,  he signed  and  delivered  said
instrument  pursuant to the proper  authority  given,  as his free and voluntary
act, and as the free and voluntary act and deed of said entity, for the uses and
purposes therein set forth.

         GIVEN under my hand and notarial  seal this  _______ day of  _________,
2002.

                                                    ----------------------------
                                                    Notary Public
                                                    [Seal]

My Commission expires:




                                        3
<PAGE>




                                                                    Exhibit 4.11

================================================================================



                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of November 26, 2002


                                 by and between


                         PROVECTUS PHARMACEUTICALS, INC.

                                       and

                      GRYFFINDOR CAPITAL PARTNERS I, L.L.C.




================================================================================
<PAGE>



                                TABLE OF CONTENTS


1.   Definitions...............................................................1

2.   Demand Registration.......................................................3

         (a) Request for Registration..........................................3
         (b) Effective Registration and Expenses...............................4
         (c) Underwritten Offering.............................................4
         (d) Exceptions........................................................4

3.   Piggyback Registration....................................................5

         (a) Right to Piggyback................................................5
         (b) Piggyback Expenses................................................5
         (c) Priority on Piggyback Registrations...............................5
         (d) Selection of Underwriters.........................................6

4.   Registration Procedures...................................................6

5.   Indemnification;Contribution.............................................10

         (a) Indemnification by the Company...................................10
         (b) Indemnification by Holders.......................................11
         (c) Conduct of Indemnification Proceedings...........................11
         (d) Contribution.....................................................12

6.   Rule 144 Reporting.......................................................13

7.   Restrictions on Transfer of Shares.......................................13

8.Miscellaneous...............................................................15

         (a) Amendments and Waivers...........................................15
         (b) Notices..........................................................15
         (c) Successors and Assigns...........................................15
         (d) Counterparts.....................................................15
         (e) Headings.........................................................16
         (f) Governing Law....................................................16
         (g) Specific Performance.............................................16
         (h) Severability.....................................................16
         (i) Entire Agreement.................................................16


<PAGE>


                          REGISTRATION RIGHTS AGREEMENT


         THIS  REGISTRATION  RIGHTS  AGREEMENT  (this  "Agreement")  is made and
entered into as of November 26, 2002, by and between PROVECTUS  PHARMACEUTICALS,
INC., a Nevada  corporation (the "Company"),  and GRYFFINDOR CAPITAL PARTNERS I,
L.L.C., a Delaware limited liability company (including its successors,  assigns
and transferees, the "Holder(s)").

         WHEREAS,  on the date hereof  Holder and the Company  have entered into
that certain  Convertible Secured Promissory Note and Warrant Purchase Agreement
of even date herewith (the  "Purchase  Agreement")  pursuant to which Holder has
provided a $1,000,000  loan ("Loan") to the Company,  which loan is  convertible
into shares of Common  Stock of the  Company  upon the  satisfaction  of certain
conditions  precedent,  and has entered into certain additional  agreements with
the Company and certain stockholders  thereof,  pursuant to which the Holder may
become the holder of additional  Common Shares of the Company in connection with
the transactions contemplated by such agreements (the "Transactions"); and

         WHEREAS,  as a condition to  providing  the Loan and  consummating  the
Transactions, the parties have agreed to enter into this Agreement;

         NOW, THEREFORE,  the parties hereto, in consideration of the foregoing,
the mutual  covenants and agreements  hereinafter set forth,  and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, agree as follows:
1. Definitions.

         As used in this Agreement,  the following  capitalized terms shall have
the following meanings:

         "Affiliate" shall have the meaning ascribed to it in the Exchange Act.

         "Common Shares" shall mean the shares of common stock,  par value $.001
per share, of the Company.

         "Company"  shall  mean  Provectus   Pharmaceuticals,   Inc.,  a  Nevada
corporation, and its successors.

         "Company Notice" shall have the meaning set forth in Section 2(a).

         "Demand Registration" shall have the meaning given in Section 2(a).

<PAGE>

         "Equity Interests" shall mean any rights in or securities,  obligations
or  interests  of the  Company  held by Holder as a result of the  Transactions,
including,  but not limited to, the Loan and the Warrants,  that are convertible
or exchangeable for Common Shares.

         "Exchange  Act"  shall mean the  Securities  Exchange  Act of 1934,  as
amended from time to time.

         "Holder" shall mean Gryffindor  Capital  Partners I, L.L.C.,  a limited
liability company, its successors, assigns and transferees.

         "Mandatory Registration" shall have the meaning given in Section 4(a).

         "Person" shall mean an  individual,  partnership,  corporation,  trust,
unincorporated  organization  or other legal entity or a government or agency or
political subdivision thereof.

         "Piggyback Notice" shall have the meaning given in Section 3(a).

         "Piggyback Registration" shall have the meaning given in Section 3(a).

         "Prospectus"  shall mean the  prospectus  included in any  Registration
Statement, including any preliminary prospectus, and any amendment or supplement
thereto and all material incorporated by reference therein.

         "Registrable  Securities" shall mean the Shares and any Shares or other
securities  issued or issuable  with respect to the Shares upon any stock split,
stock dividend,  recapitalization or similar event, excluding Shares (i) sold or
transferred  pursuant  to an  effective  registration  statement,  (ii)  sold or
otherwise  transferred pursuant to Rule 144 under the Securities Act, (iii) sold
or otherwise  transferred  pursuant to a transfer not requiring  registration of
the Shares under the Securities Act, (iv) held by Holder who at such time is not
an  Affiliate  of the Company and that are  eligible  for sale  pursuant to Rule
144(k) under the  Securities  Act, and (v) held by Holder who at such time is an
Affiliate of the Company if all of such Shares are eligible for sale pursuant to
Rule 144  under  the  Securities  Act and  could be sold in one  transaction  in
accordance with the volume limitations  contained in Rule 144(e)(1)(i) under the
Securities Act.

         "Registration  Expenses"  shall mean any and all  expenses  incident to
performance of or compliance with this Agreement, including, without limitation:
(i) all  applicable  registration  and  filing  fees  imposed by the SEC and any
securities  exchange or market on which the Registrable  Securities are required
to be  listed  and/or  quoted,  as the case may be,  (ii) all fees and  expenses
incurred in connection with compliance with state  securities or "blue sky" laws
(including  reasonable  fees and  disbursements  of counsel in  connection  with
qualification of any of the Registrable Securities under any state securities or
blue sky laws and the  preparation of a blue sky memorandum) and compliance with
the rules of the National  Association  of Securities  Dealers,  Inc.  ("NASD"),
(iii) all expenses of any Persons in preparing or assisting in  preparing,  word
processing,   printing  and  distributing  the   Registration   Statement,   any
Prospectus,  certificates and other documents relating to the performance of and
compliance  with  this  Agreement,  (iv)  all  fees  and  expenses  incurred  in
connection with the listing, if any, of any of the Registrable Securities on any

                                       2
<PAGE>

securities  exchange or exchanges  pursuant to Section 4(k) hereof,  and (v) the
fees and disbursements of counsel for the Company and of the independent  public
accountants of the Company.  Registration  Expenses shall  specifically  exclude
underwriting  discounts and commissions,  the fees and  disbursements of counsel
representing  Holder or any underwriter or agent acting on behalf of Holder, and
transfer  taxes,  if any,  relating to the sale or  disposition  of  Registrable
Securities by Holder, all of which shall be borne by Holder in all cases.

         "Registration Notice" shall have the meaning given in Section 4(b).

         "Registration  Statement"  shall mean a  registration  statement of the
Company  (and any other  entity  required  to be a  registrant  pursuant  to the
requirements  of the Securities  Act) covering all or a part of the  Registrable
Securities under the Securities Act for which the Company is eligible, including
all amendments  (including  post-effective  amendments),  exhibits and materials
incorporated by reference therein.

         "SEC" shall mean the United States Securities and Exchange Commission.

         "Securities Act" shall mean the Securities Act of 1933, as amended from
time to time.

         "Shares"  shall mean any and all Common Shares held by Holder or issued
or issuable to Holder upon conversion of its Equity Interests.

         "Shelf Registration  Statement" shall mean a Registration  Statement on
Form S-3 (or any  successor  form) filed  pursuant to Rule 415 of  Regulation  C
promulgated under the Securities Act (or any successor rule).

         "Warrants"  shall mean those  warrants  to  acquire  additional  Common
Shares granted to Holder as part of
the Transactions.

         2. Demand Registration.

            (a) Request for Registration.

                Immediately  following  the earlier of (i) the date on which the
Company shall become  eligible to use a  Registration  Statement on Form S-3 (or
any successor form thereto) to register its securities and/or those of a selling
stockholder,  and (ii)  July 1,  2003,  Holder  may make  written  requests  for
registration under the Securities Act (each, a "Demand  Registration") of all or
part of such Holder's Registrable Securities. Each written request shall specify
the aggregate number of Registrable Securities to be registered and the intended
method of disposition. The Company may elect, at its option, to file such Demand
Registration  as a shelf  registration  pursuant  to Rule  415 of  Regulation  C
promulgated  under the Securities Act (or any successor rule).  Thereafter,  the
Company may elect to include in such registration additional Common Shares to be
issued by the  Company,  to the extent  that the  inclusion  of such  additional
Common Shares does not  adversely  affect the  completion  of Holder's  intended

                                       3
<PAGE>

distribution  of its Common Shares,  in its reasonable  discretion.  The Company
shall use its best efforts to become and remain  eligible to use a  Registration
Statement  on Form S-3 to  register  its  securities  and/or  those of a selling
stockholder.

            (b) Effective Registration and Expenses.

                A registration shall not constitute a Demand  Registration under
Section 2(a) hereof until it has become  effective  and has been kept  effective
for up to ninety  days or,  if  earlier,  until the  Holder  has  completed  the
distribution  related  thereto.  In  any  registration  initiated  as  a  Demand
Registration,  the  Company  shall pay the  Registration  Expenses  incurred  in
connection therewith.

            (c) Underwritten Offering.

                The Holder must,  unless otherwise agreed by the Company and the
Holder, distribute the Registrable Securities covered by the Holder's request by
means of an underwriting. If applicable, the Holder (and the Company pursuant to
Section  4(a) hereof)  shall enter into an  agreement in customary  form with an
underwriter  or  underwriters  selected  for such  underwriting  by the Company;
provided,  however,  that the  underwriter(s)  must be reasonably  acceptable to
Holder. If the managing  underwriter or underwriters of such offering advise the
Company  in  writing  that in its or their  opinion  the  number of  Registrable
Securities  proposed  to  be  sold  in  such  offering  exceeds  the  number  of
Registrable  Securities  that  can be sold in such  offering  without  adversely
affecting  the market for the Common  Shares,  the Company  will include in such
registration,  prior to inclusion of any  securities  which are not  Registrable
Securities  or  shares  of  other  capital  stock  of  the  Company  upon  which
registration rights have been granted by the Company ("Other  Securities"),  the
number of  Registrable  Securities and Other  Securities  that in the opinion of
such managing  underwriters can be sold without  adversely  affecting the market
for the Common Shares.  In such event, the number of Registrable  Securities and
Other  Securities,  if any,  to be  offered  for  the  accounts  of each  Holder
(including the Holder making the Demand  Registration)  and the holders of Other
Securities  shall be reduced by reducing  to the extent  necessary,  first,  the
number of Other Securities requested by other holders, and second, the number of
Registrable  Securities  held by Holders other than the Holder making the Demand
Registration, to be included in such registration,  and then, if and only if and
to the  extent  necessary,  by  reducing  the number of  Registrable  Securities
requested by the Holder  making the Demand  Registration  to be included in such
registration,  to the extent necessary to reduce the total number of Registrable
Securities  and Other  Securities  to be included in such offering to the number
recommended by such managing  underwriter or  underwriters;  provided,  however,
that if the reduced number of Registrable  Securities that is included on behalf
of such Holder represents less than 50% of the number of Registrable  Securities
originally  requested  by  Holder  to be  included  in such  registration,  such
Holder's  participation  in such  offering  shall not  constitute  a request for
registration pursuant to Section 2(a) hereof or the initiation of a registration
pursuant to Section 2(d) hereof.

                                       4
<PAGE>


            (d) Exceptions.

                Notwithstanding  the  foregoing,  (i) the  Company  shall not be
obligated  to effect the filing of a  registration  statement  pursuant  to this
Section 2, (A) after the Company has initiated two such  registrations  pursuant
to this Section 2 (counting  for these  purposes only  registrations  which have
been declared or ordered  effective and pursuant to which  securities  have been
sold and registrations which have been withdrawn by the Holder unless the Holder
bears all  Registration  Expenses  related  thereto),  or (B)  during the period
starting  with  the  date  that is 45 days  prior to the  Company's  good  faith
estimate, as certified in writing by the President of the Company to the Holder,
of the date of filing of, and ending on the date that is 180 days  following the
effective  date of,  a  registration  statement  pertaining  to an  underwritten
primary  public  offering  of  securities  on behalf of the  Company;  provided,
however,  that the Company  shall be entitled to defer a filing upon such notice
only once in any 365-day  period;  or (ii) if the Company  shall  furnish to the
Holder a certificate signed by the President of the Company stating that, in the
good faith judgment of the Board of Directors of the Company, it would not be in
the best  interests  of the  Company  and its  stockholders  generally  for such
registration  statement to be filed,  the Company  shall have the right to defer
such  filing for a period of not more than 60 days after  receipt of the request
of the Holder;  provided,  however, that the Comply shall be entitled to defer a
filing  upon  such  notice  only  once  in  any  365-day  period.

         3. Piggyback Registration.

            (a) Right to Piggyback.

                Any time  after the date  hereof,  if the  Company  proposes  to
register  any  of  its  securities  under  the  Securities  Act  (other  than  a
registration pursuant to (i) a registration on Form S-4 or any successor form or
(ii) an offering of  securities  by the Company in  connection  with an employee
benefit, share dividend,  share ownership or dividend reinvestment plan) and the
registration  form to be used may be used for the  registration  of  Registrable
Securities (a "Piggyback  Registration"),  the Company will give prompt  written
notice (but in no event less than 30 days before the anticipated  filing date of
a registration  statement  filed to register such  securities) to all Holders of
its intention to effect such a registration  (each,  a "Piggyback  Notice") and,
subject to subsection 3(c) below, the Company will include in such registration,
on such terms and conditions as the other securities to be included therein, all
Registrable  Securities  with respect to which the Company has received  written
requests for inclusion therein,  and other requested  information  necessary for
such  registration,  within 15 days after the date of  sending of the  Piggyback
Notice  that  included  a  request  for  other  information  necessary  for such
registration.

            (b) Piggyback Expenses.


                The Holder shall not be liable for the Registration  Expenses in
connection  with the  registration  pursuant to Section  3(a).

                                       5
<PAGE>

            (c) Priority on Piggyback Registrations.

                If a Piggyback Registration is an underwritten registration, and
the managing  underwriters  advise the Company in writing that in their  opinion
the number of securities  requested to be included in such registration  exceeds
the number which can be sold in such offering  without  adversely  affecting the
market or the price for the Common Shares to be  registered by the Company,  the
Company will include in such  registration  the number of securities that in the
opinion of such managing  underwriters can be sold without  adversely  affecting
the market or the price for such Common Shares.  In such event, the Registration
Statement will include (i) all the securities proposed to be sold by the Company
and (ii) the aggregate  amount of Other  Securities and  Registrable  Securities
requested  to be  included  in such  registration  that in the  opinion  of such
managing  underwriters can be sold without adversely affecting the market or the
price for such Common  Shares,  with such  aggregate  amount of securities to be
allocated among each holder of such Other Securities and Registrable  Securities
in  proportion  to  the  number  of  shares  requested  for  inclusion  in  such
registration by each such holder.

            (d) Selection of Underwriters.

                In the  case  of an  underwritten  Piggyback  Registration,  the
Company will have the right to select the investment banker(s) and manager(s) to
administer the offering, if any.

         4. Registration Procedures.

            In connection  with the  obligations  of the Company with respect to
the registration of the Registrable Securities  contemplated herein, the Company
shall:

            (a) prepare and file with the SEC a  Registration  Statement as soon
as  reasonably  practicable  after  receipt  of a written  request  pursuant  to
Sections  2 or 3,  which  Registration  Statement,  in each  case,  shall (i) be
available for the sale of the  Registrable  Securities  in  accordance  with the
intended  method or methods of  distribution  by the selling Holders thereof and
(ii) comply as to form in all material  respects  with the  requirements  of the
applicable form and include all financial  statements  required by the SEC to be
filed  therewith,  and will  use its best  efforts  to cause  such  Registration
Statement  to be  declared  effective  by  the  SEC  as  soon  thereafter  as is
commercially  practicable;

            (b) subject to the last three  sentences  of this  Section  4(b) and
Section  4(i)  hereof,  (i)  prepare and file with the SEC such  amendments  and
supplements  (including  required periodic  reporting filings under the Exchange
Act) to such  Registration  Statement and Prospectus  included therein as may be
necessary  to keep such  Registration  Statement  effective  for the  applicable
period;  (ii) cause the Prospectus to be amended or supplemented as required and
to be filed as  required  by Rule 424 or any  similar  rule that may be  adopted
under the  Securities  Act;  (iii)  respond as  promptly as  practicable  to any
comments received from the SEC with respect to the Registration Statement or any
amendment  thereto;  and (iv) comply with the  provisions of the  Securities Act
with respect to the disposition of all securities  covered by such  Registration
Statement during the applicable period in accordance with the intended method or
methods of distribution by the selling Holders thereof. Notwithstanding anything
to the contrary  contained herein, the Company shall not be required to take any
of the actions  described  in clauses (i),  (ii) or (iii) in this Section  4(b),
Section  4(d) or  Section  4(i)  with  respect  to each  Holder  of  Registrable
Securities  (x) to the extent  that the  Company is in  possession  of  material
non-public  information that it deems advisable not to disclose or is engaged in
active   negotiations  or  planning  for  a  material  merger,   acquisition  or

                                       6
<PAGE>

disposition  transaction  and it delivers  written notice to each such Holder of
Registrable  Securities  to the  effect  that such  selling  Holder may not make
offers or sales under the  Registration  Statement for a period not to exceed 60
days from the date of such  notice;  provided,  however,  that the  Company  may
deliver only two such notices within any 12-month period, (y) to the extent that
such  registration  would require initial or continuing  disclosure of events or
proceedings yet unreported that, in the opinion of the Board of Directors of the
Company,  would not be in the best interests of the Company and its stockholders
and such  disclosure is not otherwise  required under  applicable law (including
applicable  securities  laws),  and the Company  delivers written notice to each
such Holder of Registrable Securities to the effect that such selling Holder may
not make  offers  or sales  for a period  not to exceed 60 days from the date of
such  notice;  provided,  however,  that the Company  may deliver  only one such
notice within any 365-day  period,  or (z) upon written notice by the Company to
each Holder of the need to take any action  described  in clauses  (i),  (ii) or
(iii) in this Section 4(b),  unless and until the Company has received a written
notice (a "Registration  Notice") from a Holder that such Holder intends to make
offers  or  sales  under  such  Registration  Statement  as  specified  in  such
Registration Notice,  except in the case of a Shelf Registration  Statement,  in
which case such Registration  Notice shall not be required;  provided,  however,
that the Company  shall have ten (10) business days to prepare and file any such
amendment or supplement after receipt of the Registration  Notice or such longer
period  as is  reasonably  necessary  if such  preparation  and  filing  are not
commercially  practicable  within  ten (10)  business  days.  Once a Holder  has
delivered a  Registration  Notice to the  Company,  such Holder  shall  promptly
provide to the Company such  information as the Company  reasonably  requests in
order to identify such Holder and the method of distribution in a post-effective
amendment to the Registration Statement or a supplement to the Prospectus.  Such
Holder also shall notify the Company in writing upon completion of such offer or
sale or at such time as such  Holder no longer  intends to make  offers or sales
under the  Registration  Statement;

            (c)  furnish  to each  Holder  of  Registrable  Securities,  without
charge,  as many  copies of each  Prospectus  and any  amendment  or  supplement
thereto as such Holder may reasonably  request in order to facilitate the public
sale or other disposition of the Registrable Securities; the Company consents to
the use of the Prospectus  and any amendment or supplement  thereto by each such
Holder of Registrable Securities in connection with the offering and sale of the
Registrable  Securities  covered by the  Prospectus  or amendment or  supplement
thereto;

            (d) use its best  efforts to  register  or qualify  the  Registrable
Securities by the time the Registration  Statement is declared  effective by the
SEC under all applicable state securities or blue sky laws of such jurisdictions
in the  United  States  and its  territories  and  possessions  as any Holder of
Registrable  Securities  covered by the Registration  Statement shall reasonably
request in writing and keep each such  registration or  qualification  effective
during the period such  Registration  Statement is required to be kept effective
or  during  the  period  offers or sales  are  being  made by a Holder  that has

                                       7

<PAGE>

delivered a Registration Notice to the Company,  whichever is shorter; provided,
however, that in connection therewith,  the Company shall not be required to (i)
qualify as a foreign  corporation  to do  business or to register as a broker or
dealer in any such  jurisdiction  where it would not  otherwise  be  required to
qualify or register but for this Section 4(d),  (ii) subject  itself to taxation
in any such jurisdiction,  or (iii) file a general consent to service of process
in any  such  jurisdiction;

            (e) notify each selling  Holder of Registrable  Securities  promptly
and, if requested by such Holder,  confirm in writing, (i) when the Registration
Statement and any post-effective  amendments thereto have become effective, (ii)
when any amendment or supplement to the  Prospectus has been filed with the SEC,
(iii) of the issuance by the SEC or any state  securities  authority of any stop
order suspending the  effectiveness  of the  Registration  Statement or any part
thereof or the  initiation  of any  proceedings  for that  purpose,  (iv) if the
Company  receives  any  notification  with  respect  to  the  suspension  of the
qualification   of  the  Registrable   Securities  for  offer  or  sale  in  any
jurisdiction  or the initiation of any  proceeding for such purpose,  and (v) of
the  happening  of any event  during the period the  Registration  Statement  is
effective  as a result of which (A) such  Registration  Statement  contains  any
untrue statement of a material fact or omits to state any material fact required
to be stated therein or necessary to make the statements  therein not misleading
or (B) the  Prospectus  as then  amended  or  supplemented  contains  any untrue
statement of a material  fact or omits to state any material  fact  necessary in
order to make the statements  therein, in light of the circumstances under which
they were made, not misleading; provided, however, that the Company shall not be
obligated  to prepare and  furnish  any  prospectus  supplements  or  amendments
relating to any material nonpublic  information at any such time as the Board of
Directors of the Company has  determined  that, for good business  reasons,  the
disclosure  of such  material  nonpublic  information  at  that  time  would  be
materially  detrimental to the Company in the circumstances and is not otherwise
required under applicable law (including applicable securities laws);  provided,
further,  that the  Company  may only  delay  its  obligations  pursuant  to the
aforementioned  proviso for a period of 60 days in any 180-day  period;

            (f) use its best  efforts  to  obtain  the  withdrawal  of any order
suspending the  effectiveness of the Registration  Statement or any part thereof
as promptly as possible;

            (g) upon request,  furnish to each Holder of Registrable  Securities
that has delivered a  Registration  Notice to the Company,  without  charge,  at
least one conformed copy of the  Registration  Statement and any  post-effective
amendment  thereto  (without  documents  incorporated  therein by  reference  or
exhibits thereto,  unless requested);

            (h) cooperate with the selling Holders of Registrable  Securities to
facilitate  the timely  preparation  and  delivery  of  unlegended  certificates
representing   Registrable   Securities  to  be  sold;  and  enable   unlegended
certificates  for such  Registrable  Securities to be issued for such numbers of
shares  and  registered  in such names as the  selling  Holders  may  reasonably
request at least two business days prior to any sale of Registrable  Securities;

            (i) subject to the last three sentences of Section 4(b) hereof, upon
the occurrence of any event contemplated by clause (x) or (y) of Section 4(b) or
clause (v) of and the  proviso  to Section  4(e)  hereof,  use its best  efforts

                                       8
<PAGE>

promptly to prepare and file an amendment or a supplement  to the  Prospectus or
any  document  incorporated  therein by  reference  or prepare,  file and obtain
effectiveness of a post-effective  amendment to the Registration  Statement,  or
file any other required  document,  in any such case to the extent  necessary so
that, as thereafter  delivered to the purchasers of the Registrable  Securities,
such  Prospectus  as then  amended or  supplemented  will not contain any untrue
statement  of a material  fact or omit to state any material  fact  necessary in
order to make the statements  therein,  in the light of the circumstances  under
which they are made, not  misleading;

            (j) within a reasonable time prior to the filing of any Registration
Statement  or any  amendment  thereto,  or any  Prospectus  or any  amendment or
supplement thereto, provide copies of such document (not including any documents
incorporated  by  reference   therein  unless   requested)  to  the  Holders  of
Registrable  Securities that have provided a Registration Notice to the Company;

            (k) use its best  efforts  to  maintain  the  listing  of the Common
Shares on the securities  market on which the Common Shares are now listed or on
another national  securities  exchange or national market system, as those terms
are used  under  the  Exchange  Act;

            (l) use its best efforts to cause all  Registrable  Securities to be
listed on any securities  market or exchange on which similar  securities issued
by the Company are then listed;

            (m)  provide a  transfer  agent and  registrar  for all  Registrable
Securities   registered  hereunder  and  a  CUSIP  number  for  all  Registrable
Securities, not later than the effective date of the Registration Statement;

            (n) in the event of any underwritten public offering, enter into and
perform its obligations under an underwriting  agreement, in usual and customary
form,   with  the  managing   underwriter(s)   of  such  offering  (each  Holder
participating  in such  underwriting  shall  also  enter  into and  perform  its
obligations  under such an agreement);  and

            (o)  use  its  best  efforts  to  furnish,  on the  date  that  such
Registrable  Securities  are  delivered to the  underwriters  for sale,  if such
securities are being sold through underwriters, (i) an opinion, dated as of such
date,  of the  counsel  representing  the  Company  for  the  purposes  of  such
registration,  in form and substance as is customarily  given to underwriters in
an underwritten public offering, addressed to the underwriters, if any, and (ii)
a  letter  dated  as  of  such  date,  from  the  independent  certified  public
accountants  of the Company,  in form and substance as is  customarily  given by
independent  certified  public  accountants to  underwriters  in an underwritten
public offering addressed to the underwriters.

            The Company may require  each Holder of  Registrable  Securities  to
furnish to the  Company in  writing  such  information  regarding  the  proposed
distribution  by such Holder of such  Registrable  Securities as the Company may
from time to time reasonably request in writing.

            In connection  with and as a condition to the Company's  obligations
with respect to any Registration  Statement pursuant to Sections 2 and 3 of this

                                       9
<PAGE>

Agreement and this Section 4, each Holder  covenants and agrees that (i) it will
not offer or sell any Registrable  Securities under the  Registration  Statement
until it has provided a Registration Notice if required pursuant to Section 4(b)
and has received  copies of the  Prospectus as then amended or  supplemented  as
contemplated  by Section 4(c) and notice from the Company that the  Registration
Statement and any  post-effective  amendments  thereto have become  effective as
contemplated  by Section 4(e);  (ii) upon receipt of any notice from the Company
contemplated  by  Section  4(b)  (in  respect  of  the  occurrence  of an  event
contemplated  by clause (x) or (y) of Section  4(b)) or Section 4(e) (in respect
of the occurrence of an event  contemplated by clause (v) of Section 4(e)), such
Holder  shall  not  offer or sell any  Registrable  Securities  pursuant  to the
Registration  Statement until, in the sole discretion of the Company,  the event
no longer  precludes sale or such Holder receives copies of the  supplemented or
amended Prospectus  contemplated by Section 4(i) hereof and receives notice that
any  post-effective  amendment has become effective,  and, if so directed by the
Company, such Holder will deliver to the Company (at the expense of the Company)
all copies in its  possession,  other than  permanent  file  copies then in such
Holder's possession, of the Prospectus as amended or supplemented at the time of
receipt of such notice; (iii) such Holder and any of its officers,  directors or
affiliates,  if any,  must comply with the  provisions of Regulation M under the
Exchange Act, or any successor regulations,  as applicable to them in connection
with sales of Registrable Securities pursuant to the Registration Statement; and
(v) such Holder and any of its officers,  directors or affiliates,  if any, must
enter into such written  agreements as the Company shall  reasonably  request to
ensure compliance with clause (iii) above.

         5. Indemnification;  Contribution.

            (a) Indemnification by the Company.  The Company agrees to indemnify
and hold harmless each Holder and its officers and directors and each Person, if
any, who controls any Holder within the meaning of Section 15 of the  Securities
Act as  follows:

                (i)  against  any and all loss,  liability,  claim,  damage  and
expense  whatsoever,  as incurred,  to which such Holder,  officer,  director or
controlling  Person may become subject under the Securities Act or otherwise (A)
that  arise out of or are based  upon any untrue  statement  or  alleged  untrue
statement  of a material  fact  contained in any  Registration  Statement or any
amendment  thereto,  or the  omission  or alleged  omission  to state  therein a
material fact required to be stated  therein or necessary to make the statements
therein  not  misleading  or (B) that  arise out of or are based upon any untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in any
Prospectus or any amendment or  supplement  thereto,  or the omission or alleged
omission  to  state  therein  a  material  fact  necessary  in order to make the
statements  therein,  in the light of the  circumstances  under  which they were
made, not misleading;

                (ii)  against  any and all loss,  liability,  claim,  damage and
expense whatsoever,  as incurred,  to the extent of the aggregate amount paid in
settlement of any litigation,  or incurred in connection with any  investigation
or proceeding by any governmental agency or body, commenced or threatened, or of
any claim  whatsoever  based upon any such untrue  statement  or alleged  untrue


                                       10
<PAGE>

statement or any  omission or alleged  omission  contained  in any  Registration
Statement,  if such  settlement  is  effected  with the  written  consent of the
Company; and

                (iii)  subject to the  limitations  set forth in  Section  5(c),
against any and all expense whatsoever,  as incurred (including  reasonable fees
and disbursements of counsel),  reasonably incurred in investigating,  preparing
or defending  against any  litigation,  or  investigation  or  proceeding by any
governmental  agency or body,  commenced or threatened,  in each case whether or
not a party,  or any claim  whatsoever  based upon any such untrue  statement or
alleged untrue statement or omission or alleged omission, to the extent that any
such expense is not paid under subparagraph (i) or (ii) above;

                (iv) any  violation  by the  Company  of any rule or  regulation
promulgated  under the  Securities  Act  applicable to the Company in connection
with  any  registration,   qualification,   or  compliance  of  the  Registrable
Securities or any other capital stock of the Company;

provided,  however,  that the indemnity  provided  pursuant to this Section 5(a)
shall  not  apply  (i) to any  amounts  paid in  settlement  of any  such  loss,
liability,  claim,  damage or expense if such settlement is effected without the
consent of the  Company  (which  consent  shall not be  unreasonably  delayed or
withheld),  or (ii) to any Holder with  respect to any of the  foregoing in this
Section 5(a) that arises out of or is based upon any untrue statement or alleged
untrue  statement or omission or alleged  omission  made in reliance upon and in
conformity  with  written  information  furnished  to the Company by such Holder
expressly for use in any Registration  Statement or any amendment thereto or the
Prospectus  or any  amendment  or  supplement  thereto,  or the  Holder's  or an
underwriter's  failure  to  deliver  a copy  of any  Registration  Statement  or
Prospectus  or any  amendments  or  supplements  thereto  after the  Company has
furnished the Holder or underwriter  with the requested  number of copies of the
same.

            (b)  Indemnification  by Holders.  Each Holder  severally  agrees to
indemnify and hold harmless the Company and the other selling Holders,  and each
of their respective  directors and officers (including each director and officer
of the Company who signed the Registration Statement),  and each Person, if any,
who  controls  the  Company or any other  selling  Holder  within the meaning of
Section 15 of the Securities Act, to the same extent as the indemnity  contained
in Section 5(a) hereof, but only insofar as such loss, liability,  claim, damage
or expense  arises out of or is based upon (i) any untrue  statement  or alleged
untrue  statement  or  omission  or alleged  omission  made in any  Registration
Statement  or any  amendment  thereto  or the  Prospectus  or any  amendment  or
supplement  thereto in reliance upon and in conformity with written  information
furnished to the Company by such selling Holder for use therein  relating to the
Holder's status as a selling security holder, (ii) Holder's failure to deliver a
copy  of  any  Registration   Statement  or  Prospectus  or  any  amendments  or
supplements  thereto,  to the extent  such  delivery  is  required to be made by
Holder and after the Company has furnished  Holder with the requested  number of
copies of the same, or (iii) the breach of any covenant  contained in Section 4;
provided,  however,  that in no event shall any  indemnity  provided  under this
Section 5(b) by a Holder (i) exceed the net proceeds from the offering  received
by such Holder,  or (ii) apply to amounts paid in  settlement  of any such loss,
liability,  claim,  damage or expense if such settlement is effected without the
consent  of the  Holder  (which  consent  shall not be  unreasonably  delayed or
withheld).

            (c) Conduct of Indemnification  Proceedings.  Each indemnified party
shall give reasonably prompt notice to each indemnifying  party of any action or
proceeding commenced against the indemnified party in respect of which indemnity
may be sought  hereunder,  but  failure to so notify an  indemnifying  party (i)
shall not relieve it from any  liability  which it may have under the  indemnity
agreement provided in Section 5(a) or (b) above, unless and to the extent it did
not  otherwise  learn of such  action and the lack of notice by the  indemnified
party materially  prejudices the indemnifying party or results in the forfeiture
by the indemnifying party of substantial rights and defenses and (ii) shall not,
in any  event,  relieve  the  indemnifying  party  from any  obligations  to any
indemnified  party  other than the  indemnification  obligation  provided  under
Section 5(a) or (b) above.  After receipt of such notice, the indemnifying party
shall be entitled to participate  in and, at its option,  jointly with any other
indemnifying  party so  notified,  to  assume  the  defense  of such  action  or
proceeding at such indemnifying  party's own expense with counsel chosen by such
indemnifying  party and approved by the indemnified  party, which approval shall
not be unreasonably withheld;  provided, however, that, if the defendants in any
such  action  or  proceeding   include  both  the  indemnified   party  and  the
indemnifying party and the indemnified party reasonably determines,  upon advice
of  counsel,  that a  conflict  of  interest  exists or that  there may be legal
defenses available to it or other indemnified parties that are different from or
in addition to those available to the indemnifying  party,  then the indemnified
party  shall be  entitled  to one  separate  counsel,  the  reasonable  fees and
expenses of which shall be paid by the  indemnifying  party. If the indemnifying
party does not assume the defense of any such action or proceeding, after having
received the notice  referred to in the first  sentence of this  paragraph,  the
indemnifying  party will pay the reasonable  fees and expenses of counsel (which
shall be limited to a single law firm) for the indemnified party. In such event,
however,  the indemnifying party will not be liable for any settlement  effected
without the written  consent of such  indemnifying  party.  If the  indemnifying
party assumes the defense of any such action or  proceeding  in accordance  with
this  paragraph,  such  indemnifying  party shall not be liable for any fees and
expenses of counsel for the indemnified party incurred  thereafter in connection
with such action or proceeding  except as set forth in the proviso in the second
sentence of this Section 5(c).

            (d)  Contribution.  In order  to  provide  for  just  and  equitable
contribution in circumstances in which the indemnity  agreement  provided for in
this Section 5 is for any reason held to be unenforceable although applicable in
accordance with its terms,  the Company and the selling Holders shall contribute
to the aggregate losses, liabilities, claims, damages and expenses of the nature
contemplated by such indemnity agreement incurred by the Company and the selling
Holders,  in such  proportion as is appropriate to reflect the relative fault of
and benefits to the Company on the one hand and the selling Holders on the other
(in such  proportions  that the selling  Holders  are  severally,  not  jointly,
responsible  for the balance),  in connection  with the  statements or omissions
which resulted in such losses, claims, damages, liabilities or expenses, as well
as any other relevant  equitable  considerations.  The relative  benefits to the
indemnifying party and indemnified  parties shall be determined by reference to,
among other things,  the total proceeds  received by the indemnifying  party and
indemnified  parties in  connection  with the  offering  to which  such  losses,

                                       12
<PAGE>

claims,  damages,  liabilities  or expenses  relate.  The relative  fault of the
indemnifying party and indemnified  parties shall be determined by reference to,
among other  things,  whether the action in  question,  including  any untrue or
alleged untrue  statement of a material fact or omission or alleged  omission to
state a material fact, has been made by, or relates to information  supplied by,
such indemnifying  party or the indemnified  parties,  and the parties' relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such action.

         The  parties  hereto  agree that it would not be just or  equitable  if
contribution  pursuant  to  this  Section  5(d)  were  determined  by  pro  rata
allocation or by any other method of  allocation  which does not take account of
the equitable considerations referred to in the immediately preceding paragraph;
provided,  however,  that in no event shall any contribution by Holder hereunder
exceed  the  net   proceeds   from  the   offering   received  by  such  Holder.
Notwithstanding  the provisions of this Section 5(d), no selling Holder shall be
required  to  contribute  any  amount in excess of the amount by which the total
price at which the Registrable Securities of such selling Holder were offered to
the public  exceeds the amount of any damages  which such  selling  Holder would
otherwise  have  been  required  to pay by reason of such  untrue  statement  or
omission.

         Notwithstanding   the   foregoing,   no  Person  guilty  of  fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be  entitled  to  contribution  from any Person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 5(d), each Person, if
any,  who controls a Holder  within the meaning of Section 15 of the  Securities
Act and  directors  and  officers  of a Holder  shall  have the same  rights  to
contribution as such Holder,  and each director of the Company,  each officer of
the Company who signed the Registration  Statement and each Person,  if any, who
controls  the  Company  within the meaning of Section 15 of the  Securities  Act
shall have the same rights to contribution as the Company.

            (e) The  obligations of the Company and Holders under this Section 5
shall  survive  completion  of  any  offering  of  Registrable  Securities  in a
registration  statement and the termination of this  agreement.  No indemnifying
party,  in the defense of any such claim or litigation,  shall,  except with the
consent of each  indemnified  party,  consent to entry of any  judgment or enter
into any settlement which does not include as an unconditional  term thereof the
giving by the claimant or plaintiff to such indemnified  party of a release from
all  liability in respect to such claim or  litigation.

         6. Rule 144 Reporting.  With a view to making  available to each Holder
the benefits of certain  rules and  regulations  of the SEC which may permit the
sale of the  Registrable  Securities  to the public  without  registration,  the
Company agrees to use its best efforts to:

            (a) make and keep public information  available,  as those terms are
understood  and  defined  in SEC  Rule  144 or any  similar  or  analogous  rule

                                       13
<PAGE>

promulgated under the Securities Act;

            (b) file with the SEC,  in a timely  manner,  all  reports and other
documents  required of the Company  under the Exchange Act; and

            (c) so long as a Holder owns any Registrable Securities,  furnish to
such Holder forthwith upon request: a written statement by the Company as to its
compliance  with the reporting  requirements  of said Rule 144 of the Securities
Act, and of the Exchange Act; a copy of the most recent annual and/or  quarterly
report of the  Company;  and such other  reports and  documents  as a Holder may
reasonably  request  in  availing  itself of any rule or  regulation  of the SEC
allowing it to sell any such securities without registration.

         7.  Restrictions  on Transfer of Shares.  Holder agrees not to make any
disposition of all or any portion of the Shares or Registrable Securities unless
and until:

                (i) there is then in effect a registration  statement  under the
Securities Act covering such proposed  disposition and such  disposition is made
in accordance with such  registration  statement;  or

                (ii) (A) such  Holder  shall have  notified  the  Company of the
proposed  disposition  and shall have  furnished the Company with a statement of
the circumstances  surrounding the proposed  disposition,  and (B) if reasonably
requested by the Company,  such Holder shall have  furnished the Company with an
opinion  of  counsel,  which  counsel  if  other  than  Piper  Rudnick  shall be
reasonably  satisfactory to the Company and its counsel,  that such  disposition
will not require  registration  of such Shares under the  Securities  Act.

                (iii)  Notwithstanding the provisions of paragraphs (i) and (ii)
above, no such  registration  statement or opinion of counsel shall be necessary
for a transfer by a Holder which is (A) a partnership  to its partners or former
partners in  accordance  with  partnership  interests,  (B) a limited  liability
company to its members or former  members in accordance  with their  interest in
the limited liability company, or (C) to the Holder's family member or trust for
the benefit of an individual  Holder or a family  member;  provided that in each
case the  transferee  will be subject to the terms of this Agreement to the same
extent  as if he  were  an  original  Holder  hereunder.

            (b) Each certificate  representing Shares or Registrable  Securities
shall  (unless  otherwise  permitted by the  provisions  of this  Agreement)  be
stamped  or  otherwise  imprinted  with a legend  substantially  similar  to the
following (in addition to any legend required under  applicable state securities
laws):

            THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
            SECURITIES ACT OF 1933 OR ANY STATE  SECURITIES  LAWS AND MAY NOT BE
            OFFERED,  SOLD  OR  OTHERWISE  TRANSFERRED,   ASSIGNED,  PLEDGED  OR
            HYPOTHECATED  UNLESS AND UNTIL  REGISTERED  OR QUALIFIED  UNDER SUCH
            LAWS (AS  APPLICABLE)  OR UNLESS THE COMPANY HAS RECEIVED AN OPINION
            OF COUNSEL  SATISFACTORY  TO THE COMPANY  AND ITS COUNSEL  THAT SUCH

                                       14
<PAGE>


            REGISTRATION OR QUALIFICATION IS NOT REQUIRED.

            (c) The Company  shall be obligated to reissue  promptly  unlegended
certificates  at the  request  of any Holder  thereof  if the Holder  shall have
obtained an opinion of counsel  (which  counsel  may be counsel to the  Company)
reasonably  satisfactory  to the  Company if other than  Piper  Rudnick,  to the
effect  that the  securities  proposed  to be  disposed  of may  lawfully  be so
disposed  of  without  registration,  qualification  or  legend.

            (d) Any legend  endorsed on an  instrument  pursuant  to  applicable
state securities laws and the  stop-transfer  instructions  with respect to such
securities  shall be  removed  upon  receipt  by the  Company of an order of the
appropriate blue sky authority authorizing such removal.

            (e)  Subject to the  foregoing  restrictions,  the  Company  and the
Holder hereby agree that any transferee  and/or subsequent Holder of Registrable
Securities  shall be entitled  to all  benefits  and subject to all  obligations
hereunder  as  a  Holder  of  Registrable  Securities.

         8.  Miscellaneous.

            (a)  Amendments  and  Waivers.  The  provisions  of this  Agreement,
including  the  provisions  of  this  sentence,  may not be  amended,  modified,
supplemented  or waived,  nor may  consent  to  departures  therefrom  be given,
without the written  consent of the Company and the Holders of a majority of the
outstanding Registrable Securities (treating for the purpose of such computation
the  Holders  of Equity  Interests  as the  Holders  of  Registrable  Securities
issuable upon exchange of such Equity  Interests),  provided,  however,  that no
amendment,  modification,  supplement  or waiver of, or consent to the departure
from,  the  provisions of Sections 2, 3, 5, 7, or 8 hereof shall be effective as
against any Holder of Registrable  Securities  unless consented to in writing by
such  Holder  of  Registrable   Securities.   Notice  of  any  such   amendment,
modification,  supplement,  waiver or consent  adopted in  accordance  with this
Section  8(a) shall be provided  by the  Company to each  Holder of  Registrable
Securities  at  least  thirty  (30)  days  prior to the  effective  date of such
amendment, modification, supplement, waiver or consent.

            (b) Notices.  All notices and other  communications  provided for or
permitted  hereunder  shall  be made in  writing  by  hand-delivery,  registered
first-class  mail,  telex,  telecopier,  or any courier  guaranteeing  overnight
delivery,  (i) if to a Holder, at such Holder's  registered address appearing on
the register of the Company,  with a copy to Deborah Gersh, Esq., Piper Rudnick,
203 North LaSalle Street,  Chicago,  Illinois 60601, facsimile (312) 236-7516 or
(ii) if to the  Company,  at  Provectus  Pharmaceuticals,  Inc.,  7327 Oak Ridge
Highway,  Suite A,  Knoxville,  Tennessee  37931,  attention:  Timothy C. Scott,
Ph.D.,  President,  with a copy to Baker,  Donelson,  Bearman &  Caldwell,  2200
Riverview Tower, 900 South Gay Street,  Knoxville,  Tennessee 37902,  attention:
David L. Morehous, Esq., facsimile (865) 633-7120.

         All such notices and  communications  shall be deemed to have been duly
given:  at the time  delivered by hand, if personally  delivered;  five business

                                       15
<PAGE>

days after being deposited in the mail, postage prepaid, if mailed; upon receipt
of  confirmation  of  delivery,  if  telexed  or if  telecopied;  or at the time
delivered if delivered by a courier guaranteeing overnight delivery.

            (c)  Successors  and  Assigns.  This  Agreement  shall  inure to the
benefit of and be binding upon the  successors,  assigns and transferees of each
of the  parties,  including,  without  limitation  and  without  the need for an
express assignment, subsequent Holders. If any successor, assignee or transferee
of any Holder shall acquire Registrable  Securities,  in any manner,  whether by
operation of law or otherwise, such Registrable Securities shall be held subject
to all of the terms of this  Agreement,  and by taking and  holding  Registrable
Securities such Person shall be  conclusively  deemed to have agreed to be bound
by all of the terms and provisions hereof.

            (d)  Counterparts.  This  Agreement may be executed in any number of
counterparts and by the parties hereto in separate  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and all of which  taken
together shall constitute one and the same agreement.

            (e) Headings.  The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

            (f) Governing Law. This Agreement shall be governed by and construed
in accordance  with the laws of the State of Illinois  without  giving effect to
the conflicts of law provisions thereof.

            (g) Specific Performance.  The parties hereto acknowledge that there
would be no  adequate  remedy at law if any party  fails to  perform  any of its
obligations hereunder, and accordingly agree that each party, in addition to any
other remedy to which it may be entitled at law or in equity,  shall be entitled
to compel specific  performance of the obligations of any other party under this
Agreement in accordance  with the terms and  conditions of this Agreement in any
court of the United States or any State thereof having jurisdiction.

            (h) Severability. In the event one or more of the provisions of this
Agreement  should,   for  any  reason,  be  held  to  be  invalid,   illegal  or
unenforceable in any respect, such invalidity,  illegality,  or unenforceability
shall not affect any other  provisions  of this  Agreement,  and this  Agreement
shall be construed as if such invalid,  illegal or  unenforceable  provision had
never been contained herein.

            (i) Entire Agreement. This Agreement is intended by the parties as a
final  expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein.  Except as this Agreement is related to and
referenced in the  Investment  Agreement,  this  Agreement  supersedes all prior
agreements and  understandings  between the parties with respect to such subject
matter.

                          [Signature Page(s) to Follow]

                                       16
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by its duly authorized officer as of the date first written above.


                                           COMPANY:

                                           PROVECTUS PHARMACEUTICALS, INC.


                                           By: /s/ Timothy C. Scott
                                               -----------------------
                                               Name: Timothy C. Scott
                                               Title: President


                                           HOLDER:

                                           GRYFFINDOR CAPITAL PARTNERS I, L.L.C.


                                           By: /s/ Stuart Fuchs
                                               -------------------------
                                               Name: Stuart Fuchs
                                               Title: Managing Principal



                                       17
<PAGE>

                                                                    Exhibit 4.12



                             SHAREHOLDERS' AGREEMENT
                             -----------------------


This SHAREHOLDERS'  AGREEMENT (this "Agreement"),  is made as of the 26th day of
November,  2002,  by  and  among  PROVECTUS  PHARMACEUTICALS,   INC.,  a  Nevada
corporation  ("Company"),  GRYFFINDOR  CAPITAL  PARTNERS I,  L.L.C.,  a Delaware
limited liability company  ("Gryffindor") and Eric Wachter,  The Eric A. Wachter
1998 Charitable Remainder Trust, Craig Dees, The Dees Family Foundation, Timothy
D. Scott, The Scott Family Investment  Limited  Partnership,  Walter Fisher, The
Fisher Family Investment  Limited  Partnership,  The Walt Fisher 1998 Charitable
Remainder  Trust,  John  A.  Smolik  and  The  Smolik  Family  LLP  (the  "Major
Shareholders").

         WHEREAS,  on the date of this  Agreement,  the Company has entered into
that certain  Convertible Secured Promissory Note and Warrant Purchase Agreement
(the  "Purchase  Agreement")  pursuant to which Company has issued to Gryffindor
(a) a convertible  secured  promissory note in the original  principal amount of
$1,000,000  (the "Note"),  and (b) a warrant(s) to purchase  shares of Company's
common stock (the "Warrant"); and

         WHEREAS,   to  induce   Gryffindor  to  enter  into,  and  close,   the
transactions  contemplated by the Purchase Agreement,  the Note and the Warrant,
the  Company  and the Major  Shareholders  desire to provide  for,  among  other
things, voting rights, rights of first refusal, co-sale,  tag-along, and certain
other rights under certain conditions.

         NOW, THEREFORE,  in consideration of the mutual promises and agreements
set forth in this  Agreement,  the  receipt  and  adequacy  of which are  hereby
acknowledged, the parties agree as follows:

1.       Definitions

         As used in this Agreement,  the following terms shall have the meanings
set forth below.  Any terms not defined herein shall have the meanings  ascribed
to them in the Purchase Agreement, the Note and the Warrant.

(a)    "Appraiser" has the meaning set forth in Section 4.2.2.

(b)    "Authorized Warrants" has the meaning set forth in Section 2(j).

(c)    "Board of Directors" means the Board of Directors of the Company.

(d)    "Charter  Documents"  means  the  Certificate  of  Incorporation  and the
       By-laws of the Company as in effect on the date of this Agreement.

(e)    "Commission" means the Securities and Exchange  Commission or any similar
       agency then having jurisdiction to enforce the Securities Act.

(f)    "Common Stock" has the meaning set forth in the Purchase Agreement.

<PAGE>

(g)    "Common Stock  Equivalents"  means any security or obligation which is by
       its terms  convertible  into shares of Common Stock,  including,  without
       limitation:  (i) any  preferred  stock or any  option,  warrant  or other
       subscription or purchase right with respect to Common Stock; and (ii) the
       warrants and other rights set forth on Schedule 1(f).

(h)    "Common  Stock  Event" has the  meaning  set forth in Section 6.2 of this
       Agreement

(i)    "Company"  has the  meaning  set  forth in the  first  paragraph  of this
       Agreement and its permitted successors and assigns.

(j)    "Contract  Period"  has the  meaning  set forth in Section  4.1.4 of this
       Agreement.

(k)    "Family  Members"  has the  meaning  set  forth  in  Section  3.2 of this
       Agreement.

(l)    "Governmental Authority" means the government of any nation, state, city,
       locality  or  other  political  subdivision  of any of them,  any  entity
       exercising executive, legislative, judicial, regulatory or administrative
       functions of or pertaining to  government,  and any  corporation or other
       entity  owned or  controlled,  through  stock  or  capital  ownership  or
       otherwise, by any of them.

(m)    "Gryffindor  Director"  has the  meaning set forth in Section 8.3 of this
       Agreement.

(n)    "Gryffindor  Observer"  has the  meaning set forth in Section 8.3 of this
       Agreement.

(o)    "Gryffindor  Option" has the  meaning set forth in Section  4.1.2 of this
       Agreement.

(p)    "Gryffindor  Shares"  means the  shares of capital  stock of the  Company
       issuable or issued upon  conversion of the  principal and interest  under
       the Note, exercise of the Warrant, any other capital stock of the Company
       into which  such stock is  reclassified  or  reconstituted  and any other
       common stock of the Company  acquired by Gryffindor or otherwise given to
       Gryffindor pursuant to terms of this Shareholders Agreement.

(q)    "Involuntary Transfer" means any transfer,  proceeding or action by or in
       which a Shareholder shall be deprived or divested of any right,  title or
       interest in or to any of the Shares, including,  without limitation,  any
       seizure under levy of attachment or execution, any transfer in connection
       with  bankruptcy  (whether by virtue of the filing of a  voluntary  or an
       involuntary  petition under the United States Bankruptcy Code of 1978, or
       any  modifications  or  revisions to it) or other court  proceeding  to a
       debtor in possession,  trustee in bankruptcy or receiver or other officer
       or agency, any transfer to a state or to a public officer or agency under
       any statute  pertaining to escheat or abandoned property and any transfer
       as provided in a divorce or  separation  agreement or a final decree of a
       court in a divorce action.

(r)    "Involuntary  Transferee"  has the meaning set forth in Section  4.2.1 of
       this Agreement.

(s)    "Key  Shareholders"  means  Eric  Wachter,   The  Eric  A.  Wachter  1998
       Charitable  Remainder  Trust,  Craig Dees,  The Dees  Family  Foundation,

                                       2
<PAGE>

       Timothy D. Scott and The Scott Family Investment Limited  Partnership and
       any Permitted  Transferee of any of them to which Shares are  transferred
       in accordance  with Section 3.2, and the term "Major  Shareholder"  shall
       mean any of them.

(t)    "Liens" has the meaning set forth in Section 4.1.3 of this Agreement.

(u)    "Major Shareholders" means the shareholders listed in the first paragraph
       of this  Agreement and any  Permitted  Transferee of any of them to which
       Shares are  transferred  in  accordance  with  Section  3.2, and the term
       "Major Shareholder" shall mean any of them.

(v)    "New  Issuance  Notice"  has the meaning set forth in Section 5.1 of this
       Agreement.

(w)    "New  Securities"  has the  meaning  set  forth  in  Section  5.1 of this
       Agreement.

(x)    "Offer  Price"  has the  meaning  set  forth  in  Section  4.1.1  of this
       Agreement.

(y)    "Offered  Securities"  has the meaning set forth in Section 4.1.1 of this
       Agreement.

(z)    "Offering  Notice"  has the  meaning  set forth in Section  4.1.1 of this
       Agreement.

(aa)   "Option  Period"  has the  meaning  set  forth in  Section  4.1.2 of this
       Agreement.

(bb)   "Other  Shareholder"  means (a) any transferee of a Major  Shareholder or
       Gryffindor (other than a Permitted Transferee) who or which has agreed to
       be bound by the terms and conditions of this Agreement in accordance with
       Section  3.4  and to  whom or  which  Shares  have  been  transferred  in
       accordance  with Section 4.1.5 or otherwise and (b) any Person other than
       a Major  Shareholder  or a Gryffindor who or which has agreed to be bound
       by the terms and conditions of this Agreement in accordance  with Section
       7.2.

(cc)   "Permitted  Transferee"  has the meaning set forth in Section 3.2 of this
       Agreement.

(dd)   "Person"  means  any  individual,   corporation,   partnership,   limited
       liability company, firm, joint venture, association, joint stock company,
       trust,  unincorporated  organization,  Governmental  Authority  or  other
       entity.

(ee)   "Principal Shares" has the meaning set forth in the Note.

(ff)   "Proposed  Price"  has the  meaning  set  forth  in  Section  5.1 of this
       Agreement.

(gg)   "Registration Statement" means a registration statement filed pursuant to
       the Securities Act.

(hh)   "Securities  Act" means the Securities  Act of 1933, as amended,  and the
       rules and regulations promulgated under it, or any successor statute.

(ii)   "Selling  Shareholder" has the meaning set forth in Section 4.1.1 of this
       Agreement.

(jj)   "Shares" means:  (i) with respect to each Major  Shareholder,  all shares
       and warrants,  whether now owned or hereafter acquired,  of capital stock
       owned by each Major Shareholder; provided, however, that for the purposes

                                       3
<PAGE>


       of any computation of the number of Shares either outstanding or owned or
       held by any Major  Shareholder  or otherwise to be determined  hereunder,
       the shares of Common Stock issuable upon conversion, exercise or exchange
       of all Common Stock  Equivalents shall be deemed  outstanding  whether or
       not such conversion, exercise or exchange has actually been effected; and
       (ii) with respect to Gryffindor, the Gryffindor Shares.

(kk)   "Shareholders"  means (a) the Major  Shareholders  and Gryffindor and any
       Permitted Transferee who or which has agreed to be bound by the terms and
       conditions of this  Agreement in accordance  with Section 3.4 and (b) any
       Person  who has  agreed to be bound by the terms and  conditions  of this
       Agreement in  accordance  with  Section  7.2, and the term  "Shareholder"
       shall mean any of them.

(ll)   "Shareholders  Meeting"  has the  meaning set forth in Section 8.1 of the
       Agreement.

(mm)   "Tag-Along Election Notice" has the meaning set forth in Section 4.1.6 of
       this Agreement.

(nn)   "Tag-Along  Notice" has the  meaning  set forth in Section  4.1.6 of this
       Agreement.

(oo)   "Transfer" has the meaning set forth in Section 3.1 of this Agreement.

(pp)   "Transferred  Shares" has the meaning set forth in Section  4.2.1 of this
       Agreement.

(qq)   "Third Party Investor" has the meaning set forth in Section 10.10 of this
       Agreement.

(rr)   "Third  Party   Purchaser"  means  any  Person  other  than  a  Permitted
       Transferee, Gryffindor or a Major Shareholder.

(ss)   "Written  Consent"  has the  meaning  set  forth in  Section  8.1 of this
       Agreement.

2. VOTING RIGHTS

       Subject to Section 10.10,  the Company and the Major  Shareholders  agree
not to take any action with respect to the following  matters  without the prior
written consent of Gryffindor, which consent shall not be unreasonably withheld:

              (a) any  material  adverse  change in the rights,  preferences  or
       privileges of the shares of Common Stock of the Company;

              (b) any actions to  increase  or decrease  the number of shares of
       Common Stock of the Company;

              (c) any  creation  of a new  class  of  shares  having  rights  or
       privileges senior to or on a parity with the shares of Common Stock;

              (d)  declaration  or payment of any cash  dividends on any capital
       stock junior to the shares of Common Stock, or any optional redemption of
       senior, subordinated, or convertible debt;

                                       4
<PAGE>

              (e) any merger of the Company with  another  entity or sale by the
       Company of a substantial portion of its assets;

              (f) any redemption, purchase or other acquisition of the Company's
       capital stock or any payments with respect to stock  appreciation  rights
       or similar rights;

              (g) a recapitalization or reorganization;

              (h) any amendment to the Company's certificate of incorporation;

              (i) any  incurrence by the Company of any  indebtedness  providing
       for the granting of any security  interest in any of the Company's assets
       or  providing  for  any  creditor  rights  that  are not  subordinate  to
       Gryffindor's  rights  under  the  Note and any of the  other  Transaction
       Documents;

              (j) the  issuance of any  warrants by the Company  (other than the
       Warrant);  provided,however,  that the  Company  may  issue  warrants  to
       consultants  or  non-employee  directors  of the Company  (other than the
       Major Shareholders),  up to an aggregate amount not to exceed two percent
       (2%) of the  capital  stock  of the  Company  on a fully  diluted  basis,
       calculated at the time of the Closing of the transactions contemplated by
       the Purchase Agreement ("Authorized Warrants");

              (k) any increase in the number of shares of Common Stock  reserved
       for under the Company's employee stock option plan;

              (l) any sale or  transfer of the assets of any  subsidiary  of the
       Company  except  in the  ordinary  course  of  business,  or any  sale or
       transfer of the shares of capital stock of any subsidiary of the Company.
       (m) any issuance of additional  shares of capital stock of the Company or
       its subsidiaries after the date hereof; or

              (n)  any  material  change  in the  operations  of  the  Company's
       business or incurrence of any material liability by the Company.

3.     Restrictions on Transfer of Shares

       3.1 Limitation on Transfer

       (a) No Major Shareholder shall sell, give, assign,  hypothecate,  pledge,
encumber,  grant a security  interest  in or  otherwise  dispose of  (whether by
operation  of law or  otherwise)  (each a  "Transfer")  any Shares or any right,
title or interest in or to any Shares,  except in accordance with the provisions
of  this  Agreement.  In the  event  of a  Transfer,  any  Permitted  Transferee
obtaining any record or beneficial interest in or right to vote Shares as

                                       5
<PAGE>

contemplated  by this  Agreement  shall agree to be bound by this  Agreement and
shall  comply with Section 3.4. Any attempt to transfer any Shares or any rights
in them in violation of this Agreement  shall be null and void ab initio and the
Company shall not register the proposed transfer.

       (b) Neither  Gryffindor nor the Gryffindor Shares shall be subject to any
restrictions  on  Transfer  except  those   restrictions  under  the  applicable
securities laws.

       3.2 Permitted Transfers

       Notwithstanding anything to the contrary contained in this Agreement, but
subject to Sections 3.3 and 3.4: (a) without  triggering the  obligations  under
Article 4, each of the Key  Shareholders may Transfer all or a portion of his or
her Shares, to or among: (i) a member of the Key Shareholder's immediate family,
which  shall  include  his or her spouse,  siblings,  children or  grandchildren
("Family Members"); (ii) a trust, corporation,  partnership or limited liability
company,  all of the  beneficial  interests  in  which  shall be held by the Key
Shareholder  or one or more  Family  Members of the Key  Shareholder;  provided,
however,  that during the period  that any trust,  corporation,  partnership  or
limited liability  company holds any right,  title or interest in any Shares, no
Person other than the Key  Shareholder  or one or more Family Members of the Key
Shareholder  may be or become  beneficiaries,  shareholders,  limited or general
partners or members of any of them;  (iii)  another Key  Shareholder;  or (iv) a
Person that is exempt under Section  501(c) of the Internal  Revenue  Code;  (b)
without  triggering the  obligations  under Sections 4.1.1 through 4.1.6 each of
the Key Shareholders shall have the right to Transfer up to an aggregate of five
percent  (5%) of his  Shares,  which  aggregate  amount  shall  be  based on his
ownership  interest  in  the  Company  as of the  date  of  the  Closing  of the
transactions contemplated by the Purchase Agreement;  provided, however, that no
Key  Shareholder may sell more than one percent (1%) of his Shares in any ninety
(90) day period;  and (c) each of the Key  Shareholders  may pledge their Shares
pursuant to a secured  loan from a  financial  institution,  provided  that such
financial institution acknowledges and agrees that the Shares are subject to the
terms and conditions of this Agreement and that the financial  institution  will
agree to abide by the terms and  conditions  of this  Agreement  with respect to
such Shares (the Persons  referred to in the preceding  clauses (a), (b) and (c)
are each referred to as a "Permitted Transferee").  The exception granted to the
Key  Shareholders  under  Section  3.2(b) is personal  to the Key  Shareholders.
Accordingly,   a  Permitted  Transferee  of  Shares  of  a  Key  Shareholder  as
contemplated  by this  Section 3.2 shall not be  permitted  to  Transfer  Shares
pursuant to the exception granted to the Key Shareholders under Section 3.2(b).

       3.3 Permitted Transfer Notice

       If any  Major  Shareholder  wishes  to  transfer  Shares  to a  Permitted
Transferee  under  Section 3.2, the Major  Shareholder  shall give notice to the
Company  of its,  his or her  intention  to make any  transfer  permitted  under
Section 3.2 not less than ten (10) days prior to effecting the  transfer,  which
notice shall state the name and address of each Permitted  Transferee to whom or
to which the  transfer  is  proposed  and the  number of Shares  proposed  to be
transferred to the Permitted Transferee.

       3.4 Transfers in Compliance with Law; Substitution of Transferee

       Notwithstanding any other provision of this Agreement, no transfer of the

                                       6
<PAGE>

Shares  held by the  Major  Shareholders  may be made  unless  (a) the  proposed
transferee has agreed in writing to be bound by the terms and conditions of this
Agreement,  (b) the  transfer  complies  in all  respects  with  the  applicable
provisions of this Agreement and (c) the transfer  complies in all respects with
applicable federal and state securities laws, including, without limitation, the
Securities Act. If requested by the Company and/or Gryffindor  Shareholders,  in
their reasonable judgment, an opinion of counsel to the transferring Shareholder
shall  be  supplied  to  the  Company  and  Gryffindor   Shareholders,   at  the
transferring  Shareholder's  expense,  to the effect that the proposed  transfer
complies with the applicable  federal and state securities laws. Upon becoming a
party to this  Agreement:  (x) the Permitted  Transferee of a Major  Shareholder
shall be substituted  for, and shall enjoy the same rights and be subject to the
same  obligations as, the  transferring  Major  Shareholder  with respect to the
Shares transferred to the Permitted  Transferee except as specifically set forth
in  Section  3.2;  (y) an  Other  Shareholder  shall  be  subject  to  the  same
obligations as, and shall have the rights of, the transferring Major Shareholder
or  Gryffindor,  as the case may be, with respect to the Shares  transferred  to
such Other Shareholder;  and (z) the transferee of an Other Shareholder shall be
substituted  for,  and  shall  be  subject  to  the  same  obligations  as,  the
transferring  Other  Shareholder with respect to the Shares  transferred to such
transferee.

       3.5 Permitted Transfers; No Agreement to be Bound

       Notwithstanding anything to the contrary contained herein, in the event a
Major  Shareholder  shall  Transfer  all or a portion  of his or her Shares to a
Permitted   Transferee  pursuant  to  Sections  3.2(a)(iv)  or  3.2(b)  of  this
Agreement,  and such  Transfer  is pursuant  to Rule 144 of the  Securities  Act
("Rule 144  Transfer"),  such Permitted  Transferee  shall not be required to be
bound by the terms and conditions of this Agreement,  provided however,  that at
the time of the Rule 144 Transfer, the aggregate number of Shares subject to all
Transfers made by such Major  Shareholder  shall not exceed twenty percent (20%)
of the total number of Shares owned by such Major  Shareholder as of the date of
this Agreement (including but not limited to the 500,007 Shares transferred,  in
the aggregate, to the Major Shareholders pursuant to the terms and conditions of
the Convertible  Cured  Promissory Note and Warrant  Purchase  Agreement of even
date  herewith  between the  Company  and  including  those  Shares  transferred
pursuant to Section 4.1.7 of this Agreement and which are not subject to Section
7.2 of  this  Agreement)  (the  Twenty  Percent  Shares").  Notwithstanding  the
foregoing,  all Shares of such Permitted  Transferee  which are transferred by a
Major  Shareholder  pursuant  to the Rule 144  Transfer  in excess of the Twenty
Percent  Shares (). shall be subject to the terms and  conditions of Section 7.2
of this Agreement.

4.     Right of First Offer; CO-SALE AND Tag-Along Rights

       4.1 Proposed Voluntary Transfers

         4.1.1 Offering Notice

         If at any time any Key Shareholder (a "Selling  Shareholder") wishes to
transfer  all  or any  portion  of  its,  his or her  Shares  to a  Third  Party
Purchaser, the Selling Shareholder shall offer those Shares first to Gryffindor,

                                       7
<PAGE>

by sending  written  notice (the "Offering  Notice") to Gryffindor,  which shall
state  (a) the  number  of  Shares  proposed  to be  transferred  (the  "Offered
Securities")  and (b) the  proposed  purchase  price per Share which the Selling
Shareholder  is willing to accept  (the  "Offer  Price").  Upon  delivery of the
Offering Notice,  the offer shall be irrevocable  unless and until the rights of
first offer provided for in this Agreement  shall have been waived or shall have
expired.

         4.1.2 Gryffindor Option; Exercise

         (a) For a period of thirty  (30) days after the giving of the  Offering
Notice as contemplated by Section 4.1.1 (the "Option Period"),  Gryffindor shall
have the right (the  "Gryffindor  Option") to purchase all but not less than all
of the Offered  Securities at a purchase price equal to the Offer Price and upon
the  terms  and  conditions  set  forth in the  Offering  Notice.  The  right of
Gryffindor  to purchase all of the Offered  Securities  under this Section 4.1.2
shall be exercisable by delivering  written notice of the exercise of Gryffindor
Option,   prior  to  the  expiration  of  the  Option  Period,  to  the  Selling
Shareholder. The failure of Gryffindor to respond within the Option Period shall
be deemed to be a waiver of the Gryffindor Option; provided, that Gryffindor may
waive its rights under this Section 4.1.2 prior to the  expiration of the Option
Period by giving written notice to the Selling Shareholder.

         (b) If Gryffindor does not purchase all of the Offered Securities under
Section 4.1.2,  then the Selling  Shareholder  may, subject to Section 4.1.5 and
4.1.6, sell the Offered Securities to a Third-Party Purchaser in accordance with
Section 4.1.4.

         4.1.3 Closing

         The closing of the purchase of the Offered Securities subscribed for by
Gryffindor  under  Section  4.1.2  shall be held at such  time and  place as the
parties to the transaction may agree.  At the closing,  the Selling  Shareholder
shall deliver  certificates  representing the Offered Securities,  duly endorsed
for transfer and  accompanied by all requisite  transfer  taxes, if any, and the
Offered  Securities  shall be free  and  clear of any  liens,  claims,  options,
charges,  encumbrances or rights  ("Liens") (other than those arising under this
Agreement) and the Selling Shareholder shall so represent and warrant, and shall
further represent and warrant that it is the sole beneficial and record owner of
the Offered  Securities.  Gryffindor shall deliver at the closing payment of the
purchase  price  in  full  in  immediately   available  funds  for  the  Offered
Securities.  At any closing, all of the parties to the transaction shall execute
any additional documents as are otherwise necessary or appropriate.

         4.1.4 Sale to a Third-Party Purchaser

         If  Gryffindor  elects not to  purchase  the Offered  Securities  under
Section 4.1.2, the Selling  Shareholder may, subject to Section 4.1.5 and 4.1.6,
sell  the  Offered  Securities  to a  Third-Party  Purchaser  on the  terms  and
conditions set forth in the Offering Notice; provided, however, that the sale is
bona  fide and made  under a  contract  entered  into  within  sixty  (60)  days
following the earlier to occur of: (a) the waiver by Gryffindor of its option to
purchase the Offered  Securities  and (b) the  expiration of the Option Period (
such period being referred to as the "Contract Period"); and provided,  further,
that the sale shall not be  consummated  unless  and until all of the  following
conditions are met:

                                       8
<PAGE>

         (x) The Selling Shareholder shall deliver to the Company and Gryffindor
a  certificate  of a  Third-Party  Purchaser  stating  that (i) the  Third-Party
Purchaser  is aware of the rights of the  Company,  the Major  Shareholders  and
Gryffindor  contained  in this  Agreement  and (ii) prior to the purchase by the
Third-Party  Purchaser  of  any  of  the  Offered  Securities,  the  Third-Party
Purchaser  shall become a party to this  Agreement  and agree to be bound by the
terms and conditions of this Agreement in accordance with Section 3.4 hereof.

         (y) The  consummation of any sale to a Third-Party  Purchaser shall not
be subject to any conditions,  except that it may be conditioned upon the truth,
as of the closing of the proposed  purchase,  of customary  representations  and
warranties  by  the  parties  to the  transaction  and  the  delivery  of  stock
certificates and a customary legal opinion.

         (z) A Third-Party  Purchaser shall have furnished evidence satisfactory
to the Company and Gryffindor, in their reasonable judgment, as to the financial
ability of the Third-Party Purchaser to consummate the proposed purchase.

If any sale is not consummated  within the Contract Period for any reason,  then
the  restrictions  provided for in this Agreement shall again become  effective,
and no transfer of the Offered Securities may subsequently be made thereafter by
the Selling  Shareholder without again offering them to Gryffindor in accordance
with this Section 4.1.

         4.1.5  Gryffindor's  Right  to  Participate  in  the  Sale  of  Offered
Securities

         (a)  If  Gryffindor  elects  not to  purchase  the  Offered  Securities
pursuant to Section 4.1.2,  Gryffindor  shall have the right,  exercisable  upon
written  notice  to such  Selling  Shareholder  within  the  Option  Period,  to
participate in a Transfer of the Offered Securities to the Third Party Purchaser
on the same terms and conditions set forth in the Offering  Notice.  Such notice
from  Gryffindor  shall  indicate  the  number  of shares  Gryffindor  wishes to
Transfer under its right to participate. To the extent Gryffindor exercises such
right of  participation in accordance with the terms and conditions set forth in
this Section  4.1.5,  the number of Gryffindor  Shares that  Gryffindor may sell
shall  be the  number  of  Gryffindor  Shares  that  Gryffindor  wants  to  sell
multiplied by the  fraction,  the numerator of which is the number of Gryffindor
Shares held by Gryffindor and the  denominator of which is the sum of the number
of Gryffindor  Shares held by  Gryffindor  plus the number of Shares held by the
Selling  Shareholder.  The Selling Shareholder shall reduce the number of his or
her  Offered  Securities  by the number of Shares  Gryffindor  elects to sell in
accordance with this Section.

         (b) If Gryffindor  elects to  participate  in the Transfer  pursuant to
this  Section  4.1.5,  then  Gryffindor  shall effect its  participation  in the
Transfer by promptly  delivering to the Selling  Shareholder for transfer to the
prospective  Third Party Purchaser one or more  certificates,  properly endorsed
for transfer,  which  represent the number of Shares that  Gryffindor  elects to
sell.

         (c) The stock certificate or certificates  that Gryffindor  delivers at
closing  shall be  transferred  to the  prospective  Third  Party  Purchaser  in
consummation  of the sale of the  Offered  Securities  pursuant to the terms and
conditions specified in the Offering Notice, and at such closing there shall be

                                       9
<PAGE>

paid to  Gryffindor  that portion of the sale  proceeds to which  Gryffindor  is
entitled  by reason of its  participation  in such sale.  To the extent that any
prospective Third Party Purchaser refuses to purchase shares or other securities
from  Gryffindor  exercising  its  right  of  co-sale  hereunder,   the  Selling
Shareholder may only sell to such prospective  Third Party Purchaser that number
of Offered Securities that the Selling  Shareholder would have been permitted to
sell if the Gryffindor Shares had been purchased in the proposed transaction.

         (d) If  Gryffindor  does not  elect to  participate  in the sale of the
Offered Securities,  the Selling Shareholder may, not sooner than the expiration
of the Option Period or later than forty (40) days  following the  expiration of
the Option  Period,  enter into an  agreement  providing  for the closing of the
Transfer of the Offered  Securities covered by the Offering Notice within thirty
(30) days of the date such  agreement is entered into on terms and conditions no
more favorable to the Third Party Purchaser than those described in the Offering
Notice.  Any proposed Transfer on terms and conditions more favorable than those
described in the Offering Notice, as well as any subsequent proposed Transfer of
any of the Offered Securities by the Selling  Shareholder shall again be subject
to the right of first  refusal and  co-sale  rights set forth in Section 4.1 and
shall  require  compliance  by  the  Selling  Shareholder  with  the  procedures
described in Section 4.1.

         (e) The exercise or non-exercise of the rights of Gryffindor  hereunder
to  participate  in one or more  Transfers  of Offered  Securities  made by such
Selling   Shareholders  shall  not  adversely  affect   Gryffindor's  rights  to
participate in subsequent Transfers of Offered Securities.

         4.1.6 Tag-Along Rights

         (a) If the Major  Shareholders  shall desire to Transfer  fifty percent
(50%) or more of the issued and outstanding  Shares held in the aggregate by the
Major  Shareholders  in one or more bona fide  transactions to a bona fide Third
Party  Purchaser,  then the Major  Shareholders  shall give at least thirty (30)
days' advance  written notice thereof to Gryffindor  setting forth the terms and
conditions of the bona fide transaction (a "Tag-Along Notice"). Gryffindor shall
have the right to  participate in such  transaction as an additional  selling or
transferring  party, on identical terms and conditions,  by delivering a written
notice thereof (a "Tag-Along  Election Notice") to the Major Shareholders within
fourteen  (14) days after  Gryffindor's  receipt  of such  Tag-Along  Notice.  A
Tag-Along  Election  Notice shall specify the number of Shares which  Gryffindor
desires  to  Transfer  in such  transaction.  If,  at the time of the  Tag-Along
Notice,  the Note has not been converted or the Warrant has not been  exercised,
Gryffindor  shall have the right to convert  the Note and  exercise  the Warrant
immediately  in  order to  permit  Gryffindor  to  participate  in the  proposed
transaction.

         (b) If the Third  Party  Purchaser  desires to  purchase an amount less
than the sum of all of the  Shares  offered by the Major  Shareholders  plus the
Shares offered by  Gryffindor,  then the number of Shares to sold by each of the
Major  Shareholders  and  Gryffindor  shall be  determined  on a pro rata  basis
calculated based on a ratio, the numerator of which is the number of Shares held
by the  applicable  shareholder  and the  denominator of which is the sum of the
number of Gryffindor Shares held by Gryffindor plus the number of Shares held by
the Major

                                       10
<PAGE>

Shareholders  participating in the proposed transaction.  If Gryffindor shall so
elect to  Transfer  Shares in such  transaction,  then the  aggregate  number of
Shares to be sold or transferred by the Major Shareholders shall be reduced,  so
that the  aggregate  number of Shares to be sold or  transferred  to such  third
party  by  Gryffindor  and the  Major  Shareholders  shall  remain  equal to the
aggregate number of Shares which the Major Shareholders  originally  proposed to
sell or transfer in such transaction.

         4.1.7 Voluntary Transfers;No Agreement to be Bound

         Notwithstanding anything to the contrary contained herein, in the event
Gryffindor does not exercise the Gryffindor Option pursuant to Article 4 of this
Agreement, and a Major Shareholder Transfers all or a portion of its, his or her
Shares to a Third Party  Purchaser  subject to and in accordance  with the terms
and conditions of Article 4 of this  Agreement,  and such Transfer is a Rule 144
Transfer,  such Third Party  Purchaser  shall not be required to be bound by the
terms and conditions of this Agreement;  provided  however,  that at the time of
the Rule 144 Transfer,  the aggregate  number of Shares subject to all Transfers
made by such Major Shareholder shall not exceed the Twenty Percent Shares (which
includes those Shares transferred  pursuant to Section 3.5 of this Agreement and
which are not subject to Section  7.2 of this  Agreement).  Notwithstanding  the
foregoing,  all Shares transferred to a Third Party Purchaser in accordance with
the terms and  conditions of Article 4 of this Agreement in excess of the Twenty
Percent  Shares,  shall be subject to the terms and conditions of Section 7.2 of
this Agreement.


         4.2 Involuntary Transfers

             4.2.1 Rights of First Offer upon Involuntary Transfer

             Subject  to  compliance  with  applicable  law,  if an  Involuntary
Transfer  of any Shares  (the  "Transferred  Shares")  owned by any of the Major
Shareholders  shall  occur,  then  the  Key  Shareholders   (excluding  the  Key
Shareholder(s)  whose Shares are the subject of the  Involuntary  Transfer)  and
Gryffindor  shall have the same rights as specified in Sections 4.1.2 and 4.1.3,
respectively,  with  respect  to the  Transferred  Shares as if the  Involuntary
Transfer had been a proposed voluntary transfer by a Selling Shareholder and the
transfer of the Transferred  Shares shall be governed by Section 4.1 except that
(a) the time periods  shall run from the later of (i) the date of receipt by the
other  Key  Shareholders  and  Gryffindor  of actual  notice of the  Involuntary
Transfer  and (ii) the date the  purchase  price is  agreed as  provided  for in
clause (d) below,  (b) the rights shall be exercised by notice to the transferee
of the  Transferred  Shares (the  "Involuntary  Transferee")  rather than to the
Shareholder  who  suffered  or will  suffer the  Involuntary  Transfer,  (c) the
Involuntary  Transferees  shall be required to sell to the Key  Shareholders and
Gryffindor  all  or  any  portion  of  the  Transferred  Shares  which  the  Key
Shareholders and/or Gryffindor notify the Involuntary  Transferee that they wish
to purchase,  and (d) the purchase price per  Transferred  Share shall be agreed
upon by the Involuntary  Transferee and the Key Shareholders  and/or Gryffindor,
as the case may be; provided,  however,  that if the parties fail to agree as to
the  purchase  price,  the  purchase  price  shall  be  the  Fair  Value  of the
Transferred Shares as determined in accordance with Section 4.2.2.

                                       11
<PAGE>

             4.2.2 Fair Value

             If the  parties  fail to  agree  upon  the  purchase  price  of the
Transferred  Shares  in  accordance  with  Section  4.2.1  hereof,  then the Key
Shareholders  and/or  Gryffindor,  as  the  case  may  be,  shall  purchase  the
Transferred Shares at a purchase price equal to the Fair Value (as defined below
in this paragraph) of the Transferred  Shares. The Fair Value of the Transferred
Shares shall be determined by an independent appraiser (the "Appraiser"),  which
shall  be  a  nationally   recognized  investment  banking  firm  or  nationally
recognized  expert  experienced  in the valuation of  corporations  engaged in a
business  similar to that  conducted  by the  Company.  The  Appraiser  shall be
selected by the Key Shareholders who desire to purchase  Transferred  Shares and
Gryffindor,  and shall be reasonably  acceptable to the Involuntary  Transferee.
The Appraiser shall conduct its  determination  as promptly as practicable.  The
determination  by the  Appraiser  shall be final and binding on the  Involuntary
Transferee,  the Key  Shareholders  and Gryffindor.  The Involuntary  Transferee
shall be responsible for the fees and expenses of the Appraiser. For purposes of
this Section 4.2.2,  the "Fair Value" of the  Transferred  Shares means the fair
market  value of the  Transferred  Shares  determined  in  accordance  with this
Section 4.2.2 based upon all considerations that the Appraiser  determines to be
relevant.

             4.2.3 Closing

             The closing of any purchase under this Section 4.2 shall be held at
such time and place as the parties to the transaction may agree. At any closing,
the  Involuntary  Transferee  shall deliver  certificates,  if such  Involuntary
Transferee  possesses  such  certificates,  or other  instruments  or  documents
representing the Transferred Shares being purchased under this Section 4.2, duly
endorsed  with  a  signature  guarantee  for  transfer  and  accompanied  by all
requisite  transfer taxes, if any, and the Transferred  Shares shall be free and
clear of any Liens  (other than those  arising  hereunder)  arising  through the
action or inaction of the Involuntary  Transferee and the Involuntary Transferee
shall so represent and warrant, and further represent and warrant that it is the
beneficial owner of the Transferred Shares. The Key Shareholders  purchasing the
Transferred  Shares  and/or  Gryffindor,  as the case may be,  shall  deliver at
closing payment of the purchase price in full in immediately available funds for
the Transferred  Shares.  At the closing,  all parties to the transaction  shall
execute any additional documents as are otherwise necessary or appropriate.

             4.2.4 General

             If  the  provisions  of  this  Section  4.2  shall  be  held  to be
unenforceable  with  respect to any  particular  Involuntary  Transfer,  the Key
Shareholders  and Gryffindor  shall have the rights  specified in Sections 4.1.2
and  4.1.3,  respectively,  with  respect  to  any  transfer  by an  Involuntary
Transferee of the Shares,  and each Key  Shareholders  and Gryffindor agree that
any  Involuntary  Transfer  shall be subject to those rights,  in which case the
Involuntary  Transferee  shall  be  deemed  to be the  Selling  Shareholder  for
purposes of Sections 4.1.2 and 4.1.3 of this Agreement and shall be bound by the
provisions  of Sections  4.1.2 and 4.1.3 and other  related  provisions  of this
Agreement.


                                      12
<PAGE>

5.     Rights on Future Issuance of Shares

       5.1 Offering Notice

       Except for the Authorized Warrants and capital stock of the Company which
may be issued to  employees,  consultants  or directors of the Company under the
Company's  employee stock option plan, if the Company wishes to issue any shares
of capital stock or any other  securities  convertible  into or exchangeable for
capital stock of the Company (collectively, "New Securities") to any Person (the
"Subject  Purchaser"),  then the Company shall offer the New Securities on a pro
rata basis to Gryffindor by sending  written notice (the "New Issuance  Notice")
to  Gryffindor,  which New  Issuance  Notice  shall  state (a) the number of New
Securities  proposed to be issued and (b) the proposed  purchase price per share
of the New  Securities  that the  Company is willing  to accept  (the  "Proposed
Price").  Upon  delivery of the New  Issuance  Notice,  it shall be  irrevocable
unless and until the rights  provided  for in Section 5.2 shall have been waived
or shall have expired.

       5.2 Preemptive Rights; Exercise

       (a) For a period of thirty (30) days after the giving of the New Issuance
Notice as provided in Section 5.1,  Gryffindor shall have the right to purchase,
on a pro  rata  basis,  the New  Securities  at a  purchase  price  equal to the
Proposed  Price and upon the terms and  conditions set forth in the New Issuance
Notice.  Gryffindor's pro rata share is equal to the ratio of: (i) the number of
shares of the  Company's  capital stock  (including  all shares of capital stock
issued or issuable upon conversion of the Gryffindor Shares) of which Gryffindor
is  deemed  to be a  holder  immediately  prior  to  the  issuance  of  the  New
Securities,  to (ii) the total  number of  shares of the  Company's  outstanding
capital  stock  (including  all shares of capital  stock issued or issuable upon
conversion of the Gryffindor  Shares)  immediately  prior to the issuance of the
New Securities.

       (b)  The  right  of  Gryffindor  to  purchase  the New  Securities  under
subsection (a) above shall be  exercisable  by delivering  written notice of its
exercise, prior to the expiration of the 30-day period referred to in subsection
(a) above, to the Company, which notice shall state the amount of New Securities
that Gryffindor elects to purchase as provided in Section 5.2(a). The failure of
Gryffindor to respond within the 30-day period shall be deemed to be a waiver of
Gryffindor's rights under Section 5.2(a); provided that Gryffindor may waive its
rights under  Section  5.2(a) prior to the  expiration  of the 30-day  period by
giving written notice to the Company.

       5.3 Closing

       The  closing  of  the  purchase  of  New  Securities  subscribed  for  by
Gryffindor under Section 5.2 shall be held at such time and place as the parties
to the  transaction  may  agree.  At the  closing,  the  Company  shall  deliver
certificates  representing  the New Securities,  and the New Securities shall be
issued  free and clear of all  Liens  and the  Company  shall so  represent  and
warrant,  and further  represent and warrant that the New  Securities  shall be,

                                       13
<PAGE>

upon issuance of the New  Securities to Gryffindor and after payment for the New
Securities,  duly  authorized,  validly  issued,  fully paid and  nonassessable.
Gryffindor shall deliver at the closing payment in full in immediately available
funds for the New Securities purchased by Gryffindor. At the closing, all of the
parties to the  transaction  shall  execute any  additional  documents  that are
otherwise necessary or appropriate.

       5.4 Failure to Consummate Sale

       If the sale is not consummated  within the three (3) month period for any
reason, then the restrictions  provided for in this Agreement shall again become
effective,  and no issuance and sale of New Securities may  subsequently be made
by the Company without again offering the New Securities in accordance with this
Article 5. The closing of any issue and  purchase  contemplated  by this Section
5.4 shall be held at the time and place as the  parties to the  transaction  may
agree.

6. ANTI-DILUTION

       6.1 Conversion Price

       The initial  Conversion Price shall be the Conversion Price as defined in
the Note. The Conversion  Price shall be subject to adjustment from time to time
as provided below.

       6.2 Adjustment Upon Common Stock Event

       Upon the happening of a Common Stock Event (as hereinafter defined),  the
Conversion Price shall,  simultaneously  with the happening of such Common Stock
Event,  be adjusted by multiplying  the Conversion  Price in effect  immediately
prior to such Common Stock Event by a fraction, (a) the numerator of which shall
be the number of shares of Common Stock issued and outstanding immediately prior
to such Common Stock Event, and (b) the denominator of which shall be the number
of shares of Common Stock issued and outstanding  immediately  after such Common
Stock Event,  and the product so obtained  shall  thereafter  be the  Conversion
Price. As used herein, the term "Common Stock Event" shall mean (w) the issuance
by the  Company of  additional  shares of Common  Stock as a  dividend  or other
distribution on outstanding  Common Stock,  (x) a subdivision of the outstanding
shares of Common Stock into a greater number of shares of Common Stock, or (y) a
combination of the  outstanding  shares of Common Stock into a smaller number of
shares of Common  Stock,  or (z) the  issuance  by the Company of any options or
warrants (other than those specifically set forth on Schedule 1(f) hereto).

       6.3 Adjustments for Other Dividends and Distributions

       If at any time or from time to time the Company  pays a dividend or makes
another distribution to the holders of the Common Stock payable in securities of
the  Company  other  than  shares of  Common  Stock,  then in each  such  event,
provision  shall be made so that the  holders  of the  Gryffindor  Shares  shall
receive upon conversion  thereof,  the amount of securities of the Company which
they would have received had the Note and/or  Warrant been converted into Common
Stock on the date of such event (or such record  date,  as  applicable)  and had
they  thereafter,  during the period from the date of such event (or such record
date,  as  applicable)  to and  including  the  conversion  date,  retained such

                                       14
<PAGE>

securities  receivable by them as aforesaid  during such period,  subject to all
other  adjustments  called for during such period under this Section  4.1.8 with
respect to the rights of the holders of the Gryffindor Shares or with respect to
such other securities by their terms.

       6.4 Adjustment for Reclassification, Exchange and Substitution

       If at any time or from time to time the Common  Stock  issuable  upon the
conversion  of the Note or exercise of the Warrant is changed into the same or a
different  number  of  shares  of any class or  classes  of  stock,  whether  by
recapitalization,  reclassification  or otherwise  (other than by a Common Stock
Event or a stock  dividend,  reorganization,  merger,  consolidation  or sale of
assets  provided  for  elsewhere in this Article 6), then in any such event each
holder of  Gryffindor  Shares  shall have the right  thereafter  to convert such
stock  into the kind and  amount  of stock  and other  securities  and  property
receivable  upon  such  recapitalization,  reclassification  or other  change by
holders of the number of shares of Common  Stock into which Note and/or  Warrant
could  have  been  converted   immediately   prior  to  such   recapitalization,
reclassification or change, all subject to further adjustment as provided herein
or with respect to such other securities or property by the terms thereof.

       6.5 Sale of Shares Below Conversion Price

         6.5.1 Adjustment Formula

         If at any time or from time to time the Company issues or sells,  or is
deemed by the provisions of this Section 6.5 to have issued or sold,  Additional
Shares of Common Stock (as  hereinafter  defined),  otherwise than in connection
with a Common Stock Event as provided in Section 6.2, a dividend or distribution
as  provided  in Section 6.3 or a  recapitalization,  reclassification  or other
change as  provided  in  Section  6.4,  at an  Effective  Price (as  hereinafter
defined) that is less than the Conversion Price in effect  immediately  prior to
such issue or sale,  then, and in each such case, the Conversion  Price shall be
reduced,  as of the close of business on the date of such issue or sale,  to the
Effective Price at which such Additional Shares of Common Stock are so issued or
sold.

         6.5.2 Certain Definitions

         For the purpose of making any  adjustment  required  under this Section
6.5:

         (a) "Additional Shares of Common Stock" shall mean all shares of Common
Stock issued by the Company after the date hereof,  whether or not  subsequently
reacquired  or retired by the  Company,  other than:  (A) shares of Common Stock
issued or issuable upon  conversion of the Note and/or  exercise of the Warrant;
and (B) up to 2,000,000  shares of Common Stock (or options,  warrants or rights
therefor)  issued to  employees,  officers,  or  directors  of, or  contractors,
consultants or advisers to, the Company  pursuant to the Company's 2002 Employee
Stock Option Plan (such number of shares to be calculated net of any repurchases
of such shares by the Company and net of any such expired or terminated options,
warrants or rights and to be  proportionally  adjusted to reflect any subsequent
Common Stock Event);

         (b) "Aggregate  Consideration Received" by the Company for any issue or
sale (or deemed issue or sale) of securities shall (A) to the extent it consists

                                       15
<PAGE>

of cash, be computed at the gross amount of cash received by the Company  before
deduction  of  any   underwriting  or  similar   commissions,   compensation  or
concessions paid or allowed by the Company in connection with such issue or sale
and without deduction of any expenses payable by the Company;  (B) to the extent
it consists of property  other than cash,  be computed at the fair value of that
property  as  determined  in good  faith by the Board  (with the  consent of the
Gryffindor  Director,  which  shall not be  unreasonably  withheld);  and (C) if
Additional Shares of Common Stock,  Convertible  Securities or Rights or Options
to purchase either Additional  Shares of Common Stock or Convertible  Securities
are issued or sold  together  with other stock or  securities or other assets of
the Company for a consideration which covers both, be computed as the portion of
the consideration so received that may be reasonably determined in good faith by
the Board to be allocable to such Additional Shares of Common Stock, Convertible
Securities or Rights or Options.

         (c)  "Convertible  Securities"  shall  mean  stock or other  securities
convertible into or exchangeable for shares of Common Stock.

         (d) "Effective  Price" of Additional  Shares of Common Stock shall mean
the quotient  determined  by dividing the total number of  Additional  Shares of
Common  Stock  issued or sold,  or deemed  to have been  issued or sold,  by the
Company under this Section 6.5, into the Aggregate  Consideration  Received,  or
deemed to have been  received,  by the Company  under this  Section 6.5, for the
issuance of such Additional Shares of Common Stock; and

         (e) "Rights or Options" shall mean warrants, options or other rights to
purchase or acquire shares of Common Stock or Convertible Securities.

         6.5.3 Deemed Issuances

         For the  purpose  of making  any  adjustment  to the  Conversion  Price
required  under this Section  6.5, if the Company  issues or sells any Rights or
Options or Convertible  Securities  and if the Effective  Price of the shares of
Common  Stock  issuable  upon  exercise  of such  Rights or  Options  and/or the
conversion or exchange of Convertible  Securities (computed without reference to
any additional or similar protective or anti-dilution  clauses) is less than the
Conversion  Price then in effect for the  Gryffindor  Shares,  then the  Company
shall be deemed to have  issued,  at the time of the  issuance  of such  Rights,
Options or Convertible  Securities,  that number of Additional  Shares of Common
Stock that is equal to the  maximum  number of shares of Common  Stock  issuable
upon exercise or conversion of such Rights,  Options or  Convertible  Securities
upon  their  issuance  and to  have  received,  as the  Aggregate  Consideration
Received for the issuance of such shares, an amount equal to the total amount of
the  consideration,  if any,  received by the  Company for the  issuance of such
Rights or Options or Convertible Securities, plus, in the case of such Rights or
Options,  the minimum amounts of  consideration,  if any, payable to the Company
upon the  exercise  in full of such  Rights  or  Options,  plus,  in the case of
Convertible Securities, the minimum amounts of consideration, if any, payable to
the Company (other than by cancellation of liabilities or obligations  evidenced
by such  Convertible  Securities)  upon  the  conversion  or  exchange  thereof,
provided that:

                                       16
<PAGE>

         (i) if the minimum amounts of such consideration cannot be ascertained,
but are a function of  anti-dilution  or similar  protective  clauses,  then the
Company  shall be deemed to have received the minimum  amounts of  consideration
without reference to such clauses;

         (ii) if the minimum amount of consideration payable to the Company upon
the exercise of Rights or Options or the  conversion or exchange of  Convertible
Securities  is reduced over time or upon the  occurrence  or  non-occurrence  of
specified  events other than by reason of  anti-dilution  or similar  protective
adjustments,  then the Effective Price shall be recalculated using the figure to
which such minimum amount of consideration is reduced; and

         (iii) if the  minimum  amount of  consideration  payable to the Company
upon the  exercise  of such Rights or Options or the  conversion  or exchange of
Convertible Securities is subsequently increased, then the Effective Price shall
again be  recalculated  using the  increased  minimum  amount  of  consideration
payable  to the  Company  upon the  exercise  of such  Rights or  Options or the
conversion or exchange of such Convertible Securities.

No further  adjustment of the  Conversion  Price,  adjusted upon the issuance of
such Rights or Options or Convertible  Securities,  shall be made as a result of
the actual issuance of shares of Common Stock on the exercise of any such Rights
or Options or the conversion or exchange of any such Convertible Securities.  If
any such  Rights or Options or the  conversion  rights  represented  by any such
Convertible  Securities shall expire without having been fully  exercised,  then
the Conversion  Price as adjusted upon the issuance of such Rights or Options or
Convertible  Securities  shall be readjusted to the Conversion Price which would
have  been in effect  had an  adjustment  been  made on the basis  that the only
shares of Common Stock so issued were the shares of Common  Stock,  if any, that
were actually issued or sold on the exercise of such Rights or Options or rights
of conversion  or exchange of such  Convertible  Securities,  and such shares of
Common  Stock,  if any,  were  issued  or sold  for the  consideration  actually
received by the Company  upon such  exercise,  plus the  consideration,  if any,
actually received by the Company for the granting of all such Rights or Options,
whether or not exercised, plus the consideration received for issuing or selling
all such  Convertible  Securities  actually  converted  or  exchanged,  plus the
consideration,  if  any,  actually  received  by  the  Company  (other  than  by
cancellation  of  liabilities  or  obligations  evidenced  by  such  Convertible
Securities)  on the  conversion  or  exchange  of such  Convertible  Securities,
provided  that  such  readjustment  shall  not  apply  to prior  conversions  of
Preferred Stock. In the event that the Gryffindor  Shares have been converted at
the adjusted Conversion Price prior to the expiration of such Rights, Options or
rights of conversion or exchange (the "Pre-readjustment Converted Shares"), then

                                       17
<PAGE>

notwithstanding  the foregoing the Conversion  Price  following such  expiration
shall be that  amount  which,  when used to  calculate  the  number of shares of
Common Stock into which the remaining shares  convertible  under the Note and/or
exercisable  under the  Warrant,  results in a number of shares of Common  Stock
which,  when added to the number of shares of Common Stock previously  issued on
conversion of the Note and exercise of the Warrant,  equals the number of shares
of Common Stock which would have been issuable  following such  readjustment had
the Pre-readjustment Converted Shares not been converted.

         6.5.4 Certificate of Adjustment

         In each case of an adjustment or readjustment of the Conversion  Price,
the Company, at its expense,  shall cause its Chief Financial Officer to compute
such adjustment or  readjustment  in accordance  with the provisions  hereof and
prepare a certificate  showing such adjustment or  readjustment,  and shall mail
such  certificate,  by first class mail,  postage  prepaid,  to each  registered
holder  of the  Gryffindor  Shares  at the  holder's  address  as  shown  in the
Company's books.

7.       After-Acquired Securities; Agreement to be Bound

       7.1 After-Acquired Securities

       All of the provisions of this Agreement  shall apply to all of the Shares
and Common  Stock  Equivalents  now owned or which may be issued or  transferred
subsequent to the execution of this Agreement to a Shareholder in consequence of
any additional  issuance,  purchase,  exchange or reclassification of any of the
Shares or Common Stock Equivalents,  corporate reorganization, or any other form
of recapitalization,  consolidation,  merger, share split or share dividend,  or
which are acquired by a Shareholder in any other manner.

       7.2 Agreement to be Bound

       Except:with  respect to shares  issued under the  Company's  stock option
plan to Persons who are not Major  Shareholders  and Daniel  Hamilton and shares
issued  pursuant  to the  Authorized  Warrants  to  Persons  who are  not  Major
Shareholders  and  Daniel  Hamiltonthe  Company  shall not  issue any  shares of
Company capital stock or any Common Stock  Equivalents to any Person not a party
to this  Agreement,  unless  either  (a) the  Person has agreed in writing to be
bound by the  terms and  conditions  of this  Agreement  or (b) the  Person  has
entered into an agreement with the Company  restricting the transfer of its, his
or her shares in form and substance reasonably satisfactory to Gryffindor.  Upon
becoming a party to this  Agreement,  the Person shall be deemed to be and shall
be subject to the same  obligations  as an Other  Shareholder.  Any  issuance of
shares or any Common  Stock  Equivalents  by the  Company in  violation  of this
Section 7.2 shall be null and void ab initio.

8.       Corporate Governance

       8.1 General

       From and after the  execution  of this  Agreement,  subject to the rights
granted to Gryffindor  in Section 2 of this  Agreement,  each Major  Shareholder
shall  vote  its,  his or her  Shares  at any  regular  or  special  meeting  of
shareholders of the Company (a "Shareholders Meeting") or in any written consent
executed in lieu of a meeting of shareholders (a "Written  Consent"),  and shall
take all  other  actions  necessary  to give  effect to the  provisions  of this
Agreement (including, without limitation, Section 8.3 hereof) and to ensure that
the Charter  Documents do not, at any subsequent  time,  conflict in any respect
with the provisions of this Agreement. In addition, each Major Shareholder shall

                                       18
<PAGE>

vote  its,  his or her  Shares at any  Shareholders  Meeting  or act by  Written
Consent with respect to its, his or her Shares,  upon any matter  submitted  for
action by the Company's  shareholders  or with respect to which the  Shareholder
may vote or act by Written  Consent,  in conformity  with the specific terms and
provisions of this Agreement and the Charter Documents.

       8.2 Shareholder Actions

       To  effectuate  the  provisions of this Article 8, each  Shareholder  (a)
hereby  agrees  that  when any  action  or vote is  required  to be taken by the
Shareholder as provided in this Agreement,  the  Shareholder  shall use its best
efforts to call, or cause the appropriate  officers and directors of the Company
to call, a Shareholders  Meeting or to execute or cause to be executed a Written
Consent to effectuate the shareholder action, (b) shall use its, his or her best
efforts  to cause the Board of  Directors  to adopt,  either at a meeting of the
Board of Directors or by unanimous  written  consent of the Board of  Directors,
all the resolutions necessary to effectuate the provisions of this Agreement and
(c) shall use its,  his or her best  efforts to cause the Board of  Directors to
cause the Secretary of the Company, or if there be no secretary, another officer
of the  Company  appointed  by the Board of  Directors  to fulfill the duties of
Secretary,  not to  record  any vote or  consent  contrary  to the terms of this
Article 8.

       8.3 Major Shareholders'  Election of Gryffindor Director to the Company's
Board of Directors; Observer Rights

       (a) Each  Major  Shareholder  shall  vote its,  his or her  Shares at any
Shareholders  Meeting, or act by Written Consent with respect to the Shares, and
take all  other  actions  necessary  to cause to the Board of  Directors  of the
Company to (i) consist of no less than three but no greater than five directors,
one of which shall be the Gryffindor  Director in accordance  with the terms set
forth herein;

       (b) Upon Gryffindor's request, each Major Shareholder shall vote its, his
or her  Shares at any  Shareholders  Meeting,  or act by  Written  Consent  with
respect  to the  Shares,  and take all other  actions  necessary  to cause to be
elected to the Board of  Directors  of the Company one  director  designated  in
writing from time to time by Gryffindor (the "Gryffindor Director");

       (c) At such time as a representative of Gryffindor is duly elected to the
Board of Directors of the Company,  then immediately upon the  representative of
Gryffindor joining the Board of Directors,  the Board of Directors shall consist
of at least three, but no more than five , directors.

       (d) Upon Gryffindor's request, each Major Shareholder shall vote its, his
or her  Shares at any  Shareholders  Meeting,  or act by  Written  Consent  with
respect  to the  Shares,  and take all  other  actions  necessary  to cause  the
Gryffindor Director to be elected or appointed to each committee of the Board of
Directors;

       (e) At any time that a  Gryffindor  Director is not a member of the Board
of  Directors,  Gryffindor  shall have the right to  designate  one person  (the

                                       19
<PAGE>


"Gryffindor  Observer")  to attend all meetings of the Board of  Directors,  and
such  person  shall be  permitted,  to the  extent  practicable,  to attend  all
meetings of Committees thereof, as an observer, who also shall have the right to
receive all  materials  sent or given to the Board of  Directors;(f)  If, at any
time,  a  vacancy  is  created  on the  Board  of  Directors  by  reason  of the
incapacity,  death,  removal or  resignation of the  Gryffindor  Director,  then
Gryffindor  shall  designate  an  individual  who shall be  elected  to fill the
vacancy until the next Shareholders Meeting; and

       (g)Upon  receipt of notice of the  designation  of a nominee,  each Major
Shareholder  shall,  as soon as practicable  after the date of the notice,  take
action,  including  the voting of its, his or her Shares,  to elect the director
designated to fill the vacancy pursuant to the foregoing provisions.

       8.4  Company's  Election  of  Gryffindor  Director  to  Xantech  Board of
Directors; Observer Rights

       (a) The  Company  agrees to use all  reasonable  efforts,  and each Major
Shareholder agrees to vote its, his or her Shares, to cause the Company, to vote
its shares ("Xantech Shares") in Xantech  Pharmaceuticals,  Inc., a wholly owned
subsidiary of the Company  ("Xantech") at any Xantech  shareholders  meeting, or
act by Written  Consent with respect to the Xantech  Shares,  and take all other
actions necessary to cause the board of directors of Xantech (the "Xantech Board
of  Directors")  to  consist  of no less  than  three but no  greater  than five
directors,  one of which shall be the Gryffindor Director in accordance with the
terms set forth herein;

       (b)  Upon  Gryffindor's  request  (i)  the  Company  agrees  to  use  all
reasonable  efforts,  and (ii) each Major Shareholder agrees to vote its, his or
her Shares,  to cause the  Company,  to vote its  Xantech  Shares at any Xantech
shareholders  meeting,  or act by Written  Consent  with  respect to the Xantech
Shares,  and take all other  actions  necessary  to cause to be  elected  to the
Xantech Board of Directors, the Gryffindor Director;

       (c) At such time as a representative of Gryffindor is duly elected to the
Xantech  Board  of  Directors,  then  immediately  upon  the  representative  of
Gryffindor  joining  the  Xantech  Board  of  Directors,  the  Xantech  Board of
Directors shall consist of at least three, but no more than five,directors.

       (d)  Upon  Gryffindor's  request  (i)  the  Company  agrees  to  use  all
reasonable  efforts,  and (ii) each Major Shareholder agrees to vote its, his or
her Shares,  to cause the  Company,  to vote its  Xantech  Shares at any Xantech
shareholders  meeting,  or act by Written  Consent  with  respect to the Xantech
Shares, and take all other actions necessary to cause the Gryffindor Director to
be elected or appointed to each committee of the Xantech Board of Directors;

       (e) At any time that a Gryffindor Director is not a member of the Xantech
Board of  Directors,  Gryffindor  shall have the right to designate a Gryffindor

                                       20
<PAGE>

Observer  to attend all  meetings of the Xantech  Board of  Directors,  and such
person shall be permitted, to the extent practicable,  to attend all meetings of
committees thereof, as an observer, who also shall have the right to receive all
materials sent or given to the Xantech Board of Directors.

       (f) If, at any  time,  a  vacancy  is  created  on the  Xantech  Board of
Directors by reason of the  incapacity,  death,  removal or  resignation  of the
Gryffindor Director,  then Gryffindor shall designate an individual who shall be
elected to fill the vacancy until the next Xantech shareholders meeting; and

       (g) Upon receipt of notice of the  designation of a nominee,  the Company
agrees to use all reasonable efforts,  and each Major Shareholder agrees to vote
its, his or her Shares,  to cause the Company,  as soon as practicable after the
date of the notice, to take action,  including the voting of its Xantech Shares,
to elect the director  designated to fill the vacancy  pursuant to the foregoing
provisions.


       8.5 Reimbursement of Expenses

       Notwithstanding anything to the contrary contained in this Agreement, the
Company  shall  reimburse  Gryffindor  or their  respective  designees,  for all
reasonable travel and accommodation expenses incurred by the Gryffindor Director
in  connection  with the  performance  of his or her duties as a director of the
Company.

9. Stock Certificate Legend

       A copy of this Agreement shall be filed with the Secretary of the Company
and kept with the records of the Company.  Each certificate  representing Shares
now held or subsequently  acquired by any Major Shareholder shall for as long as
this Agreement is effective bear legends substantially in the following forms:

                  THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
         THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED
         EXCEPT  UNDER AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE ACT AND
         APPLICABLE STATE SECURITIES LAWS OR UNDER AN APPLICABLE  EXEMPTION FROM
         THE   REGISTRATION   REQUIREMENTS  OF  THE  ACT  AND  APPLICABLE  STATE
         SECURITIES LAWS.

                  THE SALE, ASSIGNMENT,  HYPOTHECATION,  PLEDGE,  ENCUMBRANCE OR
         OTHER  DISPOSITION  (EACH  A  "TRANSFER")  AND  VOTING  OF  ANY  OF THE
         SECURITIES  REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS
         OF THE  SHAREHOLDERS  AGREEMENT,  DATED AS OF  NOVEMBER  26,  2002 (THE
         "SHAREHOLDERS AGREEMENT"),  AMONG PROVECTUS PHARMACEUTICALS,  INC., AND
         THE  SHAREHOLDERS  NAMED  THEREIN.  THE COMPANY  WILL NOT  REGISTER THE
         TRANSFER OF THE SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL
         THE  TRANSFER  HAS  BEEN  MADE IN  COMPLIANCE  WITH  THE  TERMS  OF THE

                                       21
<PAGE>

         SHAREHOLDERS   AGREEMENT.   THE  COMPANY   WILL  MAIL  A  COPY  OF  THE
         SHAREHOLDERS  AGREEMENT,  TOGETHER  WITH A COPY OF THE EXPRESS TERMS OF
         THE SECURITIES AND THE OTHER CLASS OR CLASSES AND SERIES OF SHARES,  IF
         ANY, WHICH THE COMPANY IS AUTHORIZED TO ISSUE,  TO THE RECORD HOLDER OF
         THIS CERTIFICATE,  WITHOUT CHARGE,  WITHIN FIVE DAYS AFTER RECEIPT OF A
         WRITTEN REQUEST FOR IT.

Each  certificate  representing  Shares  now held or  subsequently  acquired  by
Gryffindor  shall bear legends  substantially  in the  following  form until the
earlier  of:  (a) the date on which the Shares are  registered  for public  sale
pursuant to a Registration  Statement;  and (b) the date on which the Shares may
otherwise be sold in accordance  with the applicable  securities  laws, at which
time,  in the case of  either  (a) or (b),  the  Company  shall  take all  steps
necessary to remove such legends and reissue certificates without such legends:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "ACT"),  OR THE
         SECURITIES  LAWS OF ANY STATE.  THE  SECURITIES  MAY NOT BE TRANSFERRED
         EXCEPT  UNDER AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE ACT AND
         APPLICABLE STATE SECURITIES LAWS OR UNDER AN APPLICABLE  EXEMPTION FROM
         THE   REGISTRATION   REQUIREMENTS  OF  THE  ACT  AND  APPLICABLE  STATE
         SECURITIES LAWS.

10.      Miscellaneous

       10.1 Notices

       All  notices,  requests,  demands  and other  communications  required or
permitted  under this  Agreement  or by law shall be in writing and given to the
parties at the address  listed  below (or to such other  address as shall at any
time be  designated  by any  party in  writing  to the  other  parties):  (a) by
certified U.S. mail, return receipt requested, postage prepaid; (b) by facsimile
transmission (provided confirmation of the receipt thereof is obtained);  (c) by
recognized  overnight  courier  service  (e.g.,  Federal  Express);  or  (d)  by
hand-delivery:

                To Gryffindor:         Gryffindor Capital Partners I, L.L.C.
                                       150 North Wacker Drive, Suite 800
                                       Chicago, Illinois 60606
                                       Facsimile: (312) 499-1935
                                       Attention: Stuart Fuchs


                with a copy to:        Piper Rudnick
                                       203 N. LaSalle Street
                                       Suite 1800
                                       Chicago, IL  60504
                                       Attn:  Deborah Gersh

                                       22
<PAGE>

                To Provectus:          Provectus Pharmaceuticals, Inc.
                                       7327 Oak Ridge Highway, Suite A
                                       Knoxville, TN  37931
                                       Attn:  Timothy C. Scott, Ph.D., President
                                       Facsimile: (865) 539-9654

                with a copy to:        Baker, Donelson, Bearman & Caldwell
                                       2200 Riverview Tower
                                       900 South Gay Street
                                       Knoxville, TN  37902
                                       Attn:  David L. Morehous, Esq.
                                       Facsimile:  (865) 633-7120

       If to any other Shareholder,  at its, his or her address as it appears on
the record books of the Company.  All such notices shall be deemed effective (a)
when actually delivered or when sent by facsimile (upon electronic  confirmation
of receipt),  (b) three days after being  deposited  in the United  States mail,
first  class,  postage  prepaid,  or (c)  one day  after  being  delivered  to a
reputable overnight delivery service.

       10.2 Successors and Assigns

       This  Agreement  shall be  binding  upon and inure to the  benefit of the
parties   and  their   respective   successors,   heirs,   legatees   and  legal
representatives.  This Agreement is not assignable  except in connection  with a
transfer of Shares in accordance with this Agreement.

       10.3 Amendment and Waiver

       (a) Except as  specifically  set forth in this  Agreement,  no failure or
delay on the part of any party in exercising any right, power or remedy provided
for in this Agreement  shall operate as a waiver of the right,  power or remedy,
nor shall any single or partial exercise of any right,  power or remedy preclude
any other or further  exercise of the right,  power or remedy or the exercise of
any other right,  power or remedy.  The remedies  provided for in this Agreement
are  cumulative  and are not  exclusive of any remedies that may be available to
the parties to this Agreement at law, in equity or otherwise.

       (b) Any amendment,  supplement or  modification of or to any provision of
this Agreement, any waiver of any provision of this Agreement and any consent to
any  departure by any party from the terms of any  provision of this  Agreement,
shall be effective  only if it is made or given in writing and signed by (i) the
Company, (ii) the Major Shareholders holding Shares representing at least 51% of
the Shares owned by all of the Major  Shareholders,  and (iii)  Gryffindor.  Any
amendment, supplement, modification, waiver or consent shall be binding upon the
Company and all of the Shareholders.

                                       23
<PAGE>

       10.4 Counterparts

       This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original,  and all of which taken together  shall  constitute
one and the same instrument.

       10.5 Specific Performance

       The parties intend that each of the parties has the right to seek damages
or  specific  performance  if any  other  party  fails to  perform  the  party's
obligations  under this Agreement.  Therefore,  if any party shall institute any
action or proceeding  to enforce the  provisions  of this  Agreement,  any party
against whom or against  which the action or  proceeding  is brought  waives any
claim or defense that the plaintiff party has an adequate remedy at law.

       10.6 Headings

       The headings in this Agreement are for  convenience of reference only and
shall not limit or otherwise affect the meaning of this Agreement.

       10.7 Governing Law

       This agreement  shall be governed by and construed in accordance with the
laws of the State of Nevada  applicable to  agreements  made and to be performed
entirely in that state, without regard to the principles of conflicts of laws of
any jurisdiction.

       10.8 Severability

       If any one or more of the  provisions  contained  in this  Agreement,  or
their application in any circumstance, is held invalid, illegal or unenforceable
in any respect for any reason, the validity, legality and enforceability of that
provision  in  every  other  respect  and of the  remaining  provisions  of this
Agreement shall not be in any way impaired,  unless the provisions held invalid,
illegal  or  unenforceable  shall  substantially  impair  the  benefits  of  the
remaining provisions of this Agreement.

       10.9 Entire Agreement

       This Agreement,  together with its exhibits,  schedules and addenda,  and
the  other  Transaction  Documents  are  intended  by  the  parties  as a  final
expression  of their  agreement  and  intended  to be a complete  and  exclusive
statement of the  agreement and  understanding  of the parties in respect of the
subject matter of the Agreement. There are no restrictions, promises, warranties
or  undertakings,  other than those set forth or referred to in this  Agreement.
This Agreement,  together with its exhibits,  supersede all prior agreements and
understandings between the parties with respect to its subject matter.

                                       24

<PAGE>

       10.10 Term and Termination

       (a) This  Agreement  shall become  effective upon its execution and shall
terminate  when the last of the  Articles  set forth below no longer  remains in
effect.

       (b) Article 2 shall  remain in effect  until the earlier to occur of: (i)
the date on which all of the principal and interest due and owing under the Note
has been paid in full and all of the  Warrant  Shares have been  registered  for
public sale pursuant to a Registration Statement;  (ii) the date on which all of
the  Gryffindor  Shares  have been  registered  for public  sale  pursuant  to a
Registration Statement;  (iii) following the conversion of the Note, the date on
which Gryffindor owns less than ten percent (10%) of the Principal  Shares;  and
(iv) the date on which the Company  closes on an  investment  from a third party
reasonably  acceptable to Gryffindor  ("Third Party  Investor") in an amount not
less than Three  Million  Dollars  ($3,000,000),  in exchange  for shares of the
Company,  provided  that such  investment is on terms  reasonably  acceptable to
Gryffindor and, as a condition to the closing of such investment, Gryffindor has
the right to either: (x) be repaid in full for all of the outstanding  principal
balance plus all accrued and unpaid  interest under the Note in accordance  with
the terms of the Note;  or (y) convert  the unpaid  principal  balance  plus all
accrued and unpaid  interest  under the Note into Common Stock of the Company in
accordance with the terms of the Note.

       (c)  Articles 3, 4 and 5 shall  remain in effect  until the date on which
all of the Gryffindor  Shares have been registered for public sale pursuant to a
Registration Statement; provided, however, that the terms of Section 4.1.6 shall
remain in effect  until the  earlier  of:  (i) the date on which the  Gryffindor
Shares  have  been  registered  for  public  sale  pursuant  to  a  Registration
Statement,  (ii)  following  the  conversion  of the  Note,  the  date on  which
Gryffindor owns less than ten percent (10%) of the Principal  Shares;  and (iii)
the date on which all of the principal and interest due and owing under the Note
has been paid in full and all of the  Warrant  Shares have been  registered  for
public sale pursuant to a Registration Statement.

       (d)  Articles 6 shall remain in effect until the earlier of: (i) the date
on which the Gryffindor  Shares have been registered for public sale pursuant to
a Registration Statement, (ii) following the conversion of the Note, the date on
which Gryffindor owns less than ten percent (10%) of the Principal  Shares;  and
(iii) the date on which all of the  principal  and  interest due and owing under
the  Note  has  been  paid  in full  and all of the  Warrant  Shares  have  been
registered for public sale pursuant to a Registration Statement.

       (e) Article 8 shall remain in effect until,  following the  conversion of
the Note, the date on which  Gryffindor  owns less than ten percent (10%) of the
Principal Shares.

       10.11 Further Assurances

       Each of the parties shall,  and shall cause their  respective  affiliates
to, execute those instruments and take any action as may be reasonably  required
or desirable to carry out the provisions of, and the  transactions  contemplated
by, this Agreement.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       25
<PAGE>


     IN WITNESS  WHEREOF,  the  undersigned  have executed,  or have cause to be
executed, this Agreement as of the date first written above.


                                     PROVECTUS PHARMACEUTICALS, INC.
                                     a Nevada corporation


                                     By:/s/ Craig Dees
                                        -----------------------
                                        Craig Dees, Ph.D.,
                                        Chief Executive Officer

                                     GRYFFINDOR CAPITAL PARTNERS I, L.L.C.
                                     By:

                                     By:/s/ Stuart Fuchs
                                     -------------------------
                                     Name:  Stuart Fuchs
                                     Title:  Managing Principal



                                     THE MAJOR SHAREHOLDERS:

                                     /s/ Craig Dees
                                     -----------------
                                     Craig Dees, Ph.D.



                                     THE DEES FAMILY FOUNDATION


                                     By: /s/ Craig Dees
                                     ------------------
                                     Name: Craig Dees
                                     Its: President

                                     /s/ Eric A. Wachter
                                     -------------------
                                     Eric A. Wachter, Ph.D.

                       26
<PAGE>




                                     THE ERIC A. WACHTER 1998 CHARITABLE
                                     REMAINDER UNITRUST


                                     By: /s/ Eric A. Wachter
                                     -----------------------
                                     Name: Eric A. Wachter
                                     Its: Trustee



                                     /s/ Timothy C. Scott
                                     -----------------------
                                     Timothy C. Scott, Ph.D.


                                     THE SCOTT FAMILY INVESTMENT
                                     LIMITED PARTNERSHIP


                                     By: /s/ Timothy C. Scott
                                     ------------------------
                                     Name: Timothy C. Scott
                                     Its: General Partner



                                     /s/ Walter Fisher
                                     ------------------
                                     Walter Fisher, Ph.D.


                                     THE FISHER FAMILY INVESTMENT
                                     LIMITED PARTNERSHIP

                                     By: /s/ Walter Fisher
                                     ---------------------
                                     Name: Walter Fisher
                                     Its: General Partner

                                       27
<PAGE>
                                     THE WALT FISHER 1998 CHARITABLE
                                     REMAINDER UNITRUST


                                     By: /s/ Walter Fisher
                                     ---------------------
                                     Name: Walter Fisher
                                     Its: Trustee


                                     /s/ John T. Smolik
                                     ------------------
                                     John T. Smolik


                                     THE SMOLIK FAMILY LLP


                                     By: /s/ John T. Smolik
                                     ----------------------
                                     Name: John T. Smolik
                                     Its: General Partner


                                       28
<PAGE>




                                                                    Exhibit 99.1


Provectus Pharmaceuticals Inc. Completes Initial $1 Million Financing

KNOXVILLE, Tenn.--(BUSINESS WIRE)--Nov. 26, 2002--Provectus Pharmaceuticals Inc.
(OTCBB:PVCT)  today  announced  the  closing  of a $1 million  convertible  debt
financing with Gryffindor Capital Partners, LLC.

The secured debt,  with a term of two years,  will accrue  interest at a rate of
eight  percent  per annum and may be  converted  to common  stock from the first
anniversary date of the loan to the second anniversary date of the loan. At that
point, if not converted,  it will be due and payable.  The conversion  price for
the loan principal is just under $0.74 per share.

"The  proceeds  will  be used to  provide  working  capital  and to  launch  our
over-the-counter  products,"  said Provectus CFO Dan Hamilton.  "We believe this
initial  financing  will go a long way toward  introducing  these  products  and
commencing clinical development of our prescription medications and treatments."

About Gryffindor Capital Partners, LLC

Gryffindor  Capital Partners,  LLC is a private equity company with headquarters
in Chicago.  Gryffindor provides venture capital to growth and development-stage
information  technology,  life sciences, and business service firms based in the
United  States.  Gryffindor's  objective  is to  invest in  companies  that have
outstanding management teams and the potential for significant, long-term equity
appreciation.

The company's  offices are located at 150 North Wacker Dr., Suite 800,  Chicago,
Ill. 60606; 312/827-2280.

About Provectus Pharmaceuticals Inc.

Provectus  Pharmaceuticals  will be  licensing  and  selling  products  in three
sectors of the health care industry: 1) prescription medications and treatments,
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  offices and  laboratory  are located at 7327 Oak Ridge  Highway,
Suite A Knoxville, TN 37931; Telephone: 865/769-4011.

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

<PAGE>

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": "provectusform8k1202.txt", "description": "CURRENT REPORT", "secsgml_size_bytes": 442325}]
{"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": "02853754"}, "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 26, 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 5. Other Events.

         On  November  26,  2002,  Provectus  Pharmaceuticals,  Inc.,  a  Nevada
corporation  (the  "Company"),  announced  that it had entered into a definitive
agreement  with  Gryffindor  Capital  Partners  I,  L.L.C.,  a Delaware  limited
liability company ("Gryffindor"),  for an investment of $1 million by Gryffindor
in the Company.  Pursuant to a Convertible  Secured  Promissory Note and Warrant
Purchase  Agreement  dated  November 26, 2002 between the Company and Gryffindor
(the  "Purchase  Agreement"),  Gryffindor  purchased  the  Company's  $1 million
Convertible  Secured  Promissory Note dated November 26, 2002 (the "Note").  The
Note bears interest at 8% per annum,  payable  quarterly in arrears,  and is due
and payable in full on November 26,  2004.  Subject to certain  exceptions,  the
Note is not convertible  into the Company's  common shares,  $.001 par value per
share ("Common Shares"), until November 26, 2003. After that date, the principal
amount of the Note is  convertible  into Common Shares at the rate of one Common
Share for each  $0.737 of  principal  so  converted,  while  accrued  but unpaid
interest  on the Note is  convertible  at the rate of one Common  Share for each
$0.55 of accrued but unpaid  interest  so  converted.  Pursuant to the  Purchase
Agreement,  the Company  also issued to  Gryffindor  and to Stuart  Fuchs Common
Stock  Purchase  Warrants dated  November 26, 2002 (the  "Warrants"),  entitling
Gryffindor  and Mr. Fuchs to purchase,  in the  aggregate,  up to 452,919 Common
Shares at a price of $0.001  per  share.  Based on the  number of Common  Shares
outstanding  as of November 26, 2002, if the  principal  amount of the Note were
converted into and the Warrants were exercised for Common Shares, Gryffindor and
Mr. Fuchs would beneficially own, in the aggregate,  approximately 16.67% of the
Common Shares that would be outstanding.

         The  Company's  obligations  under  the  Note  are  secured  by a first
priority security interest in all of the Company's assets, including the capital
stock of the Company's wholly owned subsidiary Xantech Pharmaceuticals,  Inc., a
Tennessee  corporation  ("Xantech").  In addition,  the Company's obligations to
Gryffindor  are guaranteed by Xantech,  and Xantech's  guarantee is secured by a
first priority security interest in all of Xantech's assets. The Company granted
Gryffindor  certain  rights to register  under the  Securities  Act of 1933,  as
amended,  the Common Shares  issuable upon conversion of the Note or exercise of
the Warrants. The Company,  Gryffindor, and certain stockholders of the Company,
including H. Craig Dees, Ph.D., the Company's Chief Executive  Officer,  Timothy
C. Scott, the Company's President, Eric A. Wachter, the Company's Executive Vice
President,  and certain  entities  organized  for the benefit of the  respective
families of Drs.  Dees,  Scott and Wachter (the "Major  Stockholders"),  entered
into an agreement  that  restricts the transfer of the Common Shares held by the
Major Stockholders.

         Simultaneously with the completion of the transactions described in the
Purchase Agreement,  Gryffindor and Stuart Fuchs exercised the Warrants in their
entirety.  Gryffindor  tendered to the Company  $226.46,  and the Company issued
226,460 shares to Gryffindor; and Mr. Fuchs tendered to the Company $226.46, and
the Company issued 226,459 Common Shares to Mr. Fuchs.

         Upon completion of the investment by Gryffindor,  the Company increased
the size of its Board of Directors from three to four and appointed Stuart Fuchs
to the resulting vacancy.

         The foregoing descriptions of the agreements among the Company, Xantech
and  Gryffindor  are qualified in their entirety to the documents that are filed
as  exhibits  to this  Current  Report  on Form 8-K and  incorporated  herein by
reference.

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

(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.

                                       1
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:   December 4, 2002                  By: /s/ Daniel R. Hamilton
                                           -------------------------------
                                           Daniel R. Hamilton
                                           Chief Financial Officer

                                       2
Exhibit Index

Exhibit No.                        Description
-----------                       -------------

    4.1*          Convertible  Secured  Promissory  Note  and  Warrant  Purchase
                  Agreement  dated as of November  26, 2002  between the Company
                  and Gryffindor Capital Partners I, L.L.C. ("Gryffindor")

    4.2           Convertible  Secured  Promissory  Note  of the  Company  dated
                  November 26, 2002, issued to Gryffindor.

    4.3           Common Stock Purchase Warrant dated November 26, 2002,  issued
                  to Gryffindor.

    4.4           Common Stock Purchase Warrant dated November 26, 2002,  issued
                  to Stuart Fuchs.

    4.5*          Stock Pledge  Agreement  dated as of November 26, 2002 between
                  the Company and Gryffindor.

    4.6           Guaranty dated November 26, 2002 from Xantech Pharmaceuticals,
                  Inc., a Tennessee corporation and a wholly owned subsidiary of
                  the Company ("Xantech"), to Gryffindor.

    4.7           Form of Security Agreement.

    4.8           Form of Patent and License Security Agreement.

    4.9           Form  of   Trademark   Collateral   Assignment   and  Security
                  Agreement.

    4.10          Form of Copyright Security Agreement

    4.11          Registration  Rights  Agreement  dated as of November 26, 2002
                  between the Company and Gryffindor.

    4.12*         Shareholders'  Agreement  dated as of November  26, 2002 among
                  the Company,  Gryffindor,  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 26, 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 4.1

                 Convertible Secured Promissory Note and Warrant
                               Purchase Agreement

     This CONVERTIBLE  SECURED  PROMISSORY NOTE AND WARRANT  PURCHASE  AGREEMENT
(the  "Agreement")  is made as of the 26th day of  November,  2002 by and  among
PROVECTUS PHARMACEUTICALS, INC., a Nevada corporation ("Provectus"),  GRYFFINDOR
CAPITAL PARTNERS I, L.L.C., a Delaware limited liability company  ("Gryffindor")
and Eric Wachter,  The Eric A. Wachter 1998 Charitable  Remainder  Trust,  Craig
Dees, The Dees Family Foundation,  Timothy C. Scott, The Scott Family Investment
Limited  Partnership,  Walter  Fisher,  The  Fisher  Family  Investment  Limited
Partnership, The Walt Fisher 1998 Charitable Remainder Trust, John T. Smolik and
The Smolik Family LLP (the "Shareholders").

                                    RECITALS

     WHEREAS, Photogen Technologies,  Inc. ("Technologies") and its wholly-owned
subsidiary  Photogen,  Inc.  ("Photogen")  have  been  involved  in two lines of
businesses since May of 1997,  namely the Therapeutic  Business  (defined in the
Separation  Agreement)  and the Diagnostic  Business  (defined in the Separation
Agreement);

     WHEREAS,  the  Shareholders  are or  were  shareholders,  directors  and/or
officers of Technologies and Photogen;

     WHEREAS, the Shareholders, Technologies and Photogen have entered into that
certain  Separation  Agreement,  dated as of July 29,  2002,  a copy of which is
attached hereto as Exhibit A (the "Separation Agreement"), pursuant to which the
Shareholders  obtained all of the capital stock of Photogen,  which entity holds
all of  the  rights,  title  and  interests  in and  to  the  assets  and  other
intellectual  property  rights  described on Schedule 1 to this  Agreement  (the
"Assets");

     WHEREAS,  pursuant to the Separation Agreement,  Technologies required that
Photogen change its name to Valley Pharmaceuticals, Inc. ("Valley");

     WHEREAS,  pursuant to (a) an Agreement and Plan of Reorganization  dated as
of  November  15,  2002 among  Provectus,  Provectus  Pharmaceuticals,  Inc.,  a
Tennessee  corporation  and  the  wholly  owned  subsidiary  of  Provectus  (the
"Subsidiary"),  Valley and the  Shareholders  and (b) an  Agreement  and Plan of
Merger dated as of November 15, 2002 among Provectus,  the Subsidiary and Valley
(collectively,  the "Reorganization Agreement"), the following transactions took
place: (i) the Subsidiary merged with and into Valley (the "Merger"),  such that
Valley  became a wholly owned  subsidiary  of  Provectus,  (ii)  Valley,  as the
surviving   corporation   in  that   merger,   changed   its  name  to   Xantech
Pharmaceuticals,  Inc.  ("Xantech"),  and (iii) upon the Merger, by operation of
law, Xantech, as a wholly owned subsidiary of Provectus,  held all of the right,
title and interest in and to the Assets;
WHEREAS,  based on such representation and the other  representations  made
herein, Gryffindor and Provectus desire to enter into: (a) a convertible secured
promissory note in the original principal amount of $1,000,000,  a copy of which
is attached  hereto as Exhibit B (the  "Note"),  which Note shall be secured by,
among  other  things,  the Assets and the capital  stock of  Xantech,  and (b) a
warrant(s)  to purchase  shares of Provectus'  common stock,  a copy of which is
attached hereto as Exhibit C (the  "Warrant"),  all in accordance with the terms
and conditions  set forth herein and in the  Transaction  Documents  (defined in
Section 2.02(i)).

     NOW,  THEREFORE,  in consideration  of the foregoing,  the mutual covenants
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby  acknowledged,  Gryffindor and Provectus  hereby
agree as follows:

                                    ARTICLE I
                                    ---------

                                   DEFINITIONS
                                   -----------

     1.01 Definitions.  In addition to the terms defined elsewhere herein,  when
used herein, the following capitalized terms have the meanings indicated:

     "Act of  Bankruptcy"  means the  occurrence  of any of the  following  with
respect to Provectus: (a) an assignment for the benefit of its creditors; (b) an
admission  in writing of its  inability to pay its debts as they become due; (c)
filing of a voluntary  petition in bankruptcy;  (d) an adjudication a bankruptcy
or  insolvency;  (e)  filing  any  petition  or answer  seeking  for  itself any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar  relief under any present or future  applicable law pertinent to such
circumstances;  (f) filing any answer  admitting or not  contesting the material
allegations  of a  bankruptcy,  insolvency  or similar  petition  filed  against
Provectus;  (g) seeking or consenting to, or acquiescing  in, the appointment of
any trustee,  receiver, or liquidator of Provectus; (h) 60 days elapse after the
commencement of an action against Provectus seeking reorganization, arrangement,
composition, readjustment,  liquidation, dissolution or similar relief under any
present or future  applicable law without such action being dismissed or without
all orders or proceedings thereunder affecting the operations or the business of
Provectus  being  stayed,  or if a stay of any  such  order  or  proceedings  is
thereafter set aside and the action setting it aside is not timely appealed;  or
(i) 60 days elapse after the appointment, without the consent or acquiescence of
Provectus  of any  trustee,  receiver  or  liquidator  thereof  or of all or any
substantial  part  of the  assets  and  properties  of  Provectus  without  such
appointment being vacated.

     "Act of Dissolution" means the occurrence of any action initiating,  or any
event that results in, the dissolution,  liquidation,  winding-up or termination
of Provectus.

     "Assets" means the assets and other intellectual  property rights described
on Schedule 1 to this Agreement.

     "Closing"  means  delivery by Provectus of the Note and Warrant in exchange
for delivery by Gryffindor of the related purchase amount following satisfaction
or waiver of all conditions  precedent to Gryffindor's  obligation to invest, as
set forth in Section 2.02.

                                       2
"Financing  Statements" means all UCC-1 Financing  Statements  delivered in
connection  with this  Agreement  and any other  financing  statement  needed to
perfect a security  interest  in  Intellectual  Property  Rights (as  defined in
Section 3.14) in the U.S. Patent and Trademark Office.

     "GAAP" means the  generally  accepted  accounting  principles in the United
States of America as in effect from time to time.

     "Governmental Authority(ies)" when used in the singular, means any federal,
state or  local  governmental  or  quasi-governmental  instrumentality,  agency,
board, commission or department or any regulatory agency, bureau,  commission or
authority and, when used in the plural, means all such entities.

     "Key Employees" means Eric A. Wachter, Ph.D, Craig Dees, Ph.D., and Timothy
Scott, Ph.D.

     "Licenses"  means,   collectively,   all  rights,  licenses,   permits  and
authorizations  now  or  hereafter  issued  by  any  Governmental  Authority  in
connection with the operation or conduct of Provectus' Business.

     "Lien" means any pledge,  hypothecation,  assignment,  deposit arrangement,
lien,  security interest,  easement or encumbrance,  or preference,  priority or
other  security  agreement  or  preferential  arrangement  of any kind or nature
whatsoever (including, without limitation, any lease intended as security or any
title retention  agreement,  any financing lease having  substantially  the same
economic  effect as any of the  foregoing,  and the filing of, or  agreement  to
give, any financing  statement  perfecting a security interest under the Code or
comparable law of any jurisdiction).

     "Material  Adverse  Effect" means,  subject to any applicable cure or grace
periods,  a material  adverse  effect upon any of (a) the  financial  condition,
operations,  business or  properties of Provectus or its  Subsidiaries,  (b) the
ability of Provectus and its  Subsidiaries  to perform its material  obligations
under this  Agreement or any of the  Transaction  Documents or (c) the legality,
validity or enforceability of this Agreement, the Note, the Warrant or the other
Transaction Documents.

     "Obligations"  means,   collectively,   all  of  Provectus'   indebtedness,
liabilities  and  obligations  arising  under this  Agreement,  the  Transaction
Documents and any renewals,  modifications,  and extensions thereof,  including,
but not limited to, the principal, interest, late charges and other sums due and
owing under the Note.

     "Person" shall mean any individual, sole proprietorship, partnership, joint
venture, trust, unincorporated organization,  association,  corporation, limited
liability company,  limited liability partnership,  institution,  public benefit
corporation,  entity  or  government  (whether  Federal,  state,  county,  city,
municipal or otherwise,  including,  without  limitation,  any  instrumentality,
division, agency, body or department thereof).

                                       3
"Provectus'  Business"  means the  owning  and  operating  of the  business
currently  operated  by  Provectus  and  its  Subsidiaries  including,   without
limitation, the Therapeutic Business.

     "Provectus  Constituent  Documents"  means,  Provectus'  and  each  of  its
Subsidiaries'  certificate  of  incorporation,  by-laws and all  amendments  and
supplements  thereto,   together  with  good  standing  certificates  from  each
jurisdiction  in which  Provectus and each of its  Subsidiaries  are required to
maintain good standing issued by the Secretary of State of such  jurisdiction no
earlier than ten (10) calendar days prior to the Closing.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Shares"  means the  shares of capital  stock of  Provectus  issuable  upon
conversion of the Note,  exercise of the Warrant and the conversion of any other
convertible security held by Gryffindor, its assigns or successors.

     "Subsidiary" means with respect to any Person, any corporation, association
or other entity of which  securities or other ownership  interests  representing
more than twenty percent (20%) of the ordinary  voting power are, at the time as
of which any  determination is being made, owned or controlled by such Person or
one or more  Subsidiaries  of such  Person  or by  such  Person  and one or more
Subsidiaries of such Person.  For the avoidance of doubt, the term  "Subsidiary"
shall include the Xantech Subsidiary.

     "Xantech  Subsidiary"  means the wholly-owned  subsidiary of Provectus that
contains the Therapeutic Business.

                                   ARTICLE II
                                   ----------

                       terms of note AND WARRANT purchase
                       ----------------------------------

     2.01 The Closing.  The purchase and sale of the Note and Warrant  hereunder
shall take place at a closing (the "Closing") on November 26, 2002 (the "Closing
Date").  The  Closing  shall be held at the  offices  of Piper  Rudnick,  203 N.
LaSalle Street,  Chicago, IL, at 10:00 a.m. Central Time on the Closing Date, or
at such other time and place upon which  Provectus and  Gryffindor  shall agree.
If, at the Closing,  any of the  conditions  specified in Section 2.02 shall not
have been fulfilled,  Gryffindor,  at its election,  shall be relieved of all of
its obligations under this Agreement without thereby waiving any other rights it
may have by reason of such failure or such non-fulfillment.

     2.02 Conditions  Precedent To Gryffindor's  Obligations.  The obligation of
Gryffindor to purchase the Note and Warrant on the date hereof is subject to the
fulfillment,  or in its  sole  discretion  the  waiver,  by  Gryffindor,  of the
following conditions on or before the Closing Date:

                                       4
(a)  Accuracy  of   Representations   and   Warranties.   Each  of  the
representations  and  warranties  contained in this  Agreement  must be true and
accurate as of the Closing Date,  and Provectus  must have  performed all of its
obligations hereunder, including execution and delivery of all of the documents,
instruments,  and  certificates  required  by this  Agreement  in such forms and
substances as are satisfactory to Gryffindor and Gryffindor's counsel;

         (b)  Closing  of the  Photogen/Valley  Transactions.  The  transactions
contemplated by the Separation Agreement and the Reorganization  Agreement shall
have been completed,  and Provectus shall have delivered to Gryffindor  evidence
of the  completion  of such  transactions,  which  evidence  shall be reasonably
satisfactory  to Gryffindor  and shall include  evidence that, as of the Closing
Date (i) Xantech is a wholly owned subsidiary of Provectus,  (ii) certificate(s)
of name change and/or any other  documents  required by the United States Patent
and Trademark Office have been filed to evidence the ownership by Xantech of the
Assets, and (iii) 500,007 shares of Common Stock of Provectus, in the aggregate,
have been transferred to the Shareholders in connection with the Merger.

         (c) Proprietary Information, Confidentiality,  Assignment of Inventions
and  Non-Compete  Agreements.  Each of the Key Employees shall have executed the
form of Proprietary Information,  Confidentiality,  Assignment of Inventions and
Non-Compete   Agreement  with  Provectus  attached  hereto  as  Exhibit  D  (the
"Confidentiality   Agreements"),   and  Provectus   shall  have  delivered  such
Confidentiality  Agreements to Gryffindor duly executed by the Key Employees and
Provectus.

         (d)  Board  of  Directors;  Observer  Rights.  Upon  the  Closing,  the
authorized  size of the Board of Directors  of  Provectus  shall be no less than
three but no greater than five directors, and of the Xantech Subsidiary shall be
no less than  three but no  greater  than five  directors,  and  Provectus,  the
Xantech  Subsidiary and their respective Boards of Directors and, as applicable,
shareholders  shall have granted one representative of Gryffindor to observe all
meetings  of the  Board  of  Directors  of each  of  Provectus  and the  Xantech
Subsidiary.  Upon securing directors' and officers' insurance in accordance with
Section 5.02 of this Agreement, the Major Shareholders shall cause Provectus and
the Xantech  Subsidiary to vote all of their Shares to elect one  representative
of  Gryffindor  to the Board of Directors of each of Provectus  and Xantech,  as
more fully set forth in the  Shareholders'  Agreement by and between the Company
and the Shareholders.

         (e) Budget.  Provectus  shall have  delivered  to  Gryffindor  a budget
reasonably  satisfactory  to Provectus and  Gryffindor,  which shall be attached
hereto as Schedule 2 (the "Budget").

         (f)  Certificates  and  Resolutions.  Provectus shall have delivered to
Gryffindor and counsel to Gryffindor:

             (i) Provectus Constituent Documents as in effect at Closing, by the
Secretary of Provectus and the applicable Subsidiaries;

             (ii)   Resolutions   of  the  Board  of  Directors  of   Provectus,
authorizing  and approving all matters in connection  with this  Agreement,  the
Transaction  Documents  and the  transactions  contemplated  hereby and thereby,
certified by the Secretary of Provectus as of the date hereof;

                                       5
(iii)   Resolution   of  the  Board  of  Directors  of   Provectus,
authorizing   and  reserving  for  issuance  the  Common  Shares  issuable  upon
conversion of the Note and the Common Shares exercisable under the Warrant; and

             (iv)  A  certificate,  executed  by  the  President  of  Provectus,
certifying to the fulfillment of the conditions set forth in Section 2.02 except
for the condition under subsections (h), (j), (l) and (m).

         (g) Transaction Documents. Provectus shall have delivered to Gryffindor
and counsel to Gryffindor:

             (i) the Note and Warrant, duly executed by Provectus;

             (ii) the Shareholders'  Agreement,  duly executed by Provectus, and
each of the Shareholders, a copy of which is attached hereto as Exhibit E;

             (iii)  the  Registration   Rights   Agreement,   duly  executed  by
Provectus, a copy of which is attached hereto as Exhibit F;

             (iv) the Security Agreement,  duly executed by Provectus, a copy of
which is attached hereto as Exhibit G;

             (v) the Trademark  Collateral Security Agreement,  duly executed by
Provectus, a copy of which is attached hereto as Exhibit H;

             (vi) the Patent and License  Security  Agreement,  duly executed by
Provectus, a copy of which is attached hereto as Exhibit I;

             (vii) the Copyright Security Agreement, duly executed by Provectus,
a copy of which is attached hereto as Exhibit J;

             (viii) the Guaranty,  duly executed by Xantech,  a copy of which is
attached hereto as Exhibit K;

             (ix) the Security  Agreement,  duly executed by Xantech,  a copy of
which is attached hereto as Exhibit L;

             (x) the Trademark  Collateral Security Agreement,  duly executed by
Xantech, a copy of which is attached hereto as Exhibit M;

             (xi) the Patent and License  Security  Agreement,  duly executed by
Xantech, a copy of which is attached hereto as Exhibit N;

             (xii) the Copyright Security Agreement, duly executed by Xantech, a
copy of which is attached hereto as Exhibit O;

                                       6
(xiii) the Stock Pledge  Agreement,  duly executed by Provectus,  a
copy of which is attached hereto as Exhibit P;

             (xiv) the Financing Statements, duly executed by Provectus; and

             (xv) the  Confidentiality  Agreements and such other agreements and
documents necessary to consummate the transactions contemplated hereunder.

(collectively, the "Transaction Documents").

         (h) Opinion of Counsel.  Gryffindor shall have received an opinion from
Baker,  Donelson,  Bearman & Caldwell,  counsel for  Provectus,  dated as of the
Closing  Date,  addressed  to  Gryffindor,  in  form  and  substance  reasonably
satisfactory to Gryffindor.

         (i) Absence of Material  Adverse  Effect.  No events and/or  changes as
represented in Section 3.23 and Section 3.25 shall have occurred since September
30,  2002,  except as otherwise  permitted  pursuant to Section 3.23 and Section
3.25.

         (j) Due  Diligence.  Gryffindor  shall have completed its due diligence
review of Provectus and its Subsidiaries including,  without limitation,  review
of: (a) Provectus' and its Subsidiaries'  financial and accounting records;  (b)
Provectus' and its Subsidiaries'  corporate structure and corporate records; (c)
correspondence with existing and prospective customers;  (d) material contracts,
leases and license agreements; and (e) intellectual property,  including without
limitation all patents, copyrights and trademarks.

         (k) Authorizations.  As of the Closing, all notices and authorizations,
approvals or permits of, or filings with,  any  Governmental  Authority that are
required by law in connection with the lawful  consummation of the  transactions
contemplated  herein  and in the  Transaction  Documents  shall  have  been duly
obtained by Provectus and shall be effective on and as of the Closing.

         (l)  Fees  and  Expenses.  At the  Closing,  Provectus  shall  pay  (or
reimburse  Gryffindor  for) the fees and expenses of Gryffindor that are payable
in accordance with Section 6.01 of this Agreement.

         (m) Other  Matters.  All corporate and other  proceedings in connection
with the transactions  contemplated by this Agreement, the Transaction Documents
and all  documents  and  instruments  incident  to such  transactions  shall  be
reasonably  satisfactory in substance and form to Gryffindor and to its counsel,
and  Gryffindor  and its  counsel  shall  have  received  all  such  counterpart
originals or certified or other copies of such  documents as they may reasonably
request.

     2.03  Conditions  To The  Obligations  Of  Provectus.  The  obligations  of
Provectus  under this  Agreement  are subject to  fulfillment,  on or before the
Closing Date, of each of the following conditions:

                                       7
(a) Accuracy of Representations and Warranties. The representations and
warranties of Gryffindor  contained in Article IV shall be true on and as of the
Closing Date.

         (b) Loan Amount.  Gryffindor  shall have  delivered  to  Provectus  the
amount to be loaned under the Note.

                                  ARTICLE III
                                  -----------

                   representations and warranties of Provectus
                   -------------------------------------------

     To induce Gryffindor to enter into this transaction,  Provectus and each of
the Shareholders,  jointly and severally, represents and warrants to Gryffindor,
as of the date hereof,  as follows (which  representations  and warranties shall
survive  the  execution  and  delivery  of this  Agreement  and the  Transaction
Documents and the funding of the original principal amount of the Note):

     3.01  Organization;  Good Standing.  Provectus and each of its Subsidiaries
are  corporations  duly formed,  validly  organized  and in good standing in the
their respective  states of incorporation and in good standing in every state in
which  Provectus  and each of its  Subsidiaries  are  required to maintain  good
standing  unless  failure  to do so will not  have a  Material  Adverse  Effect.
Provectus  has  delivered  to  Gryffindor  true and correct  copies of Provectus
Constituent  Documents,  which  documents  have not been amended and are in full
force and effect as of the date hereof.

     3.02 Power and Authority.  Provectus and each of the Shareholders have full
power and authority to enter into this Agreement and the  Transaction  Documents
to which each is a party, to incur the Obligations as contemplated  hereby,  and
to carry out the provisions of this Agreement and the  Transaction  Documents to
which each is a party.  Provectus  and each of the  Shareholders  have taken all
action  necessary  for the  execution  and  delivery of this  Agreement  and the
Transaction  Documents  and  for the  performance  by  Provectus  of each of its
obligations hereunder and thereunder.

     3.03  Enforceability.  Upon  execution  and delivery by each of the parties
hereto and thereto,  this Agreement and each of the Transaction  Documents shall
be the legal, valid and binding  obligations of Provectus,  its Subsidiaries and
the Shareholders and shall be enforceable  against  Provectus,  its Subsidiaries
and  the  Shareholders  each  in  accordance  with  its  terms  except  as  such
enforceability  may be limited by bankruptcy,  insolvency or similar laws and by
equitable principles.

     3.04  Litigation.  Neither  Provectus nor any of its  Subsidiaries has been
made a party to or threatened by any suits, actions,  claims,  investigations by
Governmental  Authorities  or legal,  administrative,  arbitration  or mediation
proceedings.  Provectus does not know of any reasonable basis or grounds for any
such suit, action, claim, investigation or proceeding.

     3.05  Orders;  Decrees;   Judgments.   There  are  no  outstanding  orders,
judgments, writs, injunctions or decrees of any court, Governmental Authority or
arbitration or mediation panel or tribunal against  Provectus,  its Subsidiaries
or any of the properties, assets or business of Provectus or its Subsidiaries.

                                       8
3.06 Non-Contravention. To the best of its knowledge, neither Provectus nor
any of its  Subsidiaries  is in breach of, in default under, or in violation of,
in any manner  that could  reasonably  be  expected  to have a Material  Adverse
Effect:  (a) any applicable law, decree,  or order, or (b) any deed, lease, loan
agreement, commitment, bond, note, deed of trust, restrictive covenant, license,
indenture,  contract,  or other  agreement,  instrument  or  obligation to which
Provectus  or  its  Subsidiaries  is a  party  or  by  which  Provectus  or  its
Subsidiaries  is bound or to which any of their  respective  assets are subject.
Neither the execution and delivery of this Agreement,  the Transaction Documents
nor  the  performance  by  Provectus  or its  Subsidiaries  of  the  obligations
hereunder  and  thereunder  will cause any such breach,  default or violation or
will require the consent,  approval or notification of any court or Governmental
Authority.

     3.07 Taxes.  Provectus and each of its Subsidiaries have filed all federal,
state and local tax returns  which are required to be filed,  and  Provectus and
each of its  Subsidiaries  have  duly  paid or fully  reserved  for all taxes or
installments  thereof  (including  any  interest or  penalties)  as and when due
pursuant to the filed returns or pursuant to any levy or assessment  received by
Provectus or any of its Subsidiaries unless the failure to do so will not have a
Material  Adverse  Effect.  Proper and accurate  amounts  have been  withheld by
Provectus  from its  employees  for all periods in full and complete  compliance
with the  tax,  social  security  and  unemployment  withholding  provisions  of
applicable  federal,  state,  local and foreign law, and such  withholdings have
been timely paid to the respective Governmental  Authorities.  Provectus and its
Subsidiaries  have provided to Gryffindor copies of all of each entity's Federal
tax returns for the last three (3) years, if any.  Federal income tax returns of
Provectus  and its  Subsidiaries  have not been audited by the Internal  Revenue
Service,  and no controversy with respect to taxes of any type is pending or, to
the knowledge of Provectus,  threatened. Neither Provectus, its Subsidiaries nor
any of its  stockholders (or the stockholders of any Subsidiary) have ever filed
(a) an election  pursuant to Section 1362 of the Internal  Revenue Code of 1986,
as amended (the "Code"),  that  Provectus or its  Subsidiaries  be taxed as an S
Corporation or (b) a consent  pursuant to Section 341(f) of the Code relating to
collapsible corporations.

     3.08 Licenses.  Provectus and each of its  Subsidiaries  have good title to
all of the Licenses currently needed to properly operate Provectus' Business.

     3.09 Capitalization.

         (a) The authorized  capital stock of Provectus  consists of 100,000,000
shares of common stock, par value $0.001 per share (the "Common Stock") of which
8,945,770  shares of Common Stock are issued and  outstanding.  Of the 8,945,770
shares of Common Stock that are issued and outstanding, 7,773,694 are restricted
and 1,172,076 are unrestricted. The authorized capital stock of Xantech consists
of: (i)  10,000,000  shares of common stock,  no par value,  of which  6,680,000
shares are issued and outstanding, all of which are owned by Provectus; and (ii)
5,000,000  shares of common  stock,  no par value,  of which none are issued and
outstanding.
                                       9
(b) All of the issued and outstanding  shares of Common Stock have been
duly authorized and validly issued and are fully paid and nonassessable.  Except
as set forth on Schedule 3.09, (i) no subscription, warrant, option, convertible
security or other right  (contingent  or  otherwise)  to purchase or acquire any
shares of capital stock of Provectus is authorized or outstanding, (ii) there is
no  commitment  of  Provectus  to  issue  any  subscription,   warrant,  option,
convertible security or other such right or to issue or distribute to holders of
any shares of its  capital  stock any  evidences  of  indebtedness  or assets of
Provectus,  and (iii)  Provectus has no obligation  (contingent or otherwise) to
purchase,  redeem or  otherwise  acquire any shares of its capital  stock or any
interest  therein  or to pay any  dividend  or make any  other  distribution  in
respect  thereof.  No person or entity is entitled to any  preemptive or similar
right with respect to the  issuance of any capital  stock of  Provectus,  or any
rights with respect to the  registration of any capital stock of Provectus under
the  Securities  Act. All of the issued and  outstanding  shares of Common Stock
have been offered,  issued and sold by Provectus in compliance  with  applicable
Federal and state  securities  laws.  To the best of  Provectus'  knowledge,  no
stockholder  of  Provectus  has granted  options or other rights to purchase any
shares of Common Stock from such stockholder.

         (c) All of the issued and  outstanding  shares of capital  stock of the
Xantech  Subsidiary  are owned by Provectus  free and clear of any and all Liens
and other encumbrances.

     3.10 Stockholder List and Agreements. Attached hereto as Schedule 3.10 is a
true and complete list of: (a) those equity holders of Provectus and each of its
Subsidiaries  that own five percent  (5%) or more of the issued and  outstanding
capital stock of Provectus and each Subsidiary as of the Closing;  and (b) those
equity  holders of  Provectus  and each of its  Subsidiaries  that are  officers
and/or directors of Provectus and each of its  Subsidiaries,  as applicable,  in
each case under (a) and (b),  showing  the  number of shares of Common  Stock or
other securities (or rights to purchase the Common Stock or other securities) of
Provectus and each  Subsidiary  held by each such  stockholder as of the date of
this  Agreement.  Except  as  contemplated  by  this  Agreement,  there  are  no
agreements, written or oral, between Provectus or a Subsidiary and any holder of
its capital stock, or, to the best knowledge of Provectus,  among any holders of
its capital stock, relating to the acquisition  (including,  without limitation,
rights of first  refusal or  preemptive  rights),  disposition  or voting of the
capital stock of Provectus or one of its Subsidiaries.

     3.11  Minute  Books.  The  minute  books  of  Provectus  and  each  of  its
Subsidiaries contain complete and correct summaries of all meetings of the Board
of Directors of Provectus and its Subsidiaries,  their respective committees and
their respective stockholders since 1995 with respect to Provectus and since the
time of incorporation with respect to each of its Subsidiaries, as applicable.

     3.12 Shares.  The Shares have been reserved by  Provectus,  will be validly
issued,  fully  paid  and  non-assessable  at such  time as they are  issued  to
Gryffindor  and will  constitute a portion of the capital  stock  authorized  by
Provectus.  Upon  conversion  of the Note or exercise of the Warrant,  Provectus
shall convey to Gryffindor all of the Shares free and clear of any and all Liens
or other  encumbrances  or  charges  of any kind not  created  by any  action of
Gryffindor.

                                       10
3.13  Property  and Assets.  Schedule  3.13 sets forth all of the  material
assets  and  Intellectual   Property  Rights  necessary  to  operate  Provectus'
Business.  Provectus  and its  Subsidiaries  have  good  title  to all of  their
material  properties  and assets,  including the Assets and all  properties  and
assets reflected in the Financial Statements, except those disposed of since the
date thereof in the ordinary course of business,  and none of such properties or
assets is subject to any Lien other than those the  material  terms of which are
described in the Financial Statements or in Schedule 3.13. Set forth on Schedule
3.13 is a true  and  complete  list of all  leases  to which  Provectus  and its
Subsidiaries are a party,  and Provectus and its  Subsidiaries  have provided to
Gryffindor  copies  of all such  leases.  Provectus  and each  Subsidiary  is in
compliance with all material terms of each lease to which it is a party.

     3.14 Patents and Trademarks.

         (a) Set forth on Schedule  3.14 is a complete and accurate  list of all
patents, patent applications,  trademarks,  service marks, trademark and service
mark applications,  trade names, copyrights, licenses, internet domain names and
registrations  presently owned or held by Provectus and each of its Subsidiaries
or  necessary  for the  conduct  of  Provectus'  Business  as  conducted  and as
currently  proposed  to be  conducted,  as well  as any  agreement  under  which
Provectus or any of its Subsidiaries has access to any confidential  information
used by  Provectus  or its  Subsidiaries  in their  respective  businesses  (the
"Intellectual Property Rights"). Provectus and its Subsidiaries own, or have the
right to use,  free and clear of all Liens,  charges,  claims and  restrictions,
under the agreements  and upon the terms  described in Schedule 3.14, all of the
Intellectual Property Rights. Except as set forth on Schedule 3.14, there are no
outstanding  options,  licenses  or  agreements  of  any  kind  relating  to the
foregoing,  nor is  Provectus  or its  Subsidiaries  bound  by or a party to any
options,  licenses  or  agreements  of any kind  with  respect  to the  patents,
trademarks,  service marks, trade names,  copyrights,  trade secrets,  licenses,
information  and other  proprietary  rights and processes of any other person or
entity other than such licenses or agreements  arising from the purchase of "off
the shelf" or standard  products.  Except as set forth on Schedule 3.14, neither
Provectus nor any of its Subsidiaries has received any  communications  alleging
that Provectus or any of its  Subsidiaries  has violated or, by conducting their
respective  businesses as currently proposed,  would violate any of the patents,
trademarks,  service marks, trade names, copyrights,  licenses, trade secrets or
other   proprietary   rights  of  any  other  person  or  entity   ("Third-Party
Intellectual  Property  Rights"),  and  to the  best  of  Provectus'  knowledge,
Provectus' Business shall not cause Provectus or its Subsidiaries to infringe or
violate any Third Party Intellectual Property Rights.  Provectus is not aware of
any  violation  by any  third  party  of any  Intellectual  Property  Rights  of
Provectus or its Subsidiaries or of any defects therein or in the title thereto.
No Person or entity (including,  without  limitation,  any prior employer of any
employee of Provectus or its  Subsidiaries)  has any right to or interest in any
Intellectual  Property Rights,  inventions,  improvements,  discoveries or other
information   assigned  to  Provectus  or  its  Subsidiaries  by  any  employee,
consultant or contractor.

                                       11
(b)  Provectus  and  each  of its  Subsidiaries  has  taken  reasonable
security  measures  to protect  the  secrecy,  confidentiality  and value of all
Intellectual  Property  Rights and all  Inventions (as defined  below).  Each of
Provectus'  and its  Subsidiaries'  employees and other Persons or entities who,
either  alone  or in  concert  with  others,  developed,  invented,  discovered,
derived,  programmed or designed Intellectual Property Rights or Inventions,  or
who have  knowledge  of or access to  information  about  Intellectual  Property
Rights or  Inventions,  have entered into a written  agreement with Provectus or
its  Subsidiaries  that provides that (i) these  Intellectual  Property  Rights,
other  information and Inventions are proprietary to Provectus and are not to be
divulged,  misused  or  misappropriated,  and (ii) these  Intellectual  Property
Rights,  other  information and Inventions are to be disclosed by such employees
and such persons to Provectus and transferred by them to Provectus,  without any
further  consideration  being given therefor by Provectus,  together with all of
such  employee's  or other  person's  right,  title and  interest in and to such
Intellectual  Property Rights, other information and Inventions and all patents,
trademarks,  service marks,  trade names,  copyrights,  licenses and rights with
respect to such Intellectual  Property Rights, other information and Inventions.
As used herein, "Inventions" means all inventions,  developments and discoveries
which during the period of an employee's or other person's  service to Provectus
or a Subsidiary  he or she makes or conceives  of, either solely or jointly with
others,  that  relate  to any  subject  matter  with  which  his or her work for
Provectus or a Subsidiary  may be concerned,  or relate to or are connected with
the business,  products,  services or projects of Provectus or a Subsidiary,  or
relate to the actual or  demonstrably  anticipated  research or  development  of
Provectus or a Subsidiary  or involve the use of  Provectus'  or a  Subsidiary's
time, material, facilities or trade secret information.

         (c) Each of the  Shareholders  have  assigned to Xantech all of his/its
right,  title and  interest in and to the  technologies  and other  intellectual
property  rights  associated  with the  Therapeutic  Business (as defined in the
Separation Agreement) as set forth in Schedule B to the Separation Agreement.

     3.15 Interested Party Transactions.  No officer, director or stockholder of
Provectus,  its  Subsidiaries  or any affiliate or "associate"  (as this term is
defined  in  Rule  405 of the  Securities  and  Exchange  Commission  under  the
Securities Act) of any such person or Provectus or its  Subsidiaries  has or has
had,  either  directly  or  indirectly,  (a) an interest in any person or entity
which (i) furnishes or sells services or products which are furnished or sold or
are proposed to be furnished or sold by Provectus or its  Subsidiaries,  or (ii)
purchases from or sells or furnishes to Provectus or its  Subsidiaries any goods
or services,  or (b) except as set forth on Schedule 3.15, a beneficial interest
in any  transaction,  contract or  agreement  to which  Provectus  or one of its
Subsidiaries is a party or by which it may be bound or affected.

     3.16 Financial Statements. Provectus has furnished to Gryffindor a complete
and  correct  copy  of  the  unaudited   balance  sheet  of  Provectus  and  its
Subsidiaries  (the "Balance Sheet") as of September 30, 2002 (the "Balance Sheet
Date") and the related  statements  of income and cash flows for the period then
ended, compiled by Provectus  (collectively,  the "Financial  Statements").  The
Financial  Statements have been prepared in accordance  with generally  accepted
accounting  principles,  except that the Financial Statement may not contain all
footnotes required by generally accepted accounting principles,  and are subject
to normal year-end audit adjustments that in the aggregate will not be material.
The Financial  Statements present fairly the financial  condition and results of
operations  of  Provectus  and its  Subsidiaries,  as at the  dates  and for the
periods indicated therein.

                                       12
3.17 Business  Plan.  The Business  Plan of Provectus and its  Subsidiaries
provided to  Gryffindor  is a complete  and correct  statement  of the  existing
business plans of Provectus and its Subsidiaries as of the Closing Date.

     3.18 Compliance.  To Provectus'  knowledge,  Provectus and its Subsidiaries
have, in all material respects,  complied with all laws,  regulations and orders
applicable to its business and have all material  permits and licenses  required
thereby.  There is no term or  provision of any  material  mortgage,  indenture,
contract,  agreement or instrument to which Provectus or a Subsidiary is a party
or by which it is bound, or, to the best of Provectus'  knowledge,  of any state
or Federal judgment, decree, order, statute, rule or regulation applicable to or
binding  upon  Provectus,   that  materially  adversely  affects  the  business,
prospects,  condition,  affairs or operations of Provectus,  its Subsidiaries or
any of their  respective  properties  or assets.  To  Provectus'  knowledge,  no
employee  of  Provectus  or a  Subsidiary  is in  violation  of any  contract or
covenant  (either with Provectus,  a Subsidiary or with another entity) relating
to   employment,    patent,    other   proprietary    information    disclosure,
non-competition, or non-solicitation.

     3.19  Subsidiaries.  Except for the Xantech Subsidiary and as otherwise set
forth  on  Schedule  3.19,  Provectus  has no  Subsidiaries  and does not own or
control,  directly  or  indirectly,   shares  of  capital  stock  of  any  other
corporation,  or any  interest  in  any  partnership,  joint  venture  or  other
non-corporate business entity or enterprise.

     3.20  Officers  and  Directors.  Schedule  3.20 sets forth a  complete  and
accurate  list of all  officers  and  directors  of  Provectus  and  each of its
Subsidiaries.

     3.21 Debt Owed by Provectus.  Except as set forth on Schedule 3.21, neither
Provectus nor any of its  Subsidiaries  owe any debt,  including any outstanding
interest,  to any Person or to any members of management,  directors,  officers,
principals,  founders,  or employees of Provectus or any Subsidiary,  other than
that debt  occurring  in the  ordinary  course of  business.  Provectus  and its
Subsidiaries  are not in default on all the  indebtedness  set forth on Schedule
3.22.

     3.22  Absence  of  Liabilities.  Except  as  disclosed  in  Schedule  3.22,
Provectus  and its  Subsidiaries  did not have,  as of September  30, 2002,  any
liabilities of any type which in the aggregate  exceed $5,000,  whether absolute
or contingent, which were not fully reflected on the Financial Statements. Since
September  30,  2002,  Provectus  and its  Subsidiaries  have  not  incurred  or
otherwise  become  subject to any  liabilities  or  obligations  (contingent  or
otherwise).  Provectus and its Subsidiaries  are current on all debts,  accounts
payable and lease obligations.

     3.23 Material  Contracts and  Obligations.  Set forth on Schedule 3.23 is a
true  and  complete  list of all of the  following  written  and  material  oral
contractual obligations of Provectus and its Subsidiaries:

                                       13
(a) All employment and consulting agreements,  employee benefit, bonus,
pension,  profit-sharing,  stock  option,  stock  purchase and similar plans and
arrangements;

         (b) All agreements relating to the Intellectual Property Rights;

         (c)  All   contractual   obligations   under  which  Provectus  or  its
Subsidiaries is or may become obligated to pay any legal, accounting, brokerage,
finder's or similar  fees or expenses in  connection  with,  or has incurred any
severance pay or special  compensation  obligations that would become payable by
reason of, this Agreement or the consummation of the  transactions  contemplated
hereby;

         (d) All  contractual  obligations  to sell or otherwise  dispose of any
assets of  Provectus  and its  Subsidiaries  having a value in excess of $5,000,
except in the ordinary course of Provectus' or a Subsidiary's business;

         (e) All material  agreements with any stockholder,  officer or director
of Provectus or its  Subsidiaries,  or any  "affiliate"  or  "associate" of such
persons (as such terms are defined in the Securities  Act),  including,  without
limitation,  any agreement or other arrangement  providing for the furnishing of
services by, rental or real or personal  property  from, or otherwise  requiring
payments to, any such person or entity;

         (f)  All   contractual   obligations   under  which  Provectus  or  its
Subsidiaries  have any liability or obligation  constituting or giving rise to a
guarantee of any liability or obligation of any person or entity, or under which
any person or entity has any liability or obligation constituting or giving rise
to a guarantee of any liability or  obligation of Provectus or its  Subsidiaries
(including, without limitation, partnership and joint venture agreements);

         (g)  All   contractual   obligations   under  which  Provectus  or  its
Subsidiaries  are or may  become  obligated  to pay any  amount  in  respect  of
indemnification   obligations,   purchase  price   adjustment  or  otherwise  in
connection with any (i) acquisition or disposition of assets or securities, (ii)
merger, consolidation or other business combination, or (iii) series or group of
related transactions or events of a type specified in subclauses (i) and (ii);

         (h) All  material  distributorship  agreements,  agreements  with sales
representatives and all other contractual obligations and oral agreements (other
than  purchase  orders and sales orders  entered into in the ordinary  course of
business) with distributors,  suppliers, vendors, or other suppliers of goods or
services;

         (i) All purchase  obligations (whether or not in the ordinary course of
business) that require  minimum  purchases by Provectus or its  Subsidiaries  in
excess of $5,000;

         (j) All non-terminable  contractual obligations involving consideration
to or liabilities of Provectus or its Subsidiaries in excess of $5,000; and

         (k) All  contractual  obligations not required to be listed on Schedule
3.23  pursuant  to  clauses  (a)  through  (j) above that  individually  involve
liabilities of Provectus or its Subsidiaries in excess of $5,000.

                                       14
Provectus has delivered to Gryffindor and counsel for Gryffindor a true and
complete copy of each of the contracts and  agreements  listed on Schedule 3.23,
including,  without limitation, all amendments thereto (the "Listed Contracts").
All of the Listed  Contracts  are valid,  binding  and in full force and effect.
There are no written or oral "side  agreements"  with any individual or business
whereby  Provectus  or any  Subsidiary  has  agreed to do  anything  beyond  the
requirements  of  formal  written  contracts   executed  by  Provectus  and  its
Subsidiaries.

     Each  contractual  obligation  in respect of the Listed  Contracts  is, and
after  giving  effect  to the  Closing  hereunder  and the  consummation  of the
transactions  contemplated  hereby will be,  enforceable  by  Provectus  and its
Subsidiaries  except for such failures to be so  enforceable  as do not and will
not, individually or in the aggregate, have a Material Adverse Effect. No breach
or  default  by  Provectus  or any  Subsidiary  under  any  of  the  contractual
obligations  in respect of the Listed  Contracts has occurred and is continuing,
and no event has  occurred  that with  notice or lapse of time would  constitute
such a breach or default or permit termination,  modification or acceleration by
any other person or entity under any of the contractual obligations,  other than
such  breaches,  defaults  and  events  as  have  not  had and  will  not  have,
individually or in the aggregate, a Material Adverse Effect. To the knowledge of
Provectus,  no breach or default by any other  person or entity under any of the
contractual  obligations  has  occurred  and is  continuing,  and no  event  has
occurred  that with  notice or lapse of time would  constitute  such a breach or
default or permit termination,  modification or acceleration by Provectus or any
Subsidiary  under any of such  contractual  obligations,  other  than  breaches,
defaults and events that have not had and will not have,  individually or in the
aggregate, a Material Adverse Effect.

         3.24 Absence of Changes.  Except as set forth on Schedule  3.24,  since
September 30, 2002, there has not been:

             (a) Any change in the assets,  liabilities,  financial condition or
operations of Provectus or any Subsidiary,  other than changes  occurring in the
ordinary  course of  business,  none of which has had or is  expected  to have a
Material Adverse Effect;

             (b) Any  damage,  destruction  or loss,  whether or not  covered by
insurance, which has, or could have a Material Adverse Effect;

             (c) Any waiver by Provectus or any  Subsidiary of a valuable  right
or of a material debt owed to it;

             (d)  Any  direct  or  indirect  loans  made  by  Provectus  or  any
Subsidiary to any shareholder, employee, officer or director of Provectus or any
Subsidiary, other than advances made in the ordinary course of business;

             (e)  Any  material  change  in  any  compensation   arrangement  or
agreement with any employee, officer, director or shareholder;

             (f)  Any   declaration   or  payment  of  any   dividend  or  other
distribution of the assets of Provectus;

             (g) Any satisfaction or discharge of any lien, claim or encumbrance
or payment of any  obligation  of  Provectus  or any  Subsidiary,  except in the
ordinary course of business;

                                       15
(h)  Any  debt,  obligation  or  liability  incurred,   assumed  or
guaranteed by Provectus or any Subsidiary,  except those for immaterial  amounts
and for current liabilities incurred in the ordinary course of business;

             (i) Any sale,  assignment  or transfer of any patents,  trademarks,
copyrights, trade secrets or other intangible assets;

             (j) Any change or  amendment  to any  material  agreement  to which
Provectus or a Subsidiary is a party or by which it is bound;

             (k) To  Provectus'  knowledge,  any other event or condition of any
character  that,  either  individually  or  cumulatively,  has,  or could have a
Material Adverse Effect; or

             (l) Any arrangement or commitment by Provectus or any Subsidiary to
do any of the acts described in Section 3.24(a) through (k) above.

     3.25  erisa.  Provectus  and its  Subsidiaries  do not  have  or  otherwise
contribute  to or  participate  in any  employee  benefit  plan  subject  to the
Employee  Retirement  Income  Security Act of 1974 other than a medical  benefit
plan and a 401(k) plan,  with respect to which all required  contributions  have
been made and all applicable laws have been complied with.

     3.26  Conduct.  Within  the past five (5)  years,  none of the  members  of
management,   directors,  officers,  principals,   founders,  key  employees  of
Provectus  or any  Subsidiary  have been  arrested,  charged or convicted of any
felony  or  other  crime of  moral  turpitude  or  plead  guilty  or plead  nolo
contendere to any felony or other crime of moral turpitude, nor are they engaged
in  criminal  activity,  nor have any of them been  bankrupt  or an  officer  or
director of a bankrupt company.

     3.27 Environmental Matters. To Provectus' knowledge,  neither Provectus nor
its  Subsidiaries  are in  violation  of any  applicable  Environmental  Law (as
defined  below)  or any  applicable  statute,  law  or  regulation  relating  to
occupational health and safety, and, to its knowledge,  no material expenditures
are or will be required in order to comply with any such existing  statute,  law
or regulation or  Environmental  Law.  Except as set forth on Schedule  3.27, no
Hazardous  Materials (as defined below) are used or have been used,  stored,  or
disposed of by Provectus or any Subsidiary or, to Provectus'  knowledge,  by any

                                       16
other person or entity on any property owned, leased or used by Provectus or any
Subsidiary.  For  purposes  of this  Agreement,  "Environmental  Law"  means any
federal,  state or local  law,  statute,  rule or  regulation  or the common law
relating  to the  protection  of human  health  or the  environment,  including,
without  limitation,  CERCLA (as defined below),  the Resource  Conservation and
Recovery  Act of  1976,  any  statute,  regulation  or order  pertaining  to (i)
treatment, storage, disposal, generation and transportation of industrial, toxic
or hazardous  materials or  substances  or solid or hazardous  waste;  (ii) air,
water and noise pollution;  (iii) groundwater and soil  contamination;  (iv) the
release or  threatened  release into the  environment  of  industrial,  toxic or
hazardous  materials  or  substances,  or solid or  hazardous  waste,  including
without  limitation,  emissions,  discharges,  injections,  spills,  escapes  or
dumping of pollutants, contaminants, chemicals; (v) the protection of wild life,
marine life and  wetlands,  including  without  limitation  all  endangered  and
threatened species; (vi) storage tanks vessels,  abandoned or discarded barrels,
containers  and other closed  receptacles;  (vii) health and safety of employees
and other  persons;  and  (viii)  manufacture,  processing,  use,  distribution,
treatment,   storage,  disposal,   transportation  or  handling  of  pollutants,
contaminants,  toxic or hazardous  materials or  substances  or oil or petroleum
products  or  solid  or  hazardous  waste.  For the  purposes  of the  preceding
sentence,  "Hazardous  Materials"  shall mean (a) materials  which are listed or
otherwise  defined as "hazardous" or "toxic" under any  Environmental Law or (b)
any petroleum products or nuclear  materials.  As used in this Section 3.28, the
terms  "release"  and  "environment"  shall  have the  meaning  set forth in the
federal Comprehensive Environmental Response,  Compensation and Liability Act of
1980 ("CERCLA").

     3.28 Real Property.  Neither  Provectus nor its  Subsidiaries  own any real
property.  Except as  provided  on  Schedule  3.28,  neither  Provectus  nor its
Subsidiaries  lease any real property or hold any leasehold interest in any real
property. To the extent Provectus or its Subsidiaries lease any real property or
hold any  leasehold  interest in any real  property,  neither  Provectus nor its
Subsidiaries  are in breach of any agreement  with respect to such real property
or leasehold interest.

     3.29 No Brokers.  No broker or finder  acting on behalf of Provectus or its
Subsidiaries brought about the obtaining,  making or closing of the transactions
contemplated  by this  Agreement  and the  Transaction  Documents,  and  neither
Provectus nor its  Subsidiaries  have any obligation to any Person in respect of
any finder's or brokerage fees in connection with the transactions  contemplated
by this Agreement and the Transaction Documents.

     3.30 Disclosures; No Untrue Statements Or Material Omissions. Provectus has
provided  Gryffindor with all information  requested in writing by Gryffindor in
connection with its decision to enter into the transactions contemplated by this
Agreement and the Transaction  Documents,  including all  information  Provectus
believes is reasonably necessary to make such investment decision.  Neither this
Agreement,  the Schedules and Exhibits hereto, the Transaction Documents nor any
other  document  delivered by Provectus to Gryffindor or its attorneys or agents
in connection herewith or therewith or with the transactions contemplated hereby
or thereby,  contain any untrue statement of a material fact nor omit to state a
material  fact  necessary in order to make the  statements  contained  herein or
therein not misleading. To Provectus' knowledge following due inquiry, there are
no facts  (individually  or in the aggregate) that would have a Material Adverse
Effect that have not been set forth in the Agreement, the Schedules and Exhibits
hereto, the Transaction  Documents or in other documents delivered to Gryffindor
or its attorneys or agents in connection herewith.

                                       17
ARTICLE IV
                                   ----------

                   representations & warranties of Gryffindor
                   ------------------------------------------

     Gryffindor hereby represents and warrants to Provectus as follows:

     4.01  Organization;  Good  Standing.  Gryffindor  is duly  formed,  validly
organized  and in good standing in the State of Delaware and in good standing in
every state in which  Gryffindor is required to maintain  good  standing  unless
failure to do so will not have a Material Adverse Effect.

     4.02  Authority.  Gryffindor has full power and authority to enter into and
to perform this Agreement in accordance  with its terms.  Gryffindor  represents
that it has not been organized,  reorganized or  recapitalized  specifically for
the purpose of investing in Provectus.

     4.03  Enforceability.  Upon  execution  and delivery by each of the parties
hereto and thereto,  this Agreement and each of the Transaction  Documents shall
be the  legal,  valid  and  binding  obligations  of  Gryffindor  and  shall  be
enforceable  against Gryffindor each in accordance with its terms except as such
enforceability  may be limited by bankruptcy,  insolvency or similar laws and by
equitable principles.

     4.04 Acquisition of the Shares

         (a)  Gryffindor  is  acquiring  the Note,  the  Warrant  and the Shares
issuable  upon  conversion  of the  Note and the  exercise  of the  Warrant  for
Gryffindor's  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 Gryffindor has no present or contemplated
agreement,  undertaking,  arrangement,  obligation,  indebtedness  or commitment
providing for the disposition thereof.

         (b) Gryffindor has reviewed  carefully the  representations  concerning
Provectus,  its Subsidiaries and their business contained in this Agreement, has
made detailed inquiry concerning Provectus, its Subsidiaries, their business and
their personnel; the officers of Provectus have made available to Gryffindor any
and all  written  information  which they have  requested  and have  answered to
Gryffindor's  satisfaction  all  inquiries  made  by  Gryffindor  or  any of its
representatives;  and  Gryffindor  has  sufficient  knowledge and  experience in
investing  in  companies  similar to  Provectus so as to be able to evaluate the
risks and merits of its investment in Provectus and is able  financially to bear
the  risks  thereof.  Gryffindor  is an  "accredited  investor"  as that term is
defined  in Rule  501(a) of  Regulation  D  promulgated  by the  Securities  and
Exchange Commission under the Securities Act of 1933, as amended.

                                       18
ARTICLE V
                                   ---------
                                   covenants
                                   ---------

     Until such time as (i) all  principal  and interest due and owing under the
Note is paid in full or (ii)  the  Shares  issued  upon  conversion  of the Note
(including any accrued but unpaid  interest) and the Shares issued upon exercise
of the Warrant are  registered,  and for as long as Gryffindor owns at least ten
percent (10%) of the Shares issued upon  conversion of the Note  (including  any
accrued but unpaid  interest),  Provectus and the  Shareholders  shall take such
steps,  and  shall  cause  each of its  Subsidiaries  to  take  such  steps,  as
appropriate to do the following:

     5.01 Notice Of Defaults Or Judgments. Provide to Gryffindor, within fifteen
(15)  calendar  days of receipt  thereof,  a copy of notice of any (a)  defaults
under  any  of the  Transaction  Documents,  (b)  Act  of  Bankruptcy  or Act of
Dissolution  with respect to Provectus  or any  Subsidiary,  (c) default that is
declared  (after giving effect to any  applicable  notice and/or grace  periods)
under  any  material  loan,  lease,  debt  or  obligation  of  Provectus  or any
Subsidiary,  including  but not limited to the  Obligations,  and the failure to
cure such  default  could  reasonably  be  expected  to have a Material  Adverse
Effect,  or (d) judgment  obtained  against  Provectus or any  Subsidiary  that,
singly,  or in the aggregate,  exceeds $20,000 and remains unpaid for over sixty
(60) days without Provectus obtaining a stay of execution, release, discharge or
appropriate surety bond.

     5.02  Insurance.  Within thirty (30)  calendar  days  following the Closing
Date,  obtain  for  Provectus  and  each of its  Subsidiaries  and,  thereafter,
maintain in full force and effect,  one or more policies of insurance  issued by
insurers of recognized responsibility,  insuring Provectus, its Subsidiaries and
their respective properties and businesses against losses and risks,  including,
but not limited to, directors' and officers',  comprehensive  general liability,
product  liability,  automobile and errors and omissions  insurance  coverage in
amount(s) and on terms and conditions reasonably satisfactory to Gryffindor.

     5.03  Access  To  Information.   Permit   Gryffindor,   or  any  authorized
representative  thereof,  to visit and inspect the  properties  of Provectus and
each of its  Subsidiaries,  including their  respective  corporate and financial
records,  to make copies and abstracts  thereof and to discuss their  respective
business and finances with officers,  employees and  independent  accountants of
Provectus  and  its   Subsidiaries,   during  normal  business  hours  following
reasonable notice and as often as may be reasonably requested.

     5.04  Maintain  Existence.  Preserve  and  keep in full  force  and  effect
Provectus'  and  its  Subsidiaries'  respective  corporate  existences  in  good
standing and their respective rights to conduct their respective businesses in a
prudent and lawful  manner in all  jurisdictions  in which it conducts  business
except to the extent that the failure to do so would not have a Material Adverse
Effect on Provectus.

     5.05  Licenses.  Keep all Licenses  needed to properly  operate  Provectus'
Business valid and in full force and effect.
                                       19
5.06 Non-Disclosure,  Developments and Non-Competition  Agreement.  Require
all persons now or hereafter employed by Provectus or any of its Subsidiaries to
enter into the form of Proprietary Information,  Confidentiality,  Assignment of
Inventions and Non-Compete  Agreement with Provectus  attached hereto as Exhibit
D. Provectus will not make any material  change to such form or such  agreements
signed by the  Shareholders  without the prior  written  consent of  Gryffindor,
which consent shall not be unreasonably withheld.

     5.07  Expenses of  Directors.  Promptly  reimburse in full each  Gryffindor
Director for all of his or her  reasonable  out-of-pocket  expenses  incurred in
attending  each  meeting  of the Board of  Directors  of  Provectus  and/or  its
Subsidiaries  or any committee  thereof or incurred in connection with any other
travel  requested by or on behalf of Provectus  and/or its  Subsidiaries,  which
expenses shall be consistent with the travel policies of Provectus.

     5.08 Reservation of Common Stock.  Reserve and maintain a sufficient number
of shares of Provectus  Common Stock for issuance upon  conversion of all of the
outstanding Shares.

     5.09 Board of Directors Meetings.  Initially require the Board of Directors
to meet monthly until such time as the Board of Directors  unanimously  votes to
schedule  such meetings  less  frequently,  provided that the Board of Directors
shall meet at least twice each quarter  unless  waived by  Gryffindor  Director.
Provectus and each of its  Subsidiaries  shall provide  Gryffindor  with advance
written  notice of all  meetings of their  respective  Boards of  Directors  and
committees  thereof and copies of all meeting  minutes  thereto,  regardless  of
whether Gryffindor is represented on the applicable Board of Directors.

     5.10 Auditor.  Retain a firm of certified public accountants  acceptable to
Provectus' board of directors (including Gryffindor Director) to audit its books
and records at least annually.

     5.11 No Liens.  Upon  conversion  of the Note or exercise  of the  Warrant,
convey to Gryffindor all of the applicable  Shares free and clear of any and all
Liens or other  encumbrances or charges of any kind not created by any action of
Gryffindor.

     5.12 Financial Statements and Other Information.

         (a) Provectus shall maintain books and records of account in which full
and correct entries shall be made of all of its business  transactions  pursuant
to a system of accounting  established and  administered in accordance with GAAP
consistently  applied, and shall set aside on its books all such proper accruals
and reserves as shall be required under GAAP, consistently applied.

         (b) Provectus shall deliver to Gryffindor:

             (i) within  sixty (60)  calendar  days after the end of each fiscal
quarter,  unaudited  consolidated  financial  statements of Provectus (including
balance sheet,  statement of earnings,  stockholder's equity and cash flows) for
such quarter,  year-to-date and compared to budget and the comparable  period of
the prior year,  prepared in accordance  with GAAP,  with the exception  that no
notes need be attached to such statements and year-end audit adjustments may not
have been made;

                                       20
(ii) within  ninety (90) calendar days after the fiscal year's end,
audited  annual  consolidated  financial  statements  prepared  by a  nationally
recognized  independent  public accounting firm or such other independent public
accounting firm  reasonably  acceptable to Gryffindor and prepared in accordance
with GAAP, consistently applied;

             (iii) not less than sixty (60) calendar days prior to the beginning
of each fiscal year an annual  operating plan and budget,  prepared on a monthly
basis for the ensuing fiscal year, and on a basis  consistent with prior periods
(including, among other items, appropriate reserves, accruals and provisions for
income  taxes)  and  representing  the best  estimate  of  Provectus  based upon
available  information.  Provectus  also shall furnish to  Gryffindor,  within a
reasonable  time of its  preparation,  amendments to the annual budget,  if any.
Such  budget  shall  include  underlying  assumptions  and a  brief  qualitative
description of Provectus' plan by the Chief Executive Officer or Chief Financial
Officer in support of that budget;

             (iv) within  forty-five (45) days of the close of any fiscal year a
revised/updated three (3)-year business plan of Provectus;

             (v) any  management  letters and other any reports to management of
Provectus  by  accounting  firms  concerning   internal  controls  or  operating
procedures; and

             (vi)  such  other  information   respecting   Provectus'  business,
financial  condition or prospects as Gryffindor may reasonably request from time
to time.

         (c)  The  foregoing  financ  ial  statements  shall  be  prepared  on a
consolidated basis if Provectus then has any Subsidiaries.

         (d) The financial  statements  delivered pursuant to  subsections(b)(i)
and (ii) shall be  accompanied by a certificate  of Provectus'  Chief  Executive
Officer and Chief  Financial  Officer  stating  that such  statements  have been
prepared in  accordance  with GAAP  consistently  applied  (except as noted) and
fairly  present the  financial  condition and results of operations of Provectus
and its Subsidiaries at the date thereof and for the periods covered thereby.

         (e) If Provectus  fails to provide the reports or financial  statements
required by this Section 5.12,  within  thirty (30) days after  written  request
therefore,  Gryffindor  shall have the right and authority,  at Provectus'  sole
expense,  to request an audit by an accounting firm of its or their choice, such
that the  reports or  financial  statements  are  produced  to its or their sole
satisfaction.

     5.13 Material Adverse Changes.  Provectus shall notify Gryffindor,  as soon
as practicable,  and in any event within ten (10) days of discovery, of: (a) any
event  (including  pending or threatened  litigation)  which could reasonably be
expected  to  involve  an amount in excess of  $10,000  or could have a Material
Adverse Effect; (b) a material default or any event or occurrence which with the
lapse of time or notice or both could become a default  under any of  Provectus'
Material  Agreements;  (c) a default or any event or  occurrence  which with the
lapse of time or  notice or both  could  become a  default  under  the  Purchase
Agreement;  and (d) any change in any material fact or circumstance  represented
or warranted in this Agreement.  Such notice shall contain a reasonably detailed
statement outlining such default or event, and Provectus' proposed response.

                                       21
5.14  Directors'   Liability  and   Indemnification.   Provectus'  and  its
Subsidiaries'  Certificate  of  Incorporation  and Bylaws shall provide for: (a)
elimination  of the  liability of directors to the maximum  extent  permitted by
law; and (b) indemnification of directors for acts on behalf of Provectus to the
maximum extent permitted by law.

     5.15  Compliance  with Law.  Provectus  shall (and shall  cause each of its
Subsidiaries,  if any) to comply  with all  federal,  state  and local  laws and
regulations  applicable  to it,  including,  without  limitation,  ERISA,  those
regarding the collection, payment and deposit of employees' income, unemployment
and Social Security taxes and those relating to environmental  matters where the
failure to comply  could  reasonably  be  expected  to have a  Material  Adverse
Effect.

     5.16  Agreements.  Provectus shall and shall cause each of its Subsidiaries
to  perform,  within  any  required  time  period  (after  giving  effect to any
applicable grace periods),  all of its obligations and enforce all of its rights
under each  agreement  to which it is a party,  including,  without  limitation,
collective  bargaining  agreements  and  leases to which any such  company  is a
party,  where the failure to so perform and enforce could reasonably be expected
to have a Material  Adverse Effect.  Provectus shall not and shall cause each of
its  Subsidiaries  not to terminate or modify in any manner  adverse to any such
company any provision of any agreement to which it is a party which  termination
or modification could reasonably be expected to have a Material Adverse Effect.

     5.17  Payment  of  Taxes.  Provectus  agrees to pay or cause to be paid all
taxes,  assessments and other governmental charges levied upon any of its assets
or  those  of  its  Subsidiaries  or in  respect  of  its  or  their  respective
franchises,  businesses,  income or  profits,  all  trade  accounts  payable  in
accordance  with usual and customary  business  terms,  and all claims for work,
labor or  materials,  which if  unpaid  might  become a Lien  upon any  asset of
Provectus  or any  Subsidiary,  before the same become  delinquent,  except that
(unless and until foreclosure, sale or other similar proceedings shall have been
commenced)  no such charge need be paid if being  contested in good faith and by
appropriate  measures  promptly  initiated and diligently  conducted if (a) such
reserve or other  appropriate  provision,  if any, as shall be required by sound
accounting  practice  consistent with GAAP shall have been made therefor and (b)
such contest does not have a Material Adverse Effect.

     5.18 Preservation of Intellectual Property Rights. Possess and maintain all
material  Intellectual  Property  Rights  necessary  to  the  conduct  of  their
respective businesses and own all right, title and interest into and to, or have
a valid license for, all material Intellectual Property Rights used by Provectus
and its  Subsidiaries in the conduct of their respective  businesses.  Provectus
will not take any action or fail to take any action,  and will  prevent  each of
its  Subsidiaries  from taking any action or failing to take any  action,  which
would  result  in the  invalidity,  abuse,  misuse or  unenforceability  of such
Intellectual  Property  Rights or which would  infringe upon any rights of other
Persons.

                                       22
5.19 Use of Proceeds. Use the net proceeds received from the loan under the
Note in accordance with the terms set forth in the Note.

                                   ARTICLE VI
                                   ----------

                       fees, expenses and indemnification
                       ----------------------------------

     6.01 Fees And  Expenses Of  Provectus  and  Gryffindor.  Provectus  and the
Shareholders,  jointly and  severally,  shall pay, and hold  Gryffindor  and all
subsequent  holders of the Note,  the  Warrant and the Shares  harmless  against
liability for the payment of (a) the reasonable fees and out-of-pocket  expenses
of  Piper  Rudnick,  counsel  to  Gryffindor,  arising  in  connection  with the
negotiation  and  execution  of  this  Agreement  and  the  consummation  of the
transactions  contemplated  by this  Agreement,  which  shall be  payable at the
Closing to the extent then known; provided, however, that Provectus shall not be
required to pay more than an aggregate of $10,000; and (b) stamp and other taxes
which may be payable in respect of the execution and delivery of this  Agreement
or the  issuance,  delivery  or  acquisition  of any  Shares  pursuant  to  this
Agreement,  the Transaction Documents or any Common Stock upon conversion of the
Shares.

     6.02  Indemnification by Provectus and the Shareholders.  Provectus and the
Shareholders,  jointly and severally,  shall defend (at  Gryffindor  Indemnified
Parties'  sole  option  and at  Provectus'  sole  expense),  indemnify  and hold
Gryffindor,  its officers,  directors,  members,  managers,  employees,  agents,
representatives,   successors   and  assigns   (collectively   the   "Gryffindor
Indemnified  Parties")  harmless  from and against  any and all losses,  claims,
damages,  liabilities and related expenses, including reasonable attorney's fees
and expenses, incurred by the Indemnified Parties arising out of or relating to:
(a) any action or inaction of Provectus  or a  Subsidiary  that gives rise to or
results in the occurrence of any claim; (b) any breach of any  representation or
warranty  made by  Provectus  and/or the  Shareholders  in or  pursuant  to this
Agreement,  the  Transaction  Documents  or any other  certificate  or  document
delivered by them pursuant to this  Agreement;  (c) any breach or default by the
Provectus  and/or the Shareholders of any covenant or obligation of them in this
Agreement or any of the  Transaction  Documents;  (d) any claim or proceeding of
any kind whatsoever,  whether instituted or commenced prior to or after the date
hereof,  which relates to,  arises from,  or occurs in connection  with facts or
circumstances  relating to (i) the  Separation  Agreement,  (ii) the Assets,  or
(iii) the  conduct  of  Provectus'  business,  or its  assets,  or any  services
provided on or prior to the date hereof; (e) any liabilities of Provectus and/or
the  Shareholders;  or (f) any  violations  of,  or  obligations  under any laws
relating to acts, omissions, circumstances or conditions existing on or prior to
the  date  hereof,  whether  or  not  such  acts,  omissions,  circumstances  or
conditions  constituted a violation of such laws,  as then in effect;  provided,
however, any such indemnity shall not apply to any such losses, claims, damages,
liabilities  or related  expenses  arising from the gross  negligence or willful
misconduct of the Gryffindor Indemnified Parties.

                                       23
6.03  Indemnification  By  Gryffindor.  Gryffindor  shall  defend  (at  the
Provectus  Indemnified  Parties' sole option and at Gryffindor's  sole expense),
indemnify  and hold  Provectus,  its  officers,  directors,  members,  managers,
shareholders (including the Shareholders),  employees, agents,  representatives,
successors  and  assigns  (collectively  the  "Provectus  Indemnified  Parties")
harmless from and against any and all losses, claims,  damages,  liabilities and
related expenses, including reasonable attorney's fees and expenses, incurred by
the  Indemnified  Parties  arising out of or relating  to: (a) any breach of any
representation  or warranty made by Gryffindor in or pursuant to this Agreement,
the  Transaction  Documents or any other  certificate  or document  delivered by
Gryffindor  pursuant  to  this  Agreement;  or (b)  any  breach  or  default  by
Gryffindor of any covenant or obligation of them in this Agreement or any of the
Transaction Documents;  provided, however, any such indemnity shall not apply to
any such losses, claims,  damages,  liabilities or related expenses arising from
the gross negligence or willful misconduct of the Provectus Indemnified Parties.

                                  ARTICLE VII
                                  -----------

                                  MISCELLANEOUS
                                  -------------

     7.01  Non-Waiver.  No course of dealing  between  Gryffindor  and any other
party hereto or any failure or delay on the part of Gryffindor in exercising any
rights or remedies under this Agreement,  the Note or the Warrant  operates as a
waiver of any rights or remedies of Gryffindor under any Agreement,  the Note or
the Warrant.  No single or partial exercise of any rights or remedies  hereunder
operates as a waiver or  precludes  the exercise of any other rights or remedies
hereunder.

     7.02 Successors and Assigns. Except as otherwise expressly provided herein,
all covenants and agreements  contained in this Agreement by or on behalf of any
of the  parties  hereto  will bind and inure to the  benefit  of the  respective
successors  and  assigns of the parties  hereto,  whether so  expressed  or not,
provided,  however,  that  Provectus  shall not assign (by  operation  of law or
otherwise)  this  Agreement,  the  Transaction  Documents  or any part hereof or
thereof or any  obligation  hereunder or  thereunder  without the prior  written
consent of Gryffindor. Gryffindor may assign, transfer, sell or otherwise convey
or  hypothecate  all or any  portion of the Note,  the  Warrant or the Shares in
Gryffindor's  (or such other holder's) sole and absolute  discretion  subject to
compliance with the applicable securities laws. In addition,  and whether or not
any express assignment has been made, the provisions of this Agreement which are
for the benefit of Gryffindor or any holder of all or any part of the Note,  the
Warrant or the  Shares are also for the  benefit  of,  and  enforceable  by, any
subsequent holders of all or any part of the Note, the Warrant or the Shares.

     7.03  Remedies  Non-Exclusive.   None  of  Gryffindor's  rights,  remedies,
privileges or powers  expressly  provided for herein are exclusive,  but each of
them is  cumulative  with,  and in  addition  to,  every  other  right,  remedy,
privilege and power now or hereafter  existing in  Gryffindor's  favor,  whether
pursuant to this Agreement,  the Transaction Documents,  at law or in equity, by
statute or otherwise.

                                       24
7.04  Notices.  All  notices,  requests,  demands and other  communications
required or  permitted  under this  Agreement  or by law shall be in writing and
given to the parties at the address  listed  below (or to such other  address as
shall at any time be designated  by any party in writing to the other  parties):
(a) by certified U.S. mail, return receipt  requested,  postage prepaid;  (b) by
facsimile   transmission  (provided  confirmation  of  the  receipt  thereof  is
obtained);  (c) by recognized overnight courier service (e.g., Federal Express);
or (d) by hand-delivery:

         To Gryffindor:     Gryffindor Capital Partners I, L.L.C.
                            150 North Wacker Drive, Suite 800
                            Chicago, Illinois 60606
                            Facsimile: (312) 499-1935
                            Attention: Stuart Fuchs

         with a copy to:    Piper Rudnick
                            203 N. LaSalle Street
                            Suite 1800
                            Chicago, IL  60504
                            Attn:  Deborah Gersh

         To Provectus:      Provectus Pharmaceuticals, Inc.
                            7327 Oak Ridge Highway, Suite A
                            Knoxville, TN  37931
                            Attention:  Timothy C. Scott, Ph.D., President

         with a copy to:    Baker, Donelson, Bearman & Caldwell
                            2200 Riverview Tower
                            900 South Gay Street
                            Knoxville, TN  37902
                            Attn: David L. Morehous

     All such notices shall be deemed  effective (a) when actually  delivered or
when sent by facsimile (upon electronic confirmation of receipt), (b) three days
after being deposited in the United States mail,  first class,  postage prepaid,
or (c) one day after being delivered to a reputable overnight delivery service.

     7.05  Entire  Agreement;   Integration   Clause.  This  Agreement  and  the
Transaction  Documents set forth the entire agreements and understandings of the
parties hereto with respect to this  transaction,  and any prior  agreements are
hereby merged herein and terminated.  The recitals appearing at the beginning of
this Agreement are hereby incorporated herein by this reference.

     7.06 No Oral  Modification Or Waivers.  The terms of this Agreement may not
be modified or waived orally, but only by an instrument in writing signed by the
party against which  enforcement of the  modification or waiver (as the case may
be) is sought.

                                       25
7.07  Governing  Law.  The laws of the State of  Illinois  (other  than its
conflicts of law principles) govern this Agreement and the Transaction Documents
except with respect to the following matters which will be governed by the state
of  incorporation  of  Provectus  and/or its  Subsidiaries  as  applicable:  due
incorporation and qualifications for good standing, the issuance of Common Stock
and other  capital  stock of  Provectus  and its  Subsidiaries  and the Board of
Directors of Provectus and its Subsidiaries.

     7.08 Headings.  The headings of the paragraphs and  sub-paragraphs  of this
Agreement and the Transaction Documents are inserted for convenience only and do
not constitute a part of this Agreement or the Transaction Documents.

     7.09  Severability.  To  the  extent  any  provision  herein  violates  any
applicable  law, that provision shall be considered void and the balance of this
Agreement shall remain unchanged and in full force and effect.

     7.10  Counterparts.  This  Agreement may be executed in  counterparts.  The
signature  of,  or on  behalf  of,  each  party  does not need to appear on each
counterpart,  so long as it  appears  on one or  more of the  counterparts.  All
counterparts shall collectively constitute one original document.

                                       26
IN WITNESS  WHEREOF,  the  undersigned  have  executed and  delivered  this
Agreement as of the date first above written.

                                   GRYFFINDOR CAPITAL PARTNERS I, L.L.C.
                                   By:

                                   By:/s/ Stuart Fuchs
                                   Name:Stuart Fuchs
                                   Title:Managing Principal

                                   PROVECTUS PHARMACEUTICALS, INC.
                                   a Nevada corporation

                                   By:/s/ Craig Dees
                                   Craig Dees, Ph.D., Chief Executive Officer

                                   /s/ Craig Dees
                                   Craig Dees, Ph.D.

                                   THE DEES FAMILY FOUNDATION

                                   By:/s/ Craig Dees
                                   Name: Craig Dees
                                   Its:President

                                   /s/ Eric A. Wachter
                                   Eric A. Wachter, Ph.D.

                                   THE ERIC A. WACHTER 1998
                                   CHARITABLE REMAINDER UNITRUST

                                   By:/s/ Eric A. Wachter
                                   Name:/s/ Eric A. Wachter
                                   Its:Trustee

                                       27
/s/ Timothy C. Scott
                                   Timothy C. Scott, Ph.D.

                                   THE SCOTT FAMILY INVESTMENT
                                   LIMITED PARTNERSHIP

                                   By: /s/ Timothy C. Scott
                                   Name: Timothy C. Scott
                                   Its: General Partner

                                   /s/ Walter Fisher
                                   Walter Fisher, Ph.D.

                                   THE FISHER FAMILY INVESTMENT
                                   LIMITED PARTNERSHIP

                                   By: /s/ Walter Fisher
                                   Name: Walter Fisher
                                   Its: General Partner

                                   THE WALT FISHER 1998
                                   CHARITABLE REMAINDER UNITRUST

                                   By: /s/ Walter Fisher
                                   Name: Walter Fisher
                                   Its: Trustee

                                   /s/ John T. Smolik
                                   John T. Smolik

                                   THE SMOLIK FAMILY LLP

                                   By: /s/ John T. Smolik
                                   Name: John T. Smolik
                                   Its: General Partner

                                       28
Exhibit 4.2

THIS NOTE AND THE SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 ("ACT") OR ANY APPLICABLE STATE SECURITIES LAWS. THEY
MAY NOT BE SOLD,  OFFERED FOR SALE,  PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A
REGISTRATION  STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES  UNDER SUCH ACT
OR AN OPINION OF COUNSEL  SATISFACTORY TO THE BORROWER THAT SUCH REGISTRATION IS
NOT REQUIRED.

                         SENIOR SECURED CONVERTIBLE NOTE
                         -------------------------------

$1,000,000                                                     November 26, 2002

     FOR VALUE  RECEIVED,  PROVECTUS  PHARMACEUTICALS,  INC.  (the  "Borrower"),
promises  to  pay  to  the  order  of  GRYFFINDOR  CAPITAL  PARTNERS  I,  L.L.C.
("Lender"),  at the  Borrower's  office  at 7327  Oak  Ridge  Highway,  Suite A,
Knoxville,  TN 37931,  or such other place as the holder hereof may from time to
time appoint in writing,  in lawful money of the United  States of America,  the
principal  sum of One Million and 00/100  Dollars  ($1,000,000),  or such lesser
principal amount as may be outstanding hereunder, together with interest payable
quarterly  in arrears on the  principal  balance from time to time unpaid at the
rate of eight percent (8%) per annum (the "Loan Rate") until maturity.  From and
after the  occurrence  of an Event of  Default  (as  hereinafter  defined),  the
outstanding  principal  amount  hereof shall bear interest at the rate of twelve
percent (12%) per annum (the "Default  Rate").  Interest will be computed on the
daily principal balance outstanding during the period from the last payment date
to the  current  payment  date.  Interest  shall be the product  resulting  when
multiplying the rate of interest by the principal balance outstanding,  dividing
by 360, and then multiplying by the actual number of days interest has accrued.

     The  following  is a statement  of the rights of Lender under this Note and
the conditions to which this Note and the Borrower are subject, and to which the
Borrower hereby agrees as follows:

     1. Purchase  Agreement.  This Senior Secured  Convertible  Promissory  Note
(this  "Note") is executed and  delivered by the Borrower  pursuant to the terms
and conditions of the Convertible  Secured  Promissory Note and Warrant Purchase
Agreement of even date herewith between,  among others,  the Borrower and Lender
(the "Purchase Agreement").  This Note is subject to the terms and conditions of
the  Purchase  Agreement.  Any  capitalized  term used herein and not  otherwise
defined herein shall have the meaning given to it in the Purchase Agreement.

     2. Repayment Terms.  Subject to Lender's conversion rights set forth below,
the Borrower  shall pay the  outstanding  principal  balance and all accrued and
unpaid interest due hereunder on November 26, 2004 (the "Maturity Date").
Notwithstanding  anything to the contrary  contained herein, if at any time
prior to the Conversion Start Date (as hereinafter defined),  the Borrower shall
fail  to  make  any  quarterly  payment  of  interest  due  hereunder  (each,  a
"Pre-Conversion  Unmatured  Interest  Default"),  the Borrower shall forfeit any
right to pay the amount of such  Pre-Conversion  Unmatured  Interest Default (or
cause any other entity or affiliate of the Borrower, including any guarantor, to
pay such amount) and the outstanding principal amount hereof shall bear interest
at the  Default  Rate until such time as this Note is repaid in full or the full
amount due under this Note is converted  in  accordance  with the terms  herein;
provided,  further,  that,  at any time after the  Conversion  Start  Date,  the
Borrower  shall fail to make any  quarterly  payment of interest due  hereunder,
such failure shall constitute an Event of Default under Section 7(a) hereof.

     3. Optional  Conversion.  Subject to Lender's  conversion right pursuant to
Section 4.1.6 of the Shareholders' Agreement, dated as of even date herewith, by
and among,  Borrower,  Lender and  certain  other  shareholders,  commencing  on
November  26, 2003 (the  "Conversion  Start  Date")  through and  including  the
Maturity Date,  Lender, in its sole discretion,  shall have the right to convert
the outstanding principal and accrued and unpaid interest on this Note, in whole
or in part, into certain shares of stock of the Borrower as follows:

         a) Principal. Lender shall have the right to convert all or any portion
of the  outstanding  principal  amount under the Note into that number of common
shares of the Borrower equal to the amount of principal to be converted  divided
by the conversion  price of $0.737 (the "Principal  Shares"),  which  conversion
price was determined  based on (i) Lender owning that number of shares of common
stock of the Borrower  constituting  twelve and one-half percent (12.50%) of the
Borrower  (assuming that the Principal Shares are converted and the shares under
the Warrant are  exercised  at the same time) at a pre-money  valuation  of Five
Million Dollars  ($5,000,000),  and (ii)  outstanding  shares and commitments to
issue shares, in the amount of 9,050,763,  as represented by the Borrower in the
Purchase  Agreement,  which amount  excludes those shares  reserved for issuance
under the Borrower's employee stock option plan.

         b)  Interest.  Lender  also shall have the right to convert  all or any
portion of the  accrued and unpaid  interest  under the Note into that number of
common  shares of the Borrower  equal to the amount of principal to be converted
divided  by the  conversion  price  of  $0.55  (the  "Interest  Shares"),  which
conversion  price was  determined  based on (i) a  pre-money  valuation  of Five
Million Dollars  ($5,000,000),  and (ii)  outstanding  shares and commitments to
issue shares, in the amount of 9,050,763,  as represented by the Borrower in the
Purchase  Agreement,  which amount  excludes those shares  reserved for issuance
under the Borrower's employee stock option plan.

         c) Mechanics of Conversion.  Before Lender shall be entitled to convert
this Note into the Principal  Shares and/or the Interest  Shares  (collectively,
the "Acquired  Securities"),  as applicable,  Lender shall  surrender this Note,
duly endorsed,  at the office of the Borrower,  and shall give written notice to
the Borrower at its principal  corporate  office of the election to the same and
shall state therein the name or names in which the  certificate or  certificates
for the Acquired Securities are to be issued. The Borrower, promptly thereafter,

                                       2
shall issue and deliver to such persons at the address  specified  by Lender,  a
certificate or certificates  for the Acquired  Securities to which the Holder is
entitled. Such conversion shall be deemed to have been made immediately prior to
the  close of  business  on the date of such  surrender  of this  Note,  and the
persons  entitled  to  receive  the  Acquired   Securities  issuable  upon  such
conversion  shall be treated for all purposes as the record holder or holders of
such Acquired  Securities as of such date. No fractional  shares shall be issued
upon  conversion  of the principal  and/or  interest due under this Note and the
number of Acquired  Securities  to be issued  shall be rounded up to the nearest
whole share.

         d) Effect of Reorganization, Reclassification, Consolidation, Merger or
Sale.  If at any  time  while  this  Note  is  outstanding  there  shall  be any
reorganization or  reclassification  of the capital stock of the Borrower or any
consolidation or merger of the Borrower with another  corporation  (other than a
consolidation  or merger in which the Borrower is the surviving entity and which
does  not  result  in any  change  in the  Common  Stock),  or any sale or other
disposition  by the  Borrower of all or  substantially  all of its assets to any
other  corporation,  the holder of this Note shall thereafter upon conversion of
this  Note be  entitled  to  receive  the  number  of  shares  of stock or other
securities  or  property  of  the  Borrower,  or of  the  successor  corporation
resulting from such  consolidation  or merger,  as the case may be, to which the
Acquired  Securities  (and any other  securities  and property) of the Borrower,
deliverable upon the exercise of the conversion under this Note, would have been
entitled  upon  such   reorganization,   reclassification   of  capital   stock,
consolidation, merger, sale or other disposition if this Note had been exercised
immediately  prior to such  reorganization,  reclassification  of capital stock,
consolidation,  merger, sale or other disposition. In any such case, appropriate
adjustment  (as  determined  in good  faith  by the  Board of  Directors  of the
Borrower)  shall be made in the  application of the provisions set forth in this
Note with respect to the rights and  interests  thereafter of the holder of this
Note to the end that the  provisions  set  forth in this Note  (including  those
relating to adjustments of the number of shares  issuable upon the conversion of
this Note) shall  thereafter be  applicable,  as near as  reasonably  may be, in
relation  to any  shares  or  other  property  thereafter  deliverable  upon the
conversion  hereof as if this Note had been converted  immediately prior to such
reorganization,  reclassification of capital stock, consolidation,  merger, sale
or other  disposition  and the holder  hereof had  carried  out the terms of the
exchange as provided  for by such  reorganization,  reclassification  of capital
stock,  consolidation  or  merger.  The  Borrower  shall  not  effect  any  such
reorganization,   consolidation   or  merger  unless,   upon  or  prior  to  the
consummation   thereof,  the  successor  corporation  shall  assume  by  written
instrument  the obligation to deliver to the holder hereof such shares of stock,
securities,  cash or property  as such  holder  shall be entitled to purchase in
accordance with the foregoing provisions.

         e) Effect of a Stock Dividends,  Splits,  Etc. If the Borrower shall at
any time after the date hereof fix a record date for the  subdivision,  split-up
or stock  dividend of shares of its Common Stock,  then,  concurrently  with the
effectiveness of such subdivision, split-up or dividend, the number of shares of
Common  Stock  issuable  on  conversion  of this  Note  shall  be  increased  in
proportion to such increase in outstanding shares of Common Stock.

         f) Prior Notice as to Certain Events. In case at any time:

                                       3
(i) the  Borrower  shall  offer  for  subscription  pro rata to the
holders of its Common Stock any  additional  shares of stock of any class or any
other rights; or

             (ii) there shall be any reorganization or  reclassification  of the
capital stock of the Borrower,  or  consolidation or merger of the Borrower with
another  corporation or a sale or disposition  of all or  substantially  all its
assets; or

             (iii)  there  shall  be a  voluntary  or  involuntary  dissolution,
liquidation or winding up of the Borrower;

     then, in each of said cases,  the Borrower shall give prior written notice,
by first class mail,  postage  prepaid,  addressed to the holder of this Note at
the address of such holder as shown in Section 9(k) below,  of the date on which
(iv) the books of the  Borrower  shall close or a record shall be taken for such
stock dividend,  distribution or subscription rights or (v) such reorganization,
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding up shall take place,  as the case may be. Such notice also shall specify
the date as of which the holders of the Common Stock of record shall participate
in said stock dividend, distribution or subscription rights or shall be entitled
to exchange their Common Stock for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation  or winding up, as the case may be.  Such  written  notice  shall be
given at least ten (10) days prior to the action in  question  and not less than
ten (10)  days  prior to the  record  date or the date on which  the  Borrower's
transfer books are closed in respect thereto.

         g)  Reservation  of Common Stock.  The Borrower will at all times after
the date hereof  reserve and keep  available for issuance  upon the  conversions
described  herein such number of authorized and unissued  shares of Common Stock
as will be sufficient to permit the conversions  described herein, and upon such
issuance  such  shares of Common  Stock will be validly  issued,  fully paid and
nonassessable,  and free from all liens and charges with respect to the issuance
thereof.

     4.  Prepayment.  The Borrower will not have the right at any time to prepay
this Note in whole or in part,  except in the event that the Borrower  obtains a
commitment  from  another  investor  for an amount not less than  Three  Million
Dollars  ($3,000,000) in exchange for shares of the Borrower,  which  commitment
shall  include an  obligation  on the part of such investor to repay in full the
outstanding principal balance plus all accrued and unpaid interest thereon owing
hereunder  (the  "Obligations"),  and such  commitment  is on  terms  reasonably
acceptable to Lender.  In such event, the Borrower may prepay this Note in full;
provided,  however,  such prepayment  shall, as determined by Lender in its sole
discretion, take the form of either: (a) repayment in full of the Obligations or
(b) conversion of the Obligations into shares of common stock of the Borrower in
accordance  with the  conversion  terms  set forth in  Section 3 above;  further
provided,  however, if the market price of the Borrower's common shares are less

                                       4
than the conversion price of the Principal Shares under this Note,  Lender shall
have the right to convert  the  Obligations  into the same  series of  preferred
stock that such  investor is  purchasing  with the same rights,  privileges  and
preferences  granted to such  investor,  except with  respect to the  conversion
price which, for Lender, will be the conversion price hereunder.

     5. Security. This Note is secured by, among other things, the following:

         a) a Security Agreement, dated the date hereof between the Borrower and
Lender (the "Provectus Security Agreement"),  which encumbers certain collateral
described therein;

         b) a Stock Pledge Agreement, dated the date hereof from the Borrower in
favor of Lender (the "Stock Pledge Agreement")  providing for a pledge of all of
the common stock of Xantech Pharmaceuticals, Inc. ("Xantech");

         c) a Trademark  Collateral  Security  Agreement,  dated the date hereof
between  Provectus  and Lender  which  encumbers  certain  collateral  described
therein (the "Trademark Security Agreement");

         d) a Patent  and  License  Security  Agreement,  dated the date  hereof
between  Provectus  and Lender  which  encumbers  certain  collateral  described
therein (the "Patent Security Agreement");

         e) a  Copyright  Security  Agreement,  dated  the date  hereof  between
Provectus and Lender which encumbers certain  collateral  described therein (the
"Copyright  Security Agreement" and together with the Patent Security Agreement,
the Stock Pledge Agreement,  the Trademark  Security Agreement and the Provectus
Security Agreement, the "Security Documents"); and

         f) such  other  agreements  and  documents  as  Lender  shall  require,
including,  without  limitation that certain Guaranty of even date herewith from
Xantech in favor of Lender (the "Guaranty").

     The Purchase Agreement, this Note, the Guaranty, the Security Documents and
any and all other  agreements  presently  existing or hereafter  entered into in
connection  therewith or which evidence and/or secure any indebtedness  from the
Borrower  to  Lender  shall  hereinafter  be  collectively  referred  to as  the
"Transaction Documents." Any and all collateral referred to in or granted by the
Security Documents is hereinafter  collectively referred to as the "Collateral."
The terms, covenants, conditions, provisions, stipulations and agreements of the
Transaction  Documents  are hereby made a part of this Note,  to the same extent
and with the same effect as if they were fully set forth  herein.  The  Borrower
does hereby covenant to abide by and comply with each and every term,  covenant,
condition,  provision,  stipulation  and agreement set forth in the  Transaction
Documents.

     The Borrower  shall remain  liable for the payment of this Note,  including
interest, notwithstanding any extensions of time of payment or any indulgence of
any kind or nature that Lender may grant to the Borrower or any subsequent owner
of the  Collateral,  whether  with or without  notice to the  Borrower,  and the
Borrower hereby expressly waives such notice. No release of

                                       5
any or all of the security  given for this  obligation  shall  release any other
maker,  co-maker,  surety,  guarantor,  or other party  hereto in any  capacity.
Lender shall not be required to look first to the Collateral for payment of this
Note, but may proceed against the Borrower in such manner as it deems desirable.

     6. Use of Proceeds. The proceeds of the loan evidenced by this Note will be
used for  working  capital  purposes  of the  Borrower  pursuant  to the  Budget
attached  to the  Purchase  Agreement  as Schedule  2;  provided,  that at least
seventy  percent  (70%) of such  proceeds  must be used for product  production,
general  operating  expenses  (including  salaries or other  employment  costs),
advertising and marketing for the Borrower;  and,  provided,  further,  that not
more than thirty  percent (30%) of such proceeds may be used by the Borrower for
back compensation due to the Borrower's employees or consultants.

     7. Event of Default.  The  occurrence  of any one or more of the  following
events  (regardless  of the  reason  therefor)  shall  constitute  an  "Event of
Default" hereunder:

         (a) The  Borrower  shall fail to make any payment of  principal  of, or
interest on this Note when due and payable or  declared  due and payable  (other
than any Pre-Conversion Unmatured Interest Payment).

         (b) The Borrower or Xantech  shall fail or neglect to perform,  keep or
observe any provision of this Note, the Guaranty,  the Security Documents or any
other Loan Document.

         (c) Lender shall fail to have an enforceable first priority lien on and
security  interest in the  Collateral or any default or event of default  occurs
under any of the Security Documents.

         (d) The Borrower or Xantech files a bankruptcy  petition,  a bankruptcy
petition is filed against the Borrower which remains undismissed or unstayed for
sixty (60)  consecutive  days, or Borrower  makes a general  assignment  for the
benefit of creditors.

         (e) Any default by the Borrower or Xantech, as applicable, occurs under
the Purchase Agreement or any other Transaction Document.

         Upon the  occurrence  of any Event of Default,  Lender may, in its sole
discretion,  do one or more  of the  following:  (i)  declare  all  indebtedness
evidenced by this Note to be  immediately  due and payable,  whereupon  all such
indebtedness shall become due and payable, without presentment,  demand, protest
or  further  notice  of any  kind,  all of which  are  expressly  waived  by the
Borrower, and/or (ii) continue to exercise any of its conversion rights pursuant
to Section 3 hereof, and/or (iii) exercise any or all of its rights and remedies
available hereunder or under any of the Security Documents,  the Guaranty or any
other Transaction Documents and applicable law.

                                       6
8.  Replacement.  Upon receipt of evidence  reasonably  satisfactory to the
Borrower (an affidavit of Lender shall be satisfactory) of the ownership and the
loss, theft, destruction or mutilation of this Note, and in the case of any such
loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to
the Borrower or, in the case of any such mutilation upon surrender of this Note,
the Borrower shall (at its expense)  execute and deliver in lieu of such Note, a
Note of like kind representing the same rights represented by such lost, stolen,
destroyed or mutilated  Note and dated as of the date to which interest has been
paid on the unpaid  principal amount of the Note so lost stolen,  destroyed,  or
mutilated,  or, if no interest has been paid thereon,  then dated as of the date
of the Note so lost, stolen, destroyed or mutilated.

     9. Miscellaneous

         a) In the event that Lender institutes legal proceedings to enforce the
Transaction Documents,  the Borrower agrees to pay to Lender, in addition to any
indebtedness  due and  unpaid,  all  costs  and  expenses  of such  proceedings,
including reasonable attorneys' fees.

         b) Lender shall not by any act of omission or  commission  be deemed to
waive any of its rights or remedies  hereunder  unless such waiver be in writing
and  signed  by an  authorized  officer  of Lender  and then only to the  extent
specifically set forth therein.  A waiver on one occasion shall not be construed
as  continuing  or as a bar to or  waiver  of such  right or remedy on any other
occasion.  All remedies conferred upon Lender by the Transaction Documents shall
be  cumulative  and  none is  exclusive,  and  such  remedies  may be  exercised
concurrently or consecutively at Lender's option.

         c)  Except as  expressly  provided  for in this Note or any other  Loan
Document,  every person at any time liable for the payment of the debt evidenced
hereby  waives  presentment  for payment,  demand,  notice of nonpayment of this
Note,  protest and notice of protest,  all exemptions and homestead laws and all
rights thereunder and consents that Lender may extend the time of payment of any
part or the whole of the debt,  or grant any other  modifications  or indulgence
pertaining  to  payment  of this Note at any time,  at the  request of any other
person liable for said debt.

         d) This Note is hereby  expressly  limited so that in no contingency or
event  whatsoever,  whether by  acceleration  of  maturity  of the  indebtedness
evidenced  hereby or  otherwise,  shall the amount  paid or agreed to be paid to
Lender for the use,  forbearance  or  detention  of the money  advanced or to be
advanced  hereunder exceed the highest lawful rate permissible under the laws of
the State of Illinois as applicable to the Borrower.  If, from any circumstances
whatsoever,  fulfillment  of any  provision  of this Note or of any of the other
Transaction Documents shall, at the time performance of such provisions shall be
due,  involve the payment of interest in excess of that  authorized  by law, the
obligation  to be fulfilled  shall be reduced to the limit so authorized by law,
and if, from any circumstances,  Lender shall ever receive as interest an amount
which would exceed the highest  lawful rate  applicable  to the  Borrower,  such
amount which would be excessive  interest  shall be applied to the  reduction of
the unpaid principal balance of the indebtedness evidenced hereby and not to the
payment of interest.

                                       7
e) All  covenants,  agreements,  representations  and  warranties  made
herein and any other  Transaction  Documents are deemed to have been relied upon
by Lender, notwithstanding any investigation by Lender.

         f) This Note is given and accepted as evidence of indebtedness only and
not in payment or satisfaction of any indebtedness or obligation.

         g) The form and  essential  validity  of this Note shall be governed by
the laws of the State of Illinois.  If any  provision of this Note is prohibited
by,  or  is  unlawful  or  unenforceable   under,  any  applicable  law  of  any
jurisdiction,  such provision shall, as to such jurisdiction,  be ineffective to
the extent of such prohibition  without  invalidating  the remaining  provisions
hereof;  provided that where the  provisions of any such  applicable  law may be
waived,  they hereby are waived by the Borrower to the full extent  permitted by
law in order that this Note shall be deemed to be a valid and binding promissory
note in accordance with its terms.

         h)  Time  is  of  the  essence  with  respect  to  all  the  Borrower's
obligations and agreements under this Note.

         i) This Note and all the provisions, conditions, promises and covenants
hereof shall inure to the benefit of Lender,  its  successors  and assigns,  and
shall be binding in  accordance  with the terms  hereof upon the  Borrower,  its
successors and assigns,  provided  nothing herein shall be deemed consent to any
assignment restricted or prohibited by the terms of the Transaction Documents.

         j) All notices required under this Note shall be provided in accordance
with the terms of the Purchase Agreement.

         k) To induce  Lender to extend to the  Borrower  the loan  evidenced by
this Note,  Borrower  irrevocably  agrees  that,  subject to  Lender's  sole and
absolute  election,  ALL  ACTIONS OR  PROCEEDINGS  IN ANY WAY  ARISING OUT OF OR
RELATED TO THIS NOTE OR ANY LOAN  DOCUMENT  WILL BE LITIGATED  IN COURTS  HAVING
SITUS IN CHICAGO,  ILLINOIS.  THE  BORROWER  HEREBY  CONSENTS AND SUBMITS TO THE
JURISDICTION  OF ANY COURT LOCATED WITHIN  CHICAGO,  ILLINOIS,  WAIVES  PERSONAL
SERVICE OF  PROCESS  UPON THE  BORROWER,  AND  AGREES  THAT ALL SUCH  SERVICE OF
PROCESS MAY BE MADE BY  REGISTERED  MAIL DIRECTED TO THE BORROWER AT THE ADDRESS
STATED ON THE  SIGNATURE  PAGE  HEREOF AND  SERVICE SO MADE WILL BE DEEMED TO BE
COMPLETED UPON ACTUAL RECEIPT.

         l) THE  BORROWER AND LENDER EACH WAIVES ANY RIGHT TO A TRIAL BY JURY IN
ANY ACTION OR  PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS NOTE OR ANY

                                       8
DOCUMENT OR UNDER ANY AMENDMENT,  INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR
WHICH MAY IN THE FUTURE BE  DELIVERED  IN  CONNECTION  WITH THIS NOTE AND AGREES
THAT ANY SUCH ACTION OR PROCEEDING WILL BE TRIED BEFORE A COURT AND NOT BEFORE A
JURY.  THE BORROWER  AGREES THAT THE BORROWER  WILL NOT ASSERT ANY CLAIM AGAINST
LENDER  ON  ANY  THEORY  OF  LIABILITY  FOR  SPECIAL,  INDIRECT,  CONSEQUENTIAL,
INCIDENTAL OR PUNITIVE DAMAGES.

                          [Signature Page(s) to Follow]

                                       9
IN WITNESS WHEREOF, this Note is executed as of the date and year first set
forth above.

                                        PROVECTUS PHARMACEUTICALS, INC.

                                        By:/s/ Craig Dees
                                        Name: Craig Dees
                                        Its:  Chief Executive Officer

                                        GRYFFINDOR CAPITAL PARTNERS I, L.L.C.

                                        By: /s/ Stuart Fuchs
                                        Name:  Stuart Fuchs
                                        Its:  Managing Principal

                                        10
Exhibit 4.3

THE  SECURITIES  EVIDENCED BY THIS  CERTIFICATE  HAVE BEEN TAKEN FOR  INVESTMENT
PURPOSES,  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"),  OR UNDER ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD,
TRANSFERRED,  ASSIGNED,  PLEDGED,  HYPOTHECATED OR OTHERWISE  DISPOSED OF IN THE
ABSENCE OF SUCH  REGISTRATION OR AN EXEMPTION  THEREFROM UNDER THE ACT, PROVIDED
THAT THE HOLDER HAS DELIVERED AN OPINION OF COUNSEL,  REASONABLY SATISFACTORY TO
THE  ISSUER  OF  THE  SECURITIES   EVIDENCED  BY  THIS   CERTIFICATE  THAT  SUCH
REGISTRATION  IS NOT  REQUIRED.  ANY  SUCH  TRANSFER  MAY  ALSO  BE  SUBJECT  TO
APPLICABLE STATE SECURITIES LAWS.

                          COMMON STOCK PURCHASE WARRANT
                          -----------------------------

                                   TO PURCHASE
                        226,460 SHARES OF COMMON STOCK OF
                         PROVECTUS PHARMACEUTICALS, INC.
                       TRANSFER RESTRICTED - SEE SECTION 8

     This certifies that on November 26, 2002,  for value  received,  GRYFFINDOR
CAPITAL  PARTNERS I,  L.L.C.,  a Delaware  limited  liability  company,  and its
permitted  assigns  (collectively,  the  "Registered  Holder"),  is  entitled to
purchase  from  PROVECTUS  PHARMACEUTICALS,  INC.,  a  Nevada  corporation  (the
"Company"),  subject to the terms and conditions hereof, at any time on or after
the date  hereof,  and  before  the  Expiration  Date,  226,460  fully  paid and
non-assessable shares of Common Stock (as defined herein), at the Exercise Price
(as defined herein).  This Warrant is issued pursuant to the Convertible Secured
Promissory Note and Warrant  Purchase  Agreement of even date herewith,  between
the Company and the Lender set forth therein ("Purchase Agreement"). Capitalized
terms not  otherwise  defined  herein  shall have the  meanings set forth in the
Purchase Agreement.

     This Warrant is subject to the following provisions:

     1.  Definitions.  As used in this  Warrant,  the  following  terms have the
meanings set forth below:

     "Business  Day" means any day on which banks in Chicago,  Illinois are open
for business.

     "Common Stock" means the Company's  Common Stock as defined in the Purchase
Agreement.

     "Date of Issuance"  means the date hereof.  The date the Company  initially
issues this  Warrant will be deemed to be the "Date of Issuance" of this Warrant
regardless of the number of times new  certificates  representing  the unexpired
and unexercised rights formerly represented by this Warrant are issued.

     "Exercise Price" means $.001 per share.

     "Expiration Date" means 5:00 P.M.,  Chicago,  Illinois time on the five (5)
year anniversary of the Date of Issuance (or, if such day is not a Business Day,
at or before 5:00 P.M.,  Chicago  Illinois time, on the next following  Business
Day).
"Person" means an  individual,  a  partnership,  a corporation,  a trust, a
joint venture, an unincorporated organization and a government or any department
or agency thereof.

     "Warrant"  means this  Warrant and all stock  purchase  warrants  issued in
exchange therefor pursuant to the terms thereof.

     "Warrant  Stock"  means  shares of the  Company's  authorized  but unissued
Common Stock issuable upon exercise of this Warrant; provided that if there is a
change such that the securities issuable upon exercise of the Warrant are issued
by an  entity  other  than the  Company  or there  is a change  in the  class of
securities so issuable, then the term "Warrant Stock" will mean one share of the
security  issuable  upon exercise of the Warrant if such security is issuable in
shares,  or will mean the  smallest  unit in which such  security is issuable if
such security is not issuable in shares.

     2. Exercise of Warrant.

         2.1 Exercise Period; Cancellation of Warrant. The Registered Holder may
exercise the purchase  rights  represented by this Warrant,  in whole or in part
(but not as to a fractional share of Warrant Stock),  at any time, and from time
to time,  from and after the Date of Issuance and prior to the  Expiration  Date
(the "Exercise Period").

         2.2 Exercise Procedure.

             (a) This Warrant will be deemed to have been exercised at such time
as the Company has received all of the following items (the "Exercise Date"):

             (i) a completed  Exercise  Agreement,  as  described in Section 2.3
below,  executed by the Registered Holder exercising all or part of the purchase
rights represented by this Warrant (the "Purchaser");

             (ii) this Warrant, or if the original Warrant is lost, mutilated or
destroyed, a certified copy of this Warrant;

             (iii)  if  this  Warrant  is  not  registered  in the  name  of the
Purchaser,  an  Assignment  or  Assignments  in the form set forth in Exhibit II
hereto,  evidencing the  assignment of this Warrant to the  Purchaser,  in which
case the Registered  Holder shall have complied with the provisions set forth in
Section 8 hereof; and

             (iv) a check  payable  to the  Company  in an  amount  equal to the
number of shares of Warrant Stock to be issued multiplied by the Exercise Price.

             (b)  Certificates  for  shares  of  Warrant  Stock  purchased  upon
exercise of this  Warrant  will be  delivered  by the  Company to the  Purchaser
within five (5) Business Days after the Exercise  Date.  Unless this Warrant has
expired or all of the purchase  rights  represented  hereby have been exercised,
the Company will prepare a new Warrant, substantially identical hereto,

                                       2
representing  the rights  formerly  represented  by this Warrant  which have not
expired or been exercised.  The Company will,  within such five (5) Business Day
period,  deliver  such new  Warrant  to the  Registered  Holder  designated  for
delivery in the Exercise Agreement.

             (c) The Warrant  Stock  issuable  upon the exercise of this Warrant
will be deemed to have been issued to the  Purchaser on the Exercise  Date,  and
the  Purchaser  will be deemed for all purposes to have become the record holder
of such Warrant Stock on the Exercise Date.

             (d) The issuance of  certificates  for shares of Warrant Stock upon
exercise of this Warrant will be made without charge to the Registered Holder or
the Purchaser for any issuance tax in respect thereof or any other cost incurred
by the Company in  connection  with such  exercise  and the related  issuance of
shares of Warrant Stock.

             (e) The Company  will not close its books for the  transfer of this
Warrant or of any share of Warrant Stock issued or issuable upon the exercise of
this Warrant in any manner  which  interferes  with the timely  exercise of this
Warrant.

             (f)  Notwithstanding  any other provision hereof, if an exercise of
any portion of this Warrant is to be made in connection  with a public  offering
or sale of the Company,  the exercise of any portion of this Warrant may, at the
election of the holder  hereof,  be  conditioned  upon the  consummation  of the
public  offering or sale of the Company in which case such exercise shall not be
deemed to be effective until the consummation of such transaction.

         2.3 Exercise Agreement. The Exercise Agreement will be substantially in
the form set forth in  Exhibit I hereto,  except  that if the  shares of Warrant
Stock are not to be issued in the name of the Registered Holder of this Warrant,
the  Exercise  Agreement  also  will  state  the name of the  Person to whom the
certificates for the shares of Warrant Stock are to be issued, and if the number
of shares of  Warrant  Stock to be issued  does not  include  all the  shares of
Warrant Stock purchasable  hereunder,  it also will state the name of the Person
to whom a new Warrant for the unexercised  portion of the rights hereunder is to
be delivered.

         2.4 Fractional  Shares.  If a fractional  share of Warrant Stock would,
but for the  provisions  of this Section 2.4, be issuable  upon  exercise of the
rights represented by this Warrant,  the Company shall, within five (5) business
days after the Exercise  Date,  deliver to the  Purchaser a check payable to the
Purchaser in lieu of such fractional  share in an amount equal to the difference
between the market price (as determined in good faith by the Company's  Board of
Directors)  of  such   fractional   share  as  of  the  Exercise  Date  and  the
proportionate Exercise Price of such fractional share.

     3. Effect of  Reorganization,  Reclassification,  Consolidation,  Merger or
Sale.  If at any time  while  this  Warrant is  outstanding  there  shall be any
reorganization  or  reclassification  of the capital stock of the Company or any
consolidation  or merger of the Company with another  corporation  (other than a
consolidation  or merger in which the Company is the surviving  entity and which
does  not  result  in any  change  in the  Common  Stock),  or any sale or other
disposition  by the  Company  of all or  substantially  all of its assets to any
other corporation,  the holder of this Warrant shall thereafter upon exercise of
this  Warrant  be  entitled  to  receive  the number of shares of stock or other
securities or property of the Company, or of the successor corporation resulting
from such  consolidation  or  merger,  as the case may be, to which the  Warrant
Stock (and any other  securities and property) of the Company,  deliverable upon
the exercise of this Warrant, would have been entitled upon such reorganization,
reclassification  of  capital  stock,  consolidation,   merger,  sale  or  other
disposition  if this  Warrant  had  been  exercised  immediately  prior  to such
reorganization,  reclassification of capital stock, consolidation,  merger, sale
or other disposition. In any such case, appropriate adjustment (as determined in
good  faith  by the  Board of  Directors  of the  Company)  shall be made in the

                                       4
application  of the  provisions  set forth in this  Warrant  with respect to the
rights and  interests  thereafter  of the holder of this Warrant to the end that
the  provisions  set  forth  in  this  Warrant   (including  those  relating  to
adjustments of the number of shares  issuable upon the exercise of this Warrant)
shall thereafter be applicable, as near as reasonably may be, in relation to any
shares or other property  thereafter  deliverable upon the exercise hereof as if
this  Warrant  had been  exercised  immediately  prior  to such  reorganization,
reclassification  of  capital  stock,  consolidation,   merger,  sale  or  other
disposition  and the holder  hereof had carried out the terms of the exchange as
provided  for  by  such  reorganization,   reclassification  of  capital  stock,
consolidation or merger.  The Company shall not effect any such  reorganization,
consolidation or merger unless, upon or prior to the consummation  thereof,  the
successor  corporation  shall assume by written  instrument  the  obligation  to
deliver to the holder hereof such shares of stock, securities,  cash or property
as such holder shall be entitled to purchase in  accordance  with the  foregoing
provisions.  Notwithstanding  any other provisions of this Warrant, in the event
of sale or other  disposition of all or  substantially  all of the assets of the
Company  as a part of a plan for  liquidation  of the  Company,  all  rights  to
exercise the Warrant  shall  terminate  sixty (60) days after the Company  gives
written notice to the Registered  Holder of this Warrant that such sale or other
disposition has been consummated.

     4. Effect of a Stock  Dividends,  Splits,  Etc. If the Company shall at any
time after the Date of Issuance fix a record date for the subdivision,  split-up
or stock  dividend of shares of its Common Stock,  then,  concurrently  with the
effectiveness of such subdivision, split-up or dividend, the number of shares of
Common  Stock  issuable  on  exercise  of this  Warrant  shall be  increased  in
proportion to such increase in outstanding shares of Common Stock.

     5. Prior Notice as to Certain Events. In case at any time:

         (a) the Company shall offer for subscription pro rata to the holders of
its  Common  Stock  any  additional  shares  of stock of any  class or any other
rights; or

         (b)  there  shall  be any  reorganization  or  reclassification  of the
capital  stock of the Company,  or  consolidation  or merger of the Company with
another  corporation or a sale or disposition  of all or  substantially  all its
assets; or

         (c) there shall be a voluntary or involuntary dissolution,  liquidation
or winding up of the Company;

then, in each of said cases,  the Company shall give prior  written  notice,  by
first class mail,  postage prepaid,  addressed to the Registered  Holder of this
Warrant at the address of such holder as shown on the books of the  Company,  of
the date on which (i) the books of the Company  shall close or a record shall be
taken for such stock dividend,  distribution or subscription rights or (ii) such
reorganization,  reclassification,  consolidation,  merger,  sale,  dissolution,
liquidation or winding up shall take place, as the case may be. Such notice also
shall  specify  the date as of which the  holders of the Common  Stock of record
shall participate in said stock dividend, distribution or subscription rights or
shall be  entitled  to  exchange  their  Common  Stock for  securities  or other
property deliverable upon such reorganization, reclassification,  consolidation,
merger, sale,  dissolution,  liquidation or winding up, as the case may be. Such
written  notice  shall be given at least  ten (10) days  prior to the  action in
question and not less than ten (10) days prior to the record date or the date on
which the Company's transfer books are closed in respect thereto.

                                       4
6.  Reservation  of Common  Stock.  The Company will at all times after the
Date of Issuance  reserve and keep  available  for issuance upon the exercise of
Warrants such number of authorized  and unissued  shares of Common Stock as will
be  sufficient  to permit the  conversion  of the Warrant  Stock,  and upon such
issuance  such  shares of Common  Stock will be validly  issued,  fully paid and
nonassessable,  and free from all liens and charges with respect to the issuance
thereof.

     7. No Voting  Rights;  Limitations  of  Liability.  This  Warrant  will not
entitle the holder  hereof to any voting rights or other rights as a stockholder
of the  Company.  No provision of this  Warrant,  in the absence of  affirmative
action by the Registered Holder to purchase Warrant Stock, and no enumeration in
this Warrant of the rights or privileges  of the  Registered  Holder,  will give
rise to any  liability  of such  Registered  Holder  for the  Exercise  Price of
Warrant Stock acquirable by exercise hereof or as a stockholder of the Company.

     8. Restrictions on Transfer.

         (a) Subject to the transfer  conditions  referred to in  paragraph  (b)
below,  this Warrant and the rights hereunder are  transferable,  in whole or in
part, by the  Registered  Holder to any Person  without charge to the Registered
Holder,  upon surrender of this Warrant with a properly executed  Assignment (in
the form of Exhibit II hereto) at the principal office of the Company. Each such
transferee shall become a "Registered Holder" for purposes of this Warrant.

         (b) Each  Registered  Holder  of this  Warrant  acknowledges  that this
Warrant has not been  registered  under the  Securities  Act of 1933, as amended
(the  "Act"),  and  agrees  not to sell,  pledge,  distribute,  offer  for sale,
transfer or otherwise  dispose of this Warrant or any Warrant  Stock issued upon
its  exercise in the absence of (i) an  effective  registration  statement as to
this Warrant or such Warrant Stock under the Act (or any similar statute then in
effect),  or (ii) an opinion of counsel  for the Company to the effect that such
registration is not, under the circumstances, required.

     9.  Warrant  Exchangeable  for  Different  Denominations.  This  Warrant is
exchangeable,  upon  the  surrender  hereof  by  the  Registered  Holder  at the
principal office of the Company,  for new Warrants of like tenor representing in
the aggregate the purchase rights hereunder,  and each of such new Warrants will
represent such portion of such rights as is designated by the Registered  Holder
at the time of such surrender.

     10. Miscellaneous.

         10.1 Amendment and Waiver. The terms and provisions of this Warrant may
be amended,  modified or waived only with the written consent of the Company and
the Registered Holder.

         10.2 Notices.  Any notices  required to be sent to a Registered  Holder
will be delivered to the address of such Registered Holder shown on the books of
the Company.  All notices referred to herein will be delivered in person or sent
by first class mail, postage prepaid, and will be deemed to have been given when
so delivered or sent.

         10.3 Descriptive  Headings.  The descriptive headings of the paragraphs
of this Warrant are inserted for  convenience  only and do not constitute a part
of this Warrant.

         10.4 Governing Law. The  construction,  validity and  interpretation of
this Warrant will be governed by the laws of the State of Nevada.

                                       5
10.5 Remedies.  The Company  stipulates that the remedies at law of the
holder of this Warrant in the event of any default or threatened  default by the
Company  in the  performance  of or  compliance  with  any of the  terms of this
Warrant  are  not  and  will  not  be  adequate,  and  that  such  terms  may be
specifically  enforced by a decree for the specific performance of any agreement
contained  herein or by an  injunction  against a violation  of any of the terms
hereof or otherwise.

                          [Signature Page(s) to Follow]

                                       6
IN WITNESS  WHEREOF,  the Company has caused this  Warrant to be
executed by its duly authorized officer.

                                         PROVECTUS PHARMACEUTICALS, INC.

                                         By: /s/ Timothy C. Scott
                                         Name: Timothy C. Scott
                                         Title: President

                                       7
Exhibit I

                               EXERCISE AGREEMENT
                               ------------------

To:      Provectus Pharmaceuticals, Inc.

Gentlemen:

The undersigned  hereby elects to exercise its right under the attached  Warrant
by purchasing  226,460 shares of the Common Stock of Provectus  Pharmaceuticals,
Inc., and hereby irrevocably subscribes to such issue. The certificates for such
shares shall be issued in the name of:

Gryffindor Capital Partners I, LLC
----------------------------------
(Name)

150 North Wacker Drive, Suite 800, Chicago, IL 60606
----------------------------------------------------
(Address)

36-4370894
-----------------
(Taxpayer Number)

and delivered to:

Scott A. Drane, Esq., Drane & Freyer
------------------------------------
(Name)

150 North Wacker Drive, Suite 800, Chicago, IL 60606
----------------------------------------------------
(Address)

The exercise price of $226.46 is enclosed.

Date: November 26, 2002
      -----------------

Signed:  Gryffindor Capital Partners I, LLC
                  (Name of Holder, Please Print)
                  150 North Wacker Drive, Suite 800, Chicago, IL 60606
                  (Address)
                  /s/ Stuart Fuchs
                  (Signature)       Stuart Fuchs
                                    Managing Principal

                                  8
Exhibit 4.4

THE  SECURITIES  EVIDENCED BY THIS  CERTIFICATE  HAVE BEEN TAKEN FOR  INVESTMENT
PURPOSES,  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"),  OR UNDER ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD,
TRANSFERRED,  ASSIGNED,  PLEDGED,  HYPOTHECATED OR OTHERWISE  DISPOSED OF IN THE
ABSENCE OF SUCH  REGISTRATION OR AN EXEMPTION  THEREFROM UNDER THE ACT, PROVIDED
THAT THE HOLDER HAS DELIVERED AN OPINION OF COUNSEL,  REASONABLY SATISFACTORY TO
THE  ISSUER  OF  THE  SECURITIES   EVIDENCED  BY  THIS   CERTIFICATE  THAT  SUCH
REGISTRATION  IS NOT  REQUIRED.  ANY  SUCH  TRANSFER  MAY  ALSO  BE  SUBJECT  TO
APPLICABLE STATE SECURITIES LAWS.

                          COMMON STOCK PURCHASE WARRANT
                          -----------------------------

                                   TO PURCHASE
                        226,459 SHARES OF COMMON STOCK OF
                         PROVECTUS PHARMACEUTICALS, INC.
                       TRANSFER RESTRICTED - SEE SECTION 8

     This certifies that on November 26, 2002, for value received, STUART FUCHS,
an  individual,  and  his  permitted  assigns  (collectively,   the  "Registered
Holder"), is entitled to purchase from PROVECTUS PHARMACEUTICALS, INC., a Nevada
corporation (the "Company"),  subject to the terms and conditions hereof, at any
time on or after the date hereof,  and before the Expiration Date, 226,459 fully
paid and  non-assessable  shares of Common  Stock (as  defined  herein),  at the
Exercise  Price (as  defined  herein).  This  Warrant is issued  pursuant to the
Convertible  Secured Promissory Note and Warrant Purchase Agreement of even date
herewith,  between  the  Company  and the  Lender set forth  therein  ("Purchase
Agreement").  Capitalized  terms not  otherwise  defined  herein  shall have the
meanings set forth in the Purchase Agreement.

     This Warrant is subject to the following provisions:

     1.  Definitions.  As used in this  Warrant,  the  following  terms have the
meanings set forth below:

         "Business  Day" means any day on which banks in Chicago,  Illinois  are
open for business.

         "Common  Stock"  means the  Company's  Common  Stock as  defined in the
Purchase Agreement.

         "Date of  Issuance"  means  the  date  hereof.  The  date  the  Company
initially  issues this  Warrant  will be deemed to be the "Date of  Issuance" of
this Warrant regardless of the number of times new certificates representing the
unexpired  and  unexercised  rights  formerly  represented  by this  Warrant are
issued.

         "Exercise Price" means $.001 per share.
"Expiration Date" means 5:00 P.M.,  Chicago,  Illinois time on the five
(5) year  anniversary of the Date of Issuance (or, if such day is not a Business
Day,  at or before  5:00 P.M.,  Chicago  Illinois  time,  on the next  following
Business Day).

         "Person" means an individual, a partnership,  a corporation, a trust, a
joint venture, an unincorporated organization and a government or any department
or agency thereof.

         "Warrant" means this Warrant and all stock purchase  warrants issued in
exchange therefor pursuant to the terms thereof.

         "Warrant  Stock" means shares of the Company's  authorized but unissued
Common Stock issuable upon exercise of this Warrant; provided that if there is a
change such that the securities issuable upon exercise of the Warrant are issued
by an  entity  other  than the  Company  or there  is a change  in the  class of
securities so issuable, then the term "Warrant Stock" will mean one share of the
security  issuable  upon exercise of the Warrant if such security is issuable in
shares,  or will mean the  smallest  unit in which such  security is issuable if
such security is not issuable in shares.

     2. Exercise of Warrant.

         2.1 Exercise Period; Cancellation of Warrant. The Registered Holder may
exercise the purchase  rights  represented by this Warrant,  in whole or in part
(but not as to a fractional share of Warrant Stock),  at any time, and from time
to time,  from and after the Date of Issuance and prior to the  Expiration  Date
(the "Exercise Period").

         2.2 Exercise Procedure.

             (a) This Warrant will be deemed to have been exercised at such time
as the Company has received all of the following items (the "Exercise Date"):

             (i) a completed  Exercise  Agreement,  as  described in Section 2.3
below,  executed by the Registered Holder exercising all or part of the purchase
rights represented by this Warrant (the "Purchaser");

             (ii) this Warrant, or if the original Warrant is lost, mutilated or
destroyed, a certified copy of this Warrant;

             (iii)  if  this  Warrant  is  not  registered  in the  name  of the
Purchaser,  an  Assignment  or  Assignments  in the form set forth in Exhibit II
hereto,  evidencing the  assignment of this Warrant to the  Purchaser,  in which
case the Registered  Holder shall have complied with the provisions set forth in
Section 8 hereof; and

             (iv) a check  payable  to the  Company  in an  amount  equal to the
number of shares of Warrant Stock to be issued multiplied by the Exercise Price.

             (b)  Certificates  for  shares  of  Warrant  Stock  purchased  upon
exercise of this  Warrant  will be  delivered  by the  Company to the  Purchaser
within five (5) Business Days after the Exercise  Date.  Unless this Warrant has
expired or all of the purchase  rights  represented  hereby have been exercised,
the  Company  will  prepare  a  new  Warrant,  substantially  identical  hereto,
representing  the rights  formerly  represented  by this Warrant  which have not
expired or been exercised.  The Company will,  within such five (5) Business Day
period,  deliver  such new  Warrant  to the  Registered  Holder  designated  for
delivery in the Exercise Agreement.

                                       2
(c) The Warrant  Stock  issuable  upon the exercise of this Warrant
will be deemed to have been issued to the  Purchaser on the Exercise  Date,  and
the  Purchaser  will be deemed for all purposes to have become the record holder
of such Warrant Stock on the Exercise Date.

             (d) The issuance of  certificates  for shares of Warrant Stock upon
exercise of this Warrant will be made without charge to the Registered Holder or
the Purchaser for any issuance tax in respect thereof or any other cost incurred
by the Company in  connection  with such  exercise  and the related  issuance of
shares of Warrant Stock.

             (e) The Company  will not close its books for the  transfer of this
Warrant or of any share of Warrant Stock issued or issuable upon the exercise of
this Warrant in any manner  which  interferes  with the timely  exercise of this
Warrant.

             (f)  Notwithstanding  any other provision hereof, if an exercise of
any portion of this Warrant is to be made in connection  with a public  offering
or sale of the Company,  the exercise of any portion of this Warrant may, at the
election of the holder  hereof,  be  conditioned  upon the  consummation  of the
public  offering or sale of the Company in which case such exercise shall not be
deemed to be effective until the consummation of such transaction.

         2.3 Exercise Agreement. The Exercise Agreement will be substantially in
the form set forth in  Exhibit I hereto,  except  that if the  shares of Warrant
Stock are not to be issued in the name of the Registered Holder of this Warrant,
the  Exercise  Agreement  also  will  state  the name of the  Person to whom the
certificates for the shares of Warrant Stock are to be issued, and if the number
of shares of  Warrant  Stock to be issued  does not  include  all the  shares of
Warrant Stock purchasable  hereunder,  it also will state the name of the Person
to whom a new Warrant for the unexercised  portion of the rights hereunder is to
be delivered.

         2.4 Fractional  Shares.  If a fractional  share of Warrant Stock would,
but for the  provisions  of this Section 2.4, be issuable  upon  exercise of the
rights represented by this Warrant,  the Company shall, within five (5) business
days after the Exercise  Date,  deliver to the  Purchaser a check payable to the
Purchaser in lieu of such fractional  share in an amount equal to the difference
between the market price (as determined in good faith by the Company's  Board of
Directors)  of  such   fractional   share  as  of  the  Exercise  Date  and  the
proportionate Exercise Price of such fractional share.

     3. Effect of  Reorganization,  Reclassification,  Consolidation,  Merger or
Sale.  If at any time  while  this  Warrant is  outstanding  there  shall be any
reorganization  or  reclassification  of the capital stock of the Company or any
consolidation  or merger of the Company with another  corporation  (other than a
consolidation  or merger in which the Company is the surviving  entity and which
does  not  result  in any  change  in the  Common  Stock),  or any sale or other
disposition  by the  Company  of all or  substantially  all of its assets to any
other corporation,  the holder of this Warrant shall thereafter upon exercise of
this  Warrant  be  entitled  to  receive  the number of shares of stock or other
securities or property of the Company, or of the successor corporation resulting
from such  consolidation  or  merger,  as the case may be, to which the  Warrant
Stock (and any other  securities and property) of the Company,  deliverable upon
the exercise of this Warrant, would have been entitled upon such reorganization,
reclassification  of  capital  stock,  consolidation,   merger,  sale  or  other
disposition  if this  Warrant  had  been  exercised  immediately  prior  to such
reorganization,  reclassification of capital stock, consolidation,  merger, sale
or other disposition. In any such case, appropriate adjustment (as determined in

                                       4
good  faith  by the  Board of  Directors  of the  Company)  shall be made in the
application  of the  provisions  set forth in this  Warrant  with respect to the
rights and  interests  thereafter  of the holder of this Warrant to the end that
the  provisions  set  forth  in  this  Warrant   (including  those  relating  to
adjustments of the number of shares  issuable upon the exercise of this Warrant)
shall thereafter be applicable, as near as reasonably may be, in relation to any
shares or other property  thereafter  deliverable upon the exercise hereof as if
this  Warrant  had been  exercised  immediately  prior  to such  reorganization,
reclassification  of  capital  stock,  consolidation,   merger,  sale  or  other
disposition  and the holder  hereof had carried out the terms of the exchange as
provided  for  by  such  reorganization,   reclassification  of  capital  stock,
consolidation or merger.  The Company shall not effect any such  reorganization,
consolidation or merger unless, upon or prior to the consummation  thereof,  the
successor  corporation  shall assume by written  instrument  the  obligation  to
deliver to the holder hereof such shares of stock, securities,  cash or property
as such holder shall be entitled to purchase in  accordance  with the  foregoing
provisions.  Notwithstanding  any other provisions of this Warrant, in the event
of sale or other  disposition of all or  substantially  all of the assets of the
Company  as a part of a plan for  liquidation  of the  Company,  all  rights  to
exercise the Warrant  shall  terminate  sixty (60) days after the Company  gives
written notice to the Registered  Holder of this Warrant that such sale or other
disposition has been consummated.

     4. Effect of a Stock  Dividends,  Splits,  Etc. If the Company shall at any
time after the Date of Issuance fix a record date for the subdivision,  split-up
or stock  dividend of shares of its Common Stock,  then,  concurrently  with the
effectiveness of such subdivision, split-up or dividend, the number of shares of
Common  Stock  issuable  on  exercise  of this  Warrant  shall be  increased  in
proportion to such increase in outstanding shares of Common Stock.

     5. Prior Notice as to Certain Events. In case at any time:

         (a) the Company shall offer for subscription pro rata to the holders of
its  Common  Stock  any  additional  shares  of stock of any  class or any other
rights; or

         (b)  there  shall  be any  reorganization  or  reclassification  of the
capital  stock of the Company,  or  consolidation  or merger of the Company with
another  corporation or a sale or disposition  of all or  substantially  all its
assets; or

         (c) there shall be a voluntary or involuntary dissolution,  liquidation
or winding up of the Company;

then, in each of said cases,  the Company shall give prior  written  notice,  by
first class mail,  postage prepaid,  addressed to the Registered  Holder of this
Warrant at the address of such holder as shown on the books of the  Company,  of
the date on which (i) the books of the Company  shall close or a record shall be
taken for such stock dividend,  distribution or subscription rights or (ii) such
reorganization,  reclassification,  consolidation,  merger,  sale,  dissolution,
liquidation or winding up shall take place, as the case may be. Such notice also
shall  specify  the date as of which the  holders of the Common  Stock of record
shall participate in said stock dividend, distribution or subscription rights or
shall be  entitled  to  exchange  their  Common  Stock for  securities  or other
property deliverable upon such reorganization, reclassification,  consolidation,
merger, sale,  dissolution,  liquidation or winding up, as the case may be. Such
written  notice  shall be given at least  ten (10) days  prior to the  action in
question and not less than ten (10) days prior to the record date or the date on
which the Company's transfer books are closed in respect thereto.

                                       4
6.  Reservation  of Common  Stock.  The Company will at all times after the
Date of Issuance  reserve and keep  available  for issuance upon the exercise of
Warrants such number of authorized  and unissued  shares of Common Stock as will
be  sufficient  to permit the  conversion  of the Warrant  Stock,  and upon such
issuance  such  shares of Common  Stock will be validly  issued,  fully paid and
nonassessable,  and free from all liens and charges with respect to the issuance
thereof.

     7. No Voting  Rights;  Limitations  of  Liability.  This  Warrant  will not
entitle the holder  hereof to any voting rights or other rights as a stockholder
of the  Company.  No provision of this  Warrant,  in the absence of  affirmative
action by the Registered Holder to purchase Warrant Stock, and no enumeration in
this Warrant of the rights or privileges  of the  Registered  Holder,  will give
rise to any  liability  of such  Registered  Holder  for the  Exercise  Price of
Warrant Stock acquirable by exercise hereof or as a stockholder of the Company.

     8. Restrictions on Transfer.

         (a) Subject to the transfer  conditions  referred to in  paragraph  (b)
below,  this Warrant and the rights hereunder are  transferable,  in whole or in
part, by the  Registered  Holder to any Person  without charge to the Registered
Holder,  upon surrender of this Warrant with a properly executed  Assignment (in
the form of Exhibit II hereto) at the principal office of the Company. Each such
transferee shall become a "Registered Holder" for purposes of this Warrant.

         (b) Each  Registered  Holder  of this  Warrant  acknowledges  that this
Warrant has not been  registered  under the  Securities  Act of 1933, as amended
(the  "Act"),  and  agrees  not to sell,  pledge,  distribute,  offer  for sale,
transfer or otherwise  dispose of this Warrant or any Warrant  Stock issued upon
its  exercise in the absence of (i) an  effective  registration  statement as to
this Warrant or such Warrant Stock under the Act (or any similar statute then in
effect),  or (ii) an opinion of counsel  for the Company to the effect that such
registration is not, under the circumstances, required.

     9.  Warrant  Exchangeable  for  Different  Denominations.  This  Warrant is
exchangeable,  upon  the  surrender  hereof  by  the  Registered  Holder  at the
principal office of the Company,  for new Warrants of like tenor representing in
the aggregate the purchase rights hereunder,  and each of such new Warrants will
represent such portion of such rights as is designated by the Registered  Holder
at the time of such surrender.

     10. Miscellaneous.

         10.1 Amendment and Waiver. The terms and provisions of this Warrant may
be amended,  modified or waived only with the written consent of the Company and
the Registered Holder.

         10.2 Notices.  Any notices  required to be sent to a Registered  Holder
will be delivered to the address of such Registered Holder shown on the books of
the Company.  All notices referred to herein will be delivered in person or sent
by first class mail, postage prepaid, and will be deemed to have been given when
so delivered or sent.

         10.3 Descriptive  Headings.  The descriptive headings of the paragraphs
of this Warrant are inserted for  convenience  only and do not constitute a part
of this Warrant.

         10.4 Governing Law. The  construction,  validity and  interpretation of
this Warrant will be governed by the laws of the State of Nevada.

                                       5
10.5 Remedies.  The Company  stipulates that the remedies at law of the
holder of this Warrant in the event of any default or threatened  default by the
Company  in the  performance  of or  compliance  with  any of the  terms of this
Warrant  are  not  and  will  not  be  adequate,  and  that  such  terms  may be
specifically  enforced by a decree for the specific performance of any agreement
contained  herein or by an  injunction  against a violation  of any of the terms
hereof or otherwise.

                          [Signature Page(s) to Follow]

                                       6
IN WITNESS  WHEREOF,  the Company has caused this Warrant to be executed by
its duly authorized officer.

                                        PROVECTUS PHARMACEUTICALS, INC.

                                        By:/s/ Timothy C. Scott
                                        -----------------------
                                        Name: Timothy C. Scott
                                        Title: President
Exhibit I

                               EXERCISE AGREEMENT
                               ------------------

To:      Provectus Pharmaceuticals, Inc.

Gentlemen:

The undersigned  hereby elects to exercise its right under the attached  Warrant
by purchasing  226,459 shares of the Common Stock of Provectus  Pharmaceuticals,
Inc., and hereby irrevocably subscribes to such issue. The certificates for such
shares shall be issued in the name of:

SFF Limited Partnership
-----------------------
(Name)

69 Macarthur Loop, Highland Park, IL 60035
------------------------------------------
(Address)

36-4328670
-----------------
(Taxpayer Number)

and delivered to:

Stuart Fuchs
------------
(Name)

69 Macarthur Loop, Highland Park, IL 60035
------------------------------------------
(Address)

The exercise price of $226.46 is enclosed.

Date:  November 26, 2002

Signed:  Stuart Fuchs
         ---------------------------------------------------
                  (Name of Holder, Please Print)
                  69 Macarthur Loop, Highland Park, IL 60035
                  ------------------------------------------
                  (Address)
                  /s/ Stuart Fuchs
                  ------------------------------------------
                  (Signature)

                                       8
Exhibit 4.5

                             STOCK PLEDGE AGREEMENT
                             ----------------------

     STOCK PLEDGE  AGREEMENT,  dated as of November 26, 2002,  between PROVECTUS
PHARMACEUTICALS, INC. (the "Pledgor"), and GRYFFINDOR CAPITAL PARTNERS I, L.L.C.
("Lender").

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS,  Pledgor is the record and  beneficial  owner of all of the issued
and outstanding shares of stock of Xantech Pharmaceuticals, Inc. ("Xantech") and
the other stock described in Schedule I hereto (the "Pledged  Shares") issued by
the corporations named therein; and

     WHEREAS,  Pledgor has entered into a Senior Secured Convertible Note, dated
as of even date herewith (as at any time amended, modified or supplemented,  the
"Note")  with  Lender  pursuant  to which  Lender  has  agreed to make a loan to
Pledgor (the  "Loan"),  the proceeds of which are to be used as set forth in the
Note; and

     WHEREAS, in connection with the making of the Loan as evidenced by the Note
and as security for all of the Obligations of Pledgor under the Note, the Lender
is requiring  that Pledgor shall have  executed and delivered  this Stock Pledge
Agreement and granted the security interest contemplated hereby;

     NOW,  THEREFORE,  in  consideration  of  the  premises  and  the  covenants
hereinafter  contained  and to induce  Lender to make the Loan  evidenced by the
Note, it is agreed as follows:

     1. Definitions.  Unless otherwise defined herein, terms defined in the Note
are used  herein as  therein  defined,  and the  following  shall  have  (unless
otherwise  provided  elsewhere in this Stock  Pledge  Agreement)  the  following
respective meanings (such meanings being equally applicable to both the singular
and plural form of the terms defined):

     "Act" shall have the meaning assigned to such term in Section 8(d) hereof.

     "Agreement"  shall  mean  this  Stock  Pledge   Agreement,   including  all
amendments,  modifications  and supplements and any exhibits or schedules to any
of the foregoing,  and shall refer to the Agreement as the same may be in effect
at the time such reference becomes operative.

     "Default"  shall  mean an  Event of  Default  under  the Note or any  other
Transaction Document.

     "Pledged  Collateral"  shall  have the  meaning  assigned  to such  term in
Section 2 hereof.
"Pledged  Shares" shall have the meaning assigned to such term in the first
"Whereas" clause hereof.

     "Secured  Obligations"  shall  have the  meaning  assigned  to such term in
Section 3 hereof.

     "Stock" shall mean all shares, options, interests,  participations or other
equivalents  (howsoever  designated) of or in a  corporation,  whether voting or
non-voting,  including without  limitation,  common stock,  warrants,  preferred
stock,  convertible  debentures and all  agreements,  instruments  and documents
convertible, in whole or in part, into any one or more or all of the foregoing.

     "Subsidiaries"   means  with  respect  to  any  Person,   any   corporation
association  or other entity of which  securities  or other  ownership  interest
representing more than twenty percent (20%) of the ordinary voting power are, at
the time as of which any  determination  is being made,  owned or  controlled by
such Person or one or more Subsidiaries of such Person or by such person and one
or more Subsidiaries of such Person.

     2. Pledge.  Pledgor  hereby  pledges and grants to Lender a first  priority
security interest in all of the following (the "Pledged Collateral"),  except as
otherwise provided in Section 7(b):

         (a) the Pledged Shares and the  certificates  representing  the Pledged
Shares, and all dividends,  cash instruments and other property or proceeds from
time to time received,  receivable or otherwise  distributed in respect of or in
exchange for any or all of the Pledged Shares;

         (b) all additional  shares of stock of any issuer of the Pledged Shares
from time to time  acquired  by  Pledgor in any manner  (which  shares  shall be
deemed to be part of the Pledged Shares) and the certificates  representing such
shares, and all dividends, cash, instruments and other property or proceeds from
time to time received,  receivable or otherwise  distributed in respect of or in
exchange for any or all of such shares; and

         (c) all shares of any  Person  who,  after the date of this  Agreement,
becomes,  as a result of any occurrence,  a directly owned Subsidiary of Pledgor
(which  shares  shall  be  deemed  to be part  of the  Pledged  Shares)  and the
certificates representing such shares, and all dividends,  cash, instruments and
other property or proceeds from time to time  received,  receivable or otherwise
distributed in respect of or in exchange for any or all of such shares.

     3.  Security  for  Obligations.  This  Agreement  secures,  and the Pledged
Collateral  is security  for,  the prompt  payment in full when due,  whether at
stated  maturity,   by  acceleration  or  otherwise,   and  performance  of  the
Obligations, whether for principal, premium, interest, fees, costs and expenses,
and all  obligations  of Pledgor now or hereafter  existing under this Agreement
and under the Note (collectively, the "Secured Obligations").

                                       2
4.  Delivery  of  Pledged  Collateral.  All  certificates  representing  or
evidencing  the Pledged Shares shall be delivered to and held by or on behalf of
Lender pursuant hereto and shall be accompanied by duly executed  instruments of
transfer or  assignment  in blank,  all in form and  substance  satisfactory  to
Lender. Subject to Section 7 hereof, Lender shall have the right, at any time in
its discretion and without notice to the Pledgor,  to transfer to or to register
in the name of Lender or any of its nominees  any or all of the Pledged  Shares.
In addition,  also  subject to Section 7 hereof,  Lender shall have the right at
any time to exchange  certificates  or  instruments  representing  or evidencing
Pledged   Shares  for   certificates   or   instruments  of  smaller  or  larger
denominations.

     5.  Representations  and  Warranties.  Pledgor  represents  and warrants to
Lender that:

         (a) Pledgor  is, and at the time of  delivery of the Pledged  Shares to
Lender  pursuant  to Section 4 hereof will be, the sole holder of record and the
sole  beneficial  owner of the Pledged  Collateral  pledged by Pledgor  free and
clear of any lien thereon or  affecting  the title  thereto  except for the lien
created by this Agreement.

         (b) All of the Pledged Shares have been duly authorized, validly issued
and are fully paid and non-assessable.

         (c) Pledgor has the right and requisite  corporate authority to pledge,
assign,  transfer,  deliver, deposit and set over the Pledged Collateral pledged
by Pledgor to Lender as provided herein.

         (d) None of the  Pledged  Shares  has been  issued  or  transferred  in
violation of the securities registration,  securities disclosure or similar laws
of any jurisdiction to which such issuance or transfer may be subject.

         (e) The  authorized  Stock of each of the issuers  listed on Schedule I
hereto consists of the number of shares of common and preferred stock,  with the
number of shares  issued  and  outstanding,  that are  described  in  Schedule I
hereto. As of the date hereof, there are no existing options, warrants, calls or
commitments  of any  character  whatsoever  relating to any Stock of any of such
issuers.

         (f) No consent,  approval,  authorization  or other order of any Person
and no consent, authorization, approval, or other action by, and no notice to or
filing with, any  governmental  authority or regulatory  body is required either
(i) for the  pledge  by  Pledgor  of the  Pledged  Collateral  pursuant  to this
Agreement or for the  execution,  delivery or  performance  of this Agreement by
Pledgor  or (ii) for the  exercise  by  Lender  of the  voting  or other  rights
provided  for in this  Agreement  or the  remedies  in  respect  of the  Pledged
Collateral  pursuant to this Agreement,  except as may be required in connection
with such  disposition  by laws  affecting  the offering and sale of  securities
generally.

                                       3
(g) The pledge,  assignment  and  delivery  of the  Pledged  Collateral
pursuant to this  Agreement  will create a valid  first  priority  lien on and a
first priority  perfected security interest in the Pledged Collateral pledged by
Pledgor,  and  the  proceeds  thereof,  securing  the  payment  of  the  Secured
Obligations.

         (h) This Agreement has been duly authorized,  executed and delivered by
Pledgor  and  constitutes  a legal,  valid and  binding  obligation  of  Pledgor
enforceable in accordance with its terms.

         (i) The Pledged  Shares  constitute  one hundred  percent (100%) of the
issued and outstanding shares of Stock of the issuers thereof.

     The  representations  and  warranties  set  forth in this  Section  5 shall
survive the execution and delivery of this Agreement.

     6. Covenants. Pledgor covenants and agrees that until the Obligations under
the Note have been repaid in full or Lender has  otherwise  converted all of the
outstanding  Obligations  thereunder  in  accordance  with the  terms  set forth
therein:

         (a) Without the prior written consent of Lender, Pledgor will not sell,
assign,  transfer,  pledge, or otherwise encumber any of its rights in or to the
Pledged  Collateral  pledged  by  Pledgor  or  any  unpaid  dividends  or  other
distributions  or payments  with respect  thereto or grant a lien in any therein
except as otherwise permitted by the Note.

         (b) Pledgor will, at its expense,  promptly  execute,  acknowledge  and
deliver  all such  instruments  and take all such  action as Lender from time to
time may  request in order to ensure to Lender the  benefits of the liens in and
to the Pledged Collateral intended to be created by this Agreement.

         (c) Pledgor has and will defend the title to the Pledged Collateral and
the liens of Lender  thereon  against the claim of any Person and will  maintain
and preserve such liens.

         (d)  Pledgor  will,  upon  obtaining  any  additional   shares  of  any
Subsidiaries  or of any new indirectly  owned  Subsidiary,  which shares are not
already Pledged Collateral, promptly (and in any event within three (3) Business
Days)  deliver  to Lender a Pledge  Amendment,  duly  executed  by  Pledgor,  in
substantially the form of Schedule II hereto (a "Pledge Amendment"),  in respect
of the  additional  Pledged  Shares  which are to be  pledged  pursuant  to this
Agreement. Pledgor hereby authorizes Lender to attach each such Pledge Amendment
to this  Agreement  and  agrees  that all  Pledged  Shares  listed on any Pledge
Amendment  delivered to Lender shall for all  purposes  hereunder be  considered
Pledged Collateral.

     7.  Pledgors'  Rights.  As long as no Default  shall have  occurred  and be
continuing and until written notice shall be given to Pledgor in accordance with
Section 8(a) hereof:

                                       4
(a) Pledgor  shall have the right,  from time to time, to vote and give
consents  with  respect to the Pledged  Collateral  or any part  thereof for all
purposes not inconsistent  with the provisions of this Agreement,  the Note, and
any other agreement  except as otherwise  provided in the Purchase  Agreement of
any of the other  Transaction  Documents  (defined in the  Purchase  Agreement);
provided,  however, that no vote shall be cast, and no consent shall be given or
action taken,  which would have the effect of impairing the position or interest
of Lender in respect of the  Pledged  Collateral  or which  would  authorize  or
effect (i) the  dissolution or  liquidation,  in whole or in part, of any of its
Subsidiaries, (ii) the consolidation or merger of Xantech with any other Person,
(iii) the sale,  disposition or encumbrance of all or  substantially  all of the
assets of any of its  Subsidiaries,  (iv) any change in the authorized number of
shares,  the  stated  capital  or the  authorized  share  capital  of any of its
Subsidiaries  or the issuance of any additional  shares of its Stock, or (v) the
alteration  of  the  voting  rights  with  respect  to the  Stock  of any of its
Subsidiaries;

         (b) (i)) Pledgor  shall be entitled,  from time to time, to collect and
receive for its own use all cash dividends paid in respect of the Pledged Shares
to the extent not in violation of the Note other than any and all (A)  dividends
paid or  payable  other than in cash in respect  of, and  instruments  and other
property  received,  receivable  or otherwise  distributed  in respect of, or in
exchange for, any Pledged Collateral, (B) dividends and other distributions paid
or payable in cash in respect of any Pledged  Collateral  in  connection  with a
partial or total  liquidation  or  dissolution,  and (C) cash  paid,  payable or
otherwise  distributed  in  redemption  of,  or in  exchange  for,  any  Pledged
Collateral;  provided,  however,  that  until  actually  paid all rights to such
dividends shall remain subject to the lien created by this  Agreement;  and (ii)
all  dividends  (other than such cash  dividends as are  permitted to be paid to
Pledgor in  accordance  with  clause (i) above) and all other  distributions  in
respect of any of the Pledged Shares of Pledgor, whenever paid or made, shall be
delivered  to Lender to hold as Pledged  Collateral  and shall,  if  received by
Pledgor,  be received in trust for the benefit of Lender, be segregated from the
other  property or funds of Pledgor,  and be  forthwith  delivered  to Lender as
Pledged  Collateral  in  the  same  form  as so  received  (with  any  necessary
endorsement).

     8. Defaults and Remedies.

         (a) Upon the occurrence of a Default and during the  continuation  of a
Default  (provided  that such  Default is not waived by  Lender)  and  following
written  notice to Pledgor,  Lender  (personally  or through an agent) is hereby
authorized and empowered, to transfer and register in its name or in the name of
its  nominee the whole or any part of the Pledged  Collateral,  to exercise  the
voting rights with respect  thereto,  to collect and receive all cash  dividends
and other  distributions  made  thereon,  to sell in one or more sales after ten
(10) days'  notice of the time and place of any public sale or of the time after
which  a  private  sale  is to  take  place  (which  notice  Pledgor  agrees  is
commercially reasonable), but without any previous notice or advertisement,  the
whole or any part of the Pledged Collateral and to otherwise act with respect to
the Pledged Collateral as though Lender was the outright owner thereof,  Pledgor
hereby  irrevocably   constituting  and  appointing  Lender  as  the  proxy  and

                                       6
attorney-in-fact of Pledgor, with full power of substitution to do so; provided,
however,  Lender  shall  not  have  any duty to  exercise  any such  right or to
preserve  the same and shall not be liable  for any  failure to do so or for any
delay in doing  so.  Any sale  shall  be made at a  public  or  private  sale at
Lender's place of business, or at any public building in Chicago or elsewhere to
be named in the  notice of sale,  either  for cash or upon  credit or for future
delivery at such price as Lender may deem fair,  and Lender may be the purchaser
of the  whole or any part of the  Pledged  Collateral  so sold and hold the same
thereafter  in its own right free from any claim of such Pledgor or any right of
redemption.  Each sale shall be made to the highest bidder,  but Lender reserves
the right to reject any and all bids at such sale which, in its  discretion,  it
shall  deem  inadequate.  Demands of  performance,  except as  otherwise  herein
specifically  provided for, notices of sale,  advertisements and the presence of
property at sale are hereby waived and any sale hereunder may be conducted by an
auctioneer or any officer or agent of Lender.

         (b) If, at the  original  time or times  appointed  for the sale of the
whole or any part of the Pledged  Collateral,  the highest  bid, if there be but
one sale, shall be inadequate to discharge in full all the Secured  Obligations,
or if the  Pledged  Collateral  be offered  for sale in lots,  if at any of such
sales, the highest bid for the lot offered for sale would indicate to Lender, in
its  discretion,  the  unlikelihood of the proceeds of the sales of the whole of
the  Pledged   Collateral   being   sufficient  to  discharge  all  the  Secured
Obligations,  Lender  may,  on  one or  more  occasions  and in its  discretion,
postpone  any of said  sales by public  announcement  at the time of sale or the
time of previous  postponement of sale, and no other notice of such postponement
or  postponements  of sale need be given,  any other notice being hereby waived;
provided,  however, that any sale or sales made after such postponement shall be
after ten (10) days' notice to Pledgor.

         (c) In the event of any sales hereunder,  Lender shall, after deducting
all costs or expenses of every kind  (including  reasonable  attorneys' fees and
disbursements) for care, safekeeping,  collection,  sale, delivery or otherwise,
apply the  residue of the  proceeds  of the sales to the  payment or  reduction,
either in whole or in part, of the Secured  Obligations  in accordance  with the
agreements and  instruments  governing and  evidencing the Secured  Obligations,
returning the surplus, if any, to Pledgor.

         (d) If, at any time when Lender shall  determine to exercise its rights
to sell the whole or any part of the Pledged Collateral hereunder,  such Pledged
Collateral or the part thereof to be sold shall not, for any reason  whatsoever,
be effectively  registered  under the Securities Act of 1933, as amended (or any
similar  statute  then in effect)  (the  "Act"),  Lender may, in its  discretion
(subject only to applicable  requirements of law), sell such Pledged  Collateral
or part thereof by private sale in such manner and under such  circumstances  as
Lender may deem necessary or advisable, but subject to the other requirements of
this  Section 8, and shall not be  required to effect  such  registration  or to
cause the same to be effected. Without limiting the generality of the foregoing,
in any  such  event  Lender  in its  discretion  (i)  may,  in  accordance  with
applicable  securities laws,  proceed to make such private sale  notwithstanding
that a  registration  statement  for the  purpose of  registering  such  Pledged
Collateral  or part thereof  could be or shall have been filed under the Act (or
similar  statute),  (ii) may  approach  and  negotiate  with a  single  possible
purchaser to effect such sale,  and (iii) may restrict  such sale to a purchaser
who will  represent  and agree that such  purchaser  is  purchasing  for its own
account,  for investment and not with a view to the distribution or sale of such
Pledged  Collateral or part  thereof.  In addition to a private sale as provided
above in this  Section 8, if any of the Pledged  Collateral  shall not be freely
distributable  to the  public  without  registration  under the Act (or  similar
statute)  at the time of any  proposed  sale  pursuant  to this  Section 8, then
Lender shall not be required to effect such registration or cause the same to be

                                       6
effected but, in its  discretion  (subject only to  applicable  requirements  of
law),  may  require  that any sale  hereunder  (including  a sale at auction) be
conducted  subject to restrictions (iv) as to the financial  sophistication  and
ability of any Person  permitted to bid or purchase at any such sale,  (v) as to
the  content of  legends to be placed  upon any  certificates  representing  the
Pledged Collateral sold in such sale, including  restrictions on future transfer
thereof,  (vi) as to the  representations  required  to be  made by each  Person
bidding or purchasing at such sale relating to that Person's access to financial
information about Pledgor and such Person's  intentions as to the holding of the
Pledged Collateral so sold for investment,  for its own account,  and not with a
view of the distribution  thereof,  and (vii) as to such other matters as Lender
may, in its  discretion,  deem  necessary or appropriate in order that such sale
(notwithstanding  any failure so to register) may be effected in compliance with
the Code and other laws affecting the  enforcement of creditors'  rights and the
Act and all applicable state securities laws.

         (e) Pledgor acknowledges that notwithstanding the legal availability of
a  private  sale  or a sale  subject  to the  restrictions  described  above  in
paragraph (d), Lender may, in its  discretion,  elect to register any or all the
Pledged  Collateral  under the Act (or any applicable  state  securities law) in
accordance with its rights hereunder.  Pledgor, however,  recognizes that Lender
may be unable to effect a public sale of any or all the Pledged  Collateral  and
may be compelled to resort to one or more private  sales  thereof.  Pledgor also
acknowledges  any such  private sale  (conducted  in a  commercially  reasonable
manner for private sales) may result in prices and other terms less favorable to
the  seller  than if such sale  were a public  sale  and,  notwithstanding  such
circumstances,  agrees that any such  private  sale shall be deemed to have been
made in a commercially reasonable manner. Lender shall be under no obligation to
delay a sale of any of the Pledged  Collateral  for the period of time necessary
to permit the  registrant to register such  securities for public sale under the
Act, or under applicable state securities laws, even if Pledgor or issuer of the
Pledged Collateral would agree to do so.

         (f)  Pledgor  agrees  that  following  the  occurrence  and  during the
continuance  of a  Default  it will  not at any  time  plead,  claim or take the
benefit of any appraisal,  valuation, stay, extension,  moratorium or redemption
law now or  hereafter in force in order to prevent or delay the  enforcement  of
this  Agreement,  or the  absolute  sale of the whole or any part of the Pledged
Collateral or the possession thereof by any purchaser at any sale hereunder, and
Pledgor waives the benefit of all such laws to the extent it lawfully may do so.

                                       7
Pledgor  agrees that it will not interfere  with any right,  power and remedy of
Lender provided for in this Agreement or now or hereafter  existing at law or in
equity or by statute or otherwise,  or the exercise or beginning of the exercise
by Lender of any one or more of such rights,  powers, or remedies. No failure or
delay on the part of Lender to exercise  any such right,  power or remedy and no
notice or  demand  which may be given to or made  upon  Pledgor  by Lender  with
respect to any such  remedies  shall  operate as a waiver  thereof,  or limit or
impair  Lender's  right to take any  action or to  exercise  any power or remedy
hereunder,  without notice or demand, or prejudice its rights as against Pledgor
in any respect.

         (g)  Pledgor  further  agrees  that a  breach  of any of the  covenants
contained in this Section 8 will cause irreparable injury to Lender, that Lender
has no adequate  remedy at law in respect of such breach and, as a  consequence,
agrees  that  each and  every  covenant  contained  in this  Section  8 shall be
specifically  enforceable against Pledgor,  and Pledgor hereby waives and agrees
not to assert any defenses  against an action for specific  performance  of such
covenants except for a defense that the Secured Obligations are not then due and
payable  in  accordance  with  the  agreements  and  instruments  governing  and
evidencing such obligations.

     9. Application of Proceeds.  Any cash held by Lender as Pledged  Collateral
and all cash proceeds received by Lender in respect of any sale of,  liquidation
of, or other realization upon all or any part of the Pledged Collateral shall be
applied by Lender as follows:

         (a)  First,  to the  payment  of the costs and  expenses  of such sale,
including reasonable  compensation to Lender and its agents and counsel, and all
expenses,  liabilities  and  advances  made or incurred by Lender in  connection
therewith;

         (b) Next, to the payment of the Secured Obligations; and

         (c) Finally,  after payment in full of all Secured Obligations,  to the
payment to Pledgor,  or its  successors  or  assigns,  or to  whomsoever  may be
lawfully  entitled to receive the same or as a court of  competent  jurisdiction
may direct, of any surplus then remaining from such proceeds.

     10.  Waiver.  No delay on Lender's  part in  exercising  any power of sale,
lien,  option or other  right  hereunder,  and no notice or demand  which may be
given to or made upon Pledgor by Lender with respect to any power of sale, lien,
option or other right hereunder,  shall constitute a waiver thereof, or limit or
impair Lender's right to take any action or to exercise any power of sale, lien,
option,  or any other right  hereunder,  without notice or demand,  or prejudice
Lender's rights as against Pledgor in any respect.

     11.  Assignment.  Lender may  assign,  indorse or transfer  any  instrument
evidencing  all or any part of the Secured  Obligations  as provided  in, and in

                                       8
accordance  with, the Note, and the holder of such instrument  shall be entitled
to the benefits of this Agreement.

     12.  Termination.   Immediately   following  the  payment  of  all  Secured
Obligations,  Lender shall deliver to Pledgor the Pledged  Collateral pledged by
Pledgor at the time subject to this Agreement and all  instruments of assignment
executed in connection  therewith,  free and clear of the liens hereof,  and any
assignment  required to be executed  by Lender to effect  such  redelivery  and,
except as otherwise  provided  herein,  all of Pledgor's  obligations  hereunder
shall at such time terminate.

     13. Lien Absolute.  All rights of Lender hereunder,  and all obligations of
Pledgor hereunder, shall be absolute and unconditional irrespective of:

         (a) any lack of validity or  enforceability  of the Note,  any Security
Document or any other  agreement  or  instrument  governing  or  evidencing  any
Secured Obligations;

         (b) any change in the time,  manner or place of  payment  of, or in any
other  term  of,  all or any  part  of the  Secured  Obligations,  or any  other
amendment  or waiver  of or any  consent  to any  departure  from the Note,  any
Transaction   Document  or  any  other  agreement  or  instrument  governing  or
evidencing any Secured Obligations;

         (c) any exchange, release or non-perfection of any other collateral, or
any release or amendment or waiver of or consent to departure from any guaranty,
for all or any of the Secured Obligations; or

         (d) any other circumstance  which might otherwise  constitute a defense
available to, or a discharge of, Pledgor.

     14.  Release.  Pledgor  consents and agrees that Lender may at any time, or
from time to time, in its discretion  exchange,  release and/or surrender all or
any of the Pledged  Collateral,  or any part thereof,  by whomsoever  deposited,
which is now or may hereafter be held by Lender in connection with all or any of
the  Secured  Obligations;  all in such manner and upon such terms as Lender may
deem proper,  and without  notice to or further  assent from  Pledgor,  it being
hereby  agreed  that  Pledgor  shall be and remain  bound  upon this  Agreement,
irrespective  of the  existence,  value  or  condition  of  any  of the  Pledged
Collateral,   and  notwithstanding  any  such  change,   exchange,   settlement,
compromise,  surrender,  release, renewal or extension, and notwithstanding also
that the Secured  Obligations  may, at any time exceed the  aggregate  principal
amount  thereof  set forth in the Note,  or any other  agreement  governing  any
Secured  Obligations.  Pledgor  hereby  waives  notice  of  acceptance  of  this
Agreement,  and also presentment,  demand, protest and notice of dishonor of any
and all of the Secured  Obligations,  and promptness in commencing  suit against
any party hereto or liable hereon,  and in giving any notice to or of making any
claim or demand  hereunder upon such Pledgor.  No act or omission of any kind on
Lender's part shall in any event affect or impair this Agreement.

     15.  Indemnification.  Pledgor agrees to indemnify and hold Lender harmless
from  and  against  any  taxes,  liabilities,   claims  and  damages,  including
reasonable  attorney's fees and  disbursements,  and other expenses  incurred or
arising by reason of the taking or the failure to take action by Lender, in good
faith,  in respect  of any  transaction  effected  under  this  Agreement  or in

                                       9
connection with the lien provided for herein, including, without limitation, any
taxes  payable in  connection  with the delivery or  registration  of any of the
Pledged  Collateral  as provided  herein  (collectively  "Indemnified  Claims").
Whether  or not  the  transactions  contemplated  by  this  Agreement  shall  be
consummated,  Pledgor  agrees  to pay to  Lender  all  out-of-pocket  costs  and
expenses  incurred in connection  with this Agreement and all  reasonable  fees,
expenses  and  disbursements,  including  registration  costs  under the Act (or
similar statute) and the reasonable fees of Lender's agents or  representatives,
incurred in connection with the execution and delivery of this Agreement and the
performance   by  Lender  of  the  provisions  of  this  Agreement  and  of  any
transactions  effected in connection  with this  Agreement.  The  obligations of
Pledgor under this Section 15 shall survive the  termination of this  Agreement.
The foregoing notwithstanding, the indemnity provided for herein shall not apply
to any  Indemnified  Claim  of  Lender  if a  court  of  competent  jurisdiction
determines that such Indemnified  Claim is the result of the gross negligence or
willful misconduct of Lender.

     16. Reinstatement. This Agreement shall remain in full force and effect and
continue to be effective  should any petition be filed by or against Pledgor for
liquidation  or  reorganization,  should  Pledgor  become  insolvent  or make an
assignment  for the  benefit of  creditors  or should a  receiver  or trustee be
appointed  for  all or any  significant  part of  Pledgor's  assets,  and  shall
continue to be  effective or be  reinstated,  as the case may be, if at any time
payment and  performance of the Secured  Obligations,  or any part thereof,  is,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
restored or returned,  and in any such case,  the Secured  Obligations  shall be
reinstated  and deemed  reduced  only by such amount paid and not so  rescinded,
reduced, restored or returned.

     17. Miscellaneous.

         (a))  Lender  may  execute  any of its duties  hereunder  by or through
agents or employees  and shall be entitled to advice of counsel  concerning  all
matters pertaining to its duties hereunder.

         (b)   Pledgor   agrees  to   promptly   reimburse   Lender  for  actual
out-of-pocket expenses, including, without limitation,  reasonable counsel fees,
incurred by Lender in connection with the administration and enforcement of this
Agreement.

         (c)  Neither  Lender  nor any of its  officers,  directors,  employees,
agents or counsel shall be liable for any action lawfully taken or omitted to be
taken by it or them hereunder or in connection herewith, except for its or their
own gross negligence or willful misconduct.

         (d) This Agreement shall be binding upon Pledgor and its successors and
assigns,  and shall inure to the benefit of, and be  enforceable  by, Lender and
its respective  successors and assigns,  and shall be governed by, and construed
and enforced in  accordance  with,  the internal  laws in effect in the State of
Illinois  without  giving effect to principles of choice of law, and none of the
terms or  provisions  of this  Agreement  may be waived,  altered,  modified  or
amended except in writing duly signed for and on behalf of Lender and Pledgor.

                                       10
18. Severability.  If for any reason any provision or provisions hereof are
determined  to be invalid  and  contrary to any  existing  or future  law,  such
invalidity  shall not impair the  operation of or effect those  portions of this
Agreement which are valid.

     19. Notices.  Except as otherwise provided herein,  whenever it is provided
herein that any notice, demand, request, consent, approval, declaration or other
communication  shall or may be given to or  served  upon any of the  parties  by
another,  or whenever  any of the parties  desires to give or serve upon another
any  communication  with respect to this  Agreement,  each such notice,  demand,
request,  consent,  approval,  declaration  or other  communication  shall be in
writing, addressed as follows:

        If to Lender, at:         Gryffindor Capital Partners I, L.L.C.
                                  150 North Wacker Drive, Suite 800
                                  Chicago, Illinois 60606
                                  Attn:  Stuart Fuchs
                                  Facsimile No.: (312) 499-1935

                                  With a copy to:

                                  Piper Rudnick
                                  203 North LaSalle Street
                                  Chicago, Illinois 60601
                                  Attn: Deborah Gersh, Esq.
                                  Facsimile No. (312) 630-5371

        If to Pledgor, at:        Provectus Pharmaceuticals, Inc.
                                  7327 Oak Ridge Highway, Suite A
                                  Knoxville, TN  37931
                                  Attention: Timothy C. Scott, Ph.D., President
                                  Facsimile No. (865) 539-9654

                                  With a copy to:

                                  Baker, Donelson, Bearman & Caldwell
                                  2200 Riverview Tower
                                  900 South Gay Street
                                  Knoxville, TN  37902
                                  Attn:  David L. Morehous, Esq.
                                  Facsimile No. (865) 633-7120

     or at such other  address as may be  substituted  by notice given as herein
     provided. The giving of any notice required hereunder may be

                                       11
waived in  writing by the party  entitled  to receive  such  notice.  Every
     notice,  demand,   request,   consent,   approval,   declaration  or  other
     communication  hereunder  shall be deemed to have been duly given or served
     on the date on which personally  delivered,  in person, by delivery service
     or by overnight courier service, with receipt acknowledged,  on the date of
     telecopy  transmission  or three (3) days  after the same  shall  have been
     deposited in the United States mail,  postage prepaid.  Failure or delay in
     delivering  copies  of any  notice,  demand,  request,  consent,  approval,
     declaration  or other  communication  to the  persons  designated  above to
     receive copies shall in no way adversely  affect the  effectiveness of such
     notice,  demand,   request,   consent,   approval,   declaration  or  other
     communication.

     20. Section Titles.  The Section titles contained in this Agreement are and
shall be without  substantive  meaning or content of any kind whatsoever and are
not a part of the agreement between the parties hereto.

     21.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts,   which  shall,   collectively  and  separately,   constitute  one
agreement.

     22.  Conflict of Terms.  Except as  otherwise  explicitly  provided in this
Agreement,  if any provision  contained in this Agreement is in conflict with or
inconsistent with any provision in the Note, the provision contained in the Note
shall govern and control, to the extent of such conflict or inconsistency.

                          [Signature Page(s) to Follow]

                                       12
IN WITNESS  WHEREOF,  the parties  hereto  have  caused  this Stock  Pledge
Agreement to be duly executed as of the date first written above.

                                         PLEDGOR:

                                         PROVECTUS PHARMACEUTICALS, INC.

                                         By: /s/ Timothy C. Scott
                                         Name: Timothy C. Scott
                                         Title: President

     Accepted  and  agreed  to in  Chicago,  Illinois  as of  this  26th  day of
     November, 2002

                                         GRYFFINDOR CAPITAL PARTNERS I, L.L.C.

                                         By: /s/ Stuart Fuchs
                                         Name: /s/ Stuart Fuchs
                                         Title: Managing Principal

                                       13
Exhibit 4.6

                                    GUARANTY
                                    --------

         THIS GUARANTY (this "Guaranty"), dated as of November 26, 2002, is made
by XANTECH  PHARMACEUTICALS,  INC., a Nevada corporation (the  "Guarantor"),  in
favor of GRYFFINDOR  CAPITAL PARTNERS I, L.L.C.  ("Lender").  Capitalized  terms
used but not otherwise defined herein shall have the meaning ascribed thereto in
that certain  Convertible Secured Promissory Note and Warrant Purchase Agreement
(the "Purchase Agreement").

                              W I T N E S S E T H:

         WHEREAS,   Photogen   Technologies,   Inc.   ("Technologies")  and  its
wholly-owned  subsidiary Photogen,  Inc.  ("Photogen") have been involved in two
lines of businesses since May of 1997, namely the Therapeutic  Business (defined
in the Purchase  Agreement) and the Diagnostic Business (defined in the Purchase
Agreement);

         WHEREAS, Eric Wachter,  Craig Dees, Timothy D. Scott, Walter Fisher and
John A. Smolik (the "Photogen Shareholders") are or were shareholders, directors
and/or officers of Technologies and Photogen;

         WHEREAS,  the Photogen  Shareholders,  Technologies  and Photogen  have
entered  into that  certain  Separation  Agreement,  dated as of July 29,  2002,
pursuant to which the Photogen Shareholders obtained all of the capital stock of
Photogen,  which entity holds all of the rights,  title and  interests in and to
the Assets (defined in the Purchase Agreement);

         WHEREAS,  pursuant to the Separation  Agreement,  Technologies required
that Photogen change its name to
Valley Pharmaceuticals, Inc. ("Valley");

         WHEREAS,  pursuant to (a) an Agreement and Plan of Reorganization dated
as of November  15, 2002 among  Provectus,  Provectus  Pharmaceuticals,  Inc., a
Tennessee  corporation  and  the  wholly  owned  subsidiary  of  Provectus  (the
"Subsidiary"),  Valley and the  Shareholders  and (b) an  Agreement  and Plan of
Merger dated as of November 15, 2002 among Provectus,  the Subsidiary and Valley
(collectively,  the "Reorganization Agreement"), the following transactions took
place: (i) the Subsidiary merged with and into Valley (the "Merger"),  such that
Valley  became a wholly owned  subsidiary  of  Provectus,  (ii)  Valley,  as the
surviving   corporation   in  that   merger,   changed   its  name  to   Xantech
Pharmaceuticals,  Inc.  ("Xantech"),  and (iii) upon the Merger, by operation of
law, Xantech, as a wholly owned subsidiary of Provectus,  held all of the right,
title and interest in and to the Assets;

         WHEREAS,  based on such  representation  and the other  representations
made in the Purchase Agreement,  Lender has agreed to provide a loan to Borrower
as evidenced by a convertible  secured promissory note in the original principal
amount of $1,000,000  (the "Note"),  which Note shall be secured by, among other
things, the Assets, and, in connection  therewith,  Borrower has agreed to issue
to  Lender a  warrant  to  purchase  shares  of  Borrower's  common  stock  (the
"Warrant"), all in accordance with the terms and conditions set forth herein and
in the Note and the Warrant respectively.

                                       1
WHEREAS,  a significant and material basis for Lender entering into the
Purchase Agreement is that the Assets will be under the control of, or otherwise
owned by, Borrower;

         WHEREAS,  pursuant to the terms of the Separation Agreement, the Assets
must  remain in a separate  entity for a minimum of twelve  (12) months in order
for the entities  under the  Separation  Agreement to receive  certain  tax-free
treatment under Section 355 of the Internal Revenue Code;

         WHEREAS,  absent such  restriction  in the  Separation  Agreement,  the
Assets would have been  transferred to Borrower and included with the collateral
of Borrower securing the Note;

         WHEREAS,  as a condition  to Lender  making the loan under the Note and
entering into the Purchase Agreement,  Lender is requiring,  among other things,
that  Guarantor  guaranty the  obligations of Borrower under the Note and pledge
certain of its assets  (including,  without  limitation,  the  Assets) to secure
Borrower's obligations under the Note and Guarantor's obligations hereunder;

         WHEREAS,  the  Guarantor  will  benefit  from  the  making  of the loan
evidenced  by the Note and is willing to guaranty  the  Liabilities  (as defined
below) in order to satisfy the conditions  described in the preceding paragraphs
and to induce Lender to make the loan to Borrower; and

         WHEREAS, the Guarantor has duly authorized the execution,  delivery and
performance of this Guaranty;

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency   of  which  are  hereby   acknowledged,   the   Guarantor   hereby,
unconditionally  and  irrevocably,  as primary obligor and not merely as surety,
guarantees  the full and prompt  payment when due,  whether by  acceleration  or
otherwise,  and  at  all  times  thereafter,  of all  obligations  (monetary  or
otherwise)  of  Borrower to Lender  under or in  connection  with the Note,  any
Transaction Document and any other document or instrument executed in connection
herewith or therewith,  in each case  howsoever  created,  arising or evidenced,
whether direct or indirect,  absolute or contingent,  now or hereafter existing,
or due or to become due (all such obligations being herein  collectively  called
the "Liabilities").

         The  Guarantor  agrees  that if any Event of Default (as defined in the
Note)  shall  occur,  and if such  event  shall  occur at a time when any of the
Liabilities may not then be due and payable, upon Lender's demand, the Guarantor
will pay to Lender forthwith the full amount which would be payable hereunder by
the Guarantor if all Liabilities were then due and payable.

         The obligations the Guarantor under this Guaranty are secured by, among
other things, the following Transaction Documents:

             a)  a  Security  Agreement,  dated  the  date  hereof  between  the
Guarantor and Lender which encumbers certain collateral described therein;

                                       2

                                       2
b) a Trademark Collateral Security Agreement, dated the date hereof
between the Guarantor and Lender which encumbers  certain  collateral  described
therein;

             c) a Patent and License Security  Agreement,  dated the date hereof
between the Guarantor and Lender which encumbers  certain  collateral  described
therein; and

             d) a Copyright  Security  Agreement,  dated the date hereof between
the Guarantor and Lender which encumbers certain collateral described therein.

         This  Guaranty  shall in all  respects  be a  continuing,  irrevocable,
absolute and unconditional  guaranty,  and shall remain in full force and effect
(notwithstanding,  without limitation,  the dissolution of the Guarantor or that
at any time or from  time to time no  Liabilities  are  outstanding)  until  all
obligations of Borrower  and/or  Guarantor have  terminated and all  Liabilities
have been paid in full.

         The Guarantor further agrees that if at any time all or any part of any
payment  theretofore  applied by Lender to any of the  Liabilities is or must be
rescinded  or  returned  by Lender  for any  reason  whatsoever  (including  the
insolvency,  bankruptcy or  reorganization  of Borrower or the Guarantor),  such
Liabilities  shall,  for the purposes of this Guaranty,  to the extent that such
payment is or must be  rescinded  or  returned,  be deemed to have  continued in
existence,  notwithstanding  such application by Lender, and this Guaranty shall
continue  to be  effective  or be  reinstated,  as the case  may be,  as to such
Liabilities, all as though such application by the Lender had not been made.

         Lender  may,  from time to time,  at its sole  discretion  and  without
notice to the Guarantor, take any or all of the following actions: (a) retain or
obtain the  primary or  secondary  obligation  of any  obligor or  obligors,  in
addition to the Guarantor, with respect to any of the Liabilities, (b) extend or
renew any of the Liabilities for one or more periods (whether or not longer than
the original  period),  alter or exchange any of the Liabilities,  or release or
compromise  any  obligation of the Guarantor  hereunder or any obligation of any
nature of any other obligor with respect to any of the  Liabilities,  (c) extend
or renew  for one or more  periods  (whether  or not  longer  than the  original
period) or release,  compromise, alter or exchange any obligations of any nature
of any obligor  with  respect to any  Collateral  (as defined in the Note),  (d)
exercise  Lender's  conversion  rights in accordance with the terms of the Note,
and (e) resort to the Guarantor for payment of any of the Liabilities  when due,
whether or not Lender shall have  resorted to any  property  securing any of the
Liabilities  or any  obligation  hereunder or shall have  proceeded  against the
Guarantor or any other obligor  primarily or secondarily  obligated with respect
to any of the Liabilities.

         The Guarantor hereby expressly  waives, to the fullest extent permitted
by applicable law: (a) notice of the acceptance by Lender of this Guaranty,  (b)
notice  of  the  existence  or  creation  or  non-payment  of  all or any of the
Liabilities, (c) presentment, demand, notice of dishonor, protest, and all other
notices  whatsoever,  and (d) all  diligence in  collection  or protection of or
realization  upon  any  Liabilities  or  any  security  for or  guaranty  of any
Liabilities.

                                        3
All  notices or other  communications  hereunder  shall be given in the
manner and to the addresses set forth in the Purchase Agreement.

         Notwithstanding any payment made by or for the account of the Guarantor
pursuant to this Guaranty, the Guarantor shall not be subrogated to any right of
Lender until such time as the Lender shall have  received  final payment in cash
of the full amount of all Liabilities.

         The Guarantor further agrees to pay all expenses (including  reasonable
attorney fees and expenses) paid or incurred by Lender in endeavoring to collect
the  Liabilities of such Guarantor,  or any part thereof,  and in enforcing this
Guaranty against the Guarantor.

         The creation or existence  from time to time of additional  Liabilities
to Lender is hereby authorized,  without notice to the Guarantor and shall in no
way affect or impair the rights of Lender or the  obligations  of the  Guarantor
under this Guaranty.

         Lender may from time to time without notice to the Guarantor, assign or
transfer  any  or  all  of  the  Liabilities  or  any  interest  therein;   and,
notwithstanding any such assignment or transfer or any subsequent  assignment or
transfer  thereof,  such  Liabilities  shall be and remain  Liabilities  for the
purposes of this Guaranty,  and each and every immediate and successive assignee
or transferee of any of the Liabilities or of any interest therein shall, to the
extent of the interest of such  assignee or transferee  in the  Liabilities,  be
entitled to the benefits of this Guaranty to the same extent as if such assignee
or transferee were an original Lender.

         No delay on the part of Lender in the  exercise  of any right or remedy
shall operate as a waiver thereof,  and no single or partial  exercise by Lender
of any right or remedy shall preclude other or further  exercise  thereof or the
exercise of any other right or remedy;  nor shall any  modification or waiver of
any provision of this  Guaranty be binding upon Lender,  except as expressly set
forth in a writing duly signed and  delivered on behalf of Lender.  No action of
the Lender  permitted  hereunder shall in any way affect or impair the rights of
Lender or the obligations of the Guarantor under this Guaranty.  For purposes of
this Guaranty, "Liabilities" shall include all obligations of Borrower to Lender
arising under or in connection  with the Purchase  Agreement or any  Transaction
Documents,  or any other document or instrument executed in connection therewith
in each case  notwithstanding  any right or power of  Borrower or anyone else to
assert any claim or defense as to the invalidity or unenforceability of any such
obligation,  and no such claim or defense shall affect or impair the obligations
of the Guarantor hereunder.

         The introductory  paragraph and the recitals appearing at the beginning
of this Guaranty shall be incorporated into and made a part of this Guaranty.

         This Guaranty  shall be binding upon the  Guarantor and its  successors
and  assigns,  and to the extent  that  Borrower  or the  Guarantor  is either a
partnership  or a  corporation,  all  references  herein to Borrower  and to the
Guarantor, respectively, shall be deemed to include any successor or successors,
whether immediate or remote, to such partnership or corporation.

                                       4

                                       4
This Guaranty shall be governed by and construed in accordance with the
laws of the  State of  Illinois  applicable  to  contracts  made and to be fully
performed in such State.  Wherever  possible,  each  provision of this  Guaranty
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable  law, but if any provision of this Guaranty shall be prohibited by or
invalid under such law, such  provision  shall be  ineffective  to the extent of
such  prohibition  or  invalidity,  without  invalidating  the remainder of such
provision or the remaining provisions of this Guaranty.

         This Guaranty may be executed in any number of counterparts  and by the
different  parties hereto on separate  counterparts,  and each such  counterpart
shall be deemed  to be an  original  but all such  counterparts  shall  together
constitute  one and the  same  Guaranty.  At any  time  after  the  date of this
Guaranty,  one or more additional Persons may become parties hereto by executing
and delivering to Lender a counterpart of this Guaranty.  Immediately  upon such
execution and delivery (and without any further  action),  each such  additional
Person  will  become a party to, and will be bound by all of the terms of,  this
Guaranty.

         ANY LITIGATION BASED HEREON,  OR ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS  GUARANTY  OR ANY OTHER  TRANSACTION  DOCUMENT,  SHALL BE BROUGHT  AND
MAINTAINED  IN THE  COURTS  OF THE STATE OF  ILLINOIS  OR IN THE  UNITED  STATES
DISTRICT  COURT FOR THE NORTHERN  DISTRICT OF ILLINOIS;  PROVIDED  THAT ANY SUIT
SEEKING  ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT
LENDER'S  OPTION,  IN THE COURTS OF ANY  JURISDICTION  WHERE SUCH  COLLATERAL OR
OTHER PROPERTY MAY BE FOUND.  GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS
TO THE  JURISDICTION  OF THE COURTS OF THE STATE OF  ILLINOIS  AND OF THE UNITED
STATES  DISTRICT COURT FOR THE NORTHERN  DISTRICT OF ILLINOIS FOR THE PURPOSE OF
ANY SUCH LITIGATION AS SET FORTH ABOVE.  GUARANTOR FURTHER IRREVOCABLY  CONSENTS
TO THE SERVICE OF PROCESS BY REGISTERED MAIL,  POSTAGE  PREPAID,  TO THE ADDRESS
SET FORTH OPPOSITE ITS SIGNATURE  HERETO (OR SUCH OTHER ADDRESS AS IT SHALL HAVE
SPECIFIED IN WRITING TO THE LENDER AT ITS ADDRESS FOR NOTICES  HEREUNDER)  OR BY
PERSONAL  SERVICE  WITHIN OR WITHOUT  THE STATE OF  ILLINOIS.  GUARANTOR  HEREBY
EXPRESSLY AND IRREVOCABLY  WAIVES,  TO THE FULLEST EXTENT  PERMITTED BY LAW, ANY
OBJECTION  WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH
LITIGATION  BROUGHT IN ANY SUCH COURT  REFERRED  TO ABOVE AND ANY CLAIM THAT ANY
SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

                                       5
THE GUARANTOR AND (BY  ACCEPTING  THE BENEFITS  HEREOF),  LENDER HEREBY
WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY  ACTION OR  PROCEEDING  TO  ENFORCE OR
DEFEND ANY RIGHTS UNDER THIS GUARANTY,  ANY OTHER  TRANSACTION  DOCUMENT AND ANY
AMENDMENT,  INSTRUMENT,  DOCUMENT  OR  AGREEMENT  DELIVERED  OR WHICH MAY IN THE
FUTURE BE  DELIVERED  IN  CONNECTION  HEREWITH OR  THEREWITH OR ARISING FROM ANY
FINANCING  RELATIONSHIP  EXISTING IN CONNECTION  WITH ANY OF THE FOREGOING,  AND
AGREES THAT ANY SUCH ACTION OR PROCEEDING  SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.

                          [Signature Page(s) to Follow]

                                       6
IN WITNESS WHEREOF,  this Guaranty has been duly executed and delivered
as of the day and year first above written.

                                        XANTECH PHARMACEUTICALS, INC.

                                        By: /s/ Eric A. Wachter
                                        -----------------------
                                        Name: Eric A. Wachter
                                        Title: Vice President

                                        Address: 7327 Oak Ridge Highway, Suite A
                                                 -------------------------------
                                                 Knoxville, TN 37931
                                                 -------------------------------

                                       7
Exhibit 4.7

                               SECURITY AGREEMENT
                               ------------------

         This SECURITY AGREEMENT (this "Agreement"), made as of this 26th day of
November,  2002, by and between GRYFFINDOR CAPITAL PARTNERS I, L.L.C.  ("Secured
Party") and PROVECTUS PHARMACEUTICALS, INC. ("Debtor").

         1.  In  consideration  of a  loan  made  by  Secured  Party  to  Debtor
("Borrower")  evidenced by a Senior Secured  Convertible  Note, dated as of even
date herewith (the  "Note"),  issued to Secured Party in the original  principal
amount of One Million and 00/100 Dollars ($1,000,000), and as security therefor,
and for the payment of any and all  liabilities  and  obligations of Borrower to
Secured Party,  howsoever  created,  arising or evidenced,  and howsoever owned,
held or  acquired,  whether  now or  hereafter  existing,  whether now due or to
become due, whether direct or indirect,  or absolute or contingent,  and whether
several,  joint or  joint  and  several,  including,  but not  limited  to,  the
liabilities  and  obligations  of Borrower  evidenced  by the Note (all of which
liabilities and obligations are hereinafter  called the  "Obligations"),  Debtor
does hereby  pledge,  assign,  transfer  and  deliver to Secured  Party and does
hereby grant to Secured Party a continuing and  unconditional  security interest
in and  to the  property  of the  Debtor,  whether  now  existing  or  hereafter
acquired,  and wherever now or hereafter located,  and the products and proceeds
therefrom, described as follows:

             (i) All Accounts, and all Goods, repossessed from or returned by an
Account Debtor,  whose sale,  lease,  or other  disposition by Debtor have given
rise to Accounts;

             (ii) All Inventory; All Goods, other than Inventory;

             (iii) All Equipment, Vehicles, furniture and Fixtures;

             (iv) All Deposit Accounts,  Letter of Credit Rights, Chattel Paper,
Instruments, Documents, General Intangibles and Investment Property;

             (v) All books and records (including, without limitation,  customer
lists, credit files, computer programs,  print-outs and other computer materials
and records) of Debtor pertaining to any of the foregoing; and

             (vi) All  insurance  policies and proceeds  insuring the  foregoing
property or any part thereof, including unearned premiums.

All the  aforesaid  property and the products and proceeds  therefrom are herein
individually and collectively called the "Collateral." The term "Account Debtor"
and the terms used herein to identify the  Collateral  shall have the respective
meanings  assigned to such terms in the Uniform  Commercial Code of the State of
Illinois as in effect from time to time.

         2. Debtor authorizes  Secured Party, at any time and from time to time,
to file such financing statements and other documents and instruments and agrees
to perform such acts as Secured  Party may deem  necessary or desirable in order
to establish and maintain valid,  attached and perfected  security  interests in
the  Collateral in favor of Secured Party,  free and clear of all liens,  claims
and rights of third parties whatsoever.  Debtor hereby irrevocably  appoints any
officer of Secured  Party  (designated  by Secured  Party for such  purpose) its
attorney-in-fact,  in Debtor's name,  place and stead, to execute such financing
statements  and other  documents  and to do such other acts as Secured Party may
require to perfect and preserve  Secured  Party's  security  interest in, and to
enforce such interests in the  Collateral,  hereby  ratifying and confirming all
that said  attorney-in-fact  may do or cause to be done by virtue hereof. If any
of the Collateral  includes any vehicle  having a certificate  of title,  Debtor
shall deliver to Secured Party the original  certificate  of title for each such
vehicle, together with such applications and other documents which Secured Party
may request in order to have  Secured  Party's  security  interest  noted on the
certificate of title for such vehicle and to otherwise  perfect  Secured Party's
security  interest  therein.  If any of the  Collateral  consists of  promissory
notes, securities,  instruments, chattel paper, warehouse receipts, documents of
title or any similar item,  Debtor will deliver the original  thereof to Secured
Party,  together with  appropriate  endorsements  or other specific  evidence of
assignment  thereof to Secured  Party,  all in form and substance  acceptable to
Secured Party.

         3. Debtor shall keep the Collateral in good order and repair, and shall
have sole responsibility for taking such steps as may be necessary, from time to
time,  to  preserve  all rights of Debtor and  Secured  Party in the  Collateral
against third parties.  Debtor shall permit Secured Party to examine and inspect
the Collateral at any reasonable time or times.

         4. Debtor covenants with and warrants to Secured Party that: (a) Debtor
is the sole owner of the  Collateral  free from any lien,  security  interest or
encumbrance  of any kind,  (b) Debtor will not sell,  lease or grant any further
security interest in the Collateral or any part thereof,  and will not part with
possession  of the same,  except in the usual and  ordinary  course of  Debtor's
business;  (c)  Debtor  will  not use or  permit  the  Collateral  to be used in
violation  of any law or  ordinance;  (d)  Debtor is a Nevada  corporation,  and
Debtor  will not remove or permit the  Collateral  to be removed  from  Debtor's
address(es) on the signature  page to this  Agreement  without the prior written
consent of Secured  Party,  except in the usual and ordinary  course of Debtor's
business;  and (e) Debtor will procure and maintain  insurance on the Collateral
for the full duration of this Agreement against reasonable risks of loss, damage
and destruction  (such insurance shall be reasonable to the  satisfaction of the
Secured Party in relation to the amount and term of the Obligations and the type
and value of the Collateral), and shall deliver to Secured Party within ten (10)
days from the date  hereof,  a fully paid  policy or  certificate  of  insurance
containing a Secured Party's Loss Payable clause in form and content  acceptable
to, and in favor of,  Secured Party.  In the event Debtor,  at any time or times
hereafter,  shall fail to obtain or maintain  any of the  policies of  insurance
required above, or to pay any premium in whole or in part relating thereto, then
Secured Party,  without waiving or releasing any obligation or default by Debtor

                                       2
hereunder,  may at any  time  or  times  thereafter,  (but  shall  be  under  no
obligation to do so) obtain and maintain such policies of insurance and pay such
premiums and take any other action with respect  thereto,  which  Secured  Party
deems advisable.  All sums so disbursed by Secured Party,  including  reasonable
attorneys' fees, court costs, expenses and other charges relating thereto, shall
be additional  Obligations  secured  hereunder and shall be payable on demand by
Debtor to Secured Party.  Debtor  covenants,  warrants and represents to Secured
Party  that all  representations  and  warranties  of Debtor  contained  in this
Agreement  (whether appearing in this Paragraph 4 or elsewhere) shall be true at
the time of Debtor's  execution of this Agreement,  shall survive the execution,
delivery  and  acceptance  thereof by the parties  hereto and the closing of the
transactions  described  herein or related  hereto and shall be true  during the
duration thereof.

         5. Secured  Party may,  but is not required to, take such action,  from
time to time, as it deems appropriate to maintain or protect the Collateral, and
in particular  may at any time  following the occurrence of an Event of Default:
(a) transfer the whole or any part of the Collateral  into the name of itself or
its nominee; (b) collect any amounts due on the Collateral directly from persons
obligated thereof; (c) vote the Collateral; (d) take control of any proceeds and
products of the  Collateral;  (e) sue or make any compromise or settlement  with
respect to any of the  Collateral;  or (f) make an election  with respect to the
Collateral  under ss.1111 of the U.S.  Bankruptcy Code, or take any action under
Section 364 or any other  section of the U.S.  Bankruptcy  Code now  existing or
hereafter amended; provided,  however, that any such action of Secured Party set
forth in this Paragraph 5 shall not, in any manner whatsoever,  impair or affect
any  liability  hereunder,  nor  prejudice  or waive nor be construed to impair,
affect, prejudice or waive Secured Party's rights and remedies at law, in equity
or by  statute,  nor  release  or  discharge,  nor be  construed  to  release or
discharge,  Debtor or any guarantor or other person,  firm or corporation liable
to Secured Party for the Obligations,  whether now existing or hereafter created
or arising, howsoever evidenced.

         6. None of the  following  shall  affect the  Obligations  of Debtor to
Secured Party under this Agreement or Secured Party's rights with respect to the
Collateral:

             (i)  Acceptance or retention by Secured Party of other  property or
interests in property as security for the Obligations;

             (ii) Release of all or any part of the Collateral;

             (iii) Release,  extension,  renewal,  modification or compromise of
the liability of any guarantor of the Obligations; or

             (iv) Failure by Secured Party to resort to other security or pursue
Debtor or any other obligor liable for any of the Obligations  before  resorting
to the Collateral.

         7. The  occurrence  of an  "Event  of  Default"  under  the Note  shall
constitute an Event of Default under this  Agreement.  Upon the occurrence of an
Event of Default:  (a) all Obligations  may, at the option of Secured Party, and
without  demand,  notice  or  legal  process  or  any  kind,  be  declared,  and
immediately shall become due and payable,  and Secured Party may exercise,  from
time to  time,  any  rights  and  remedies  available  to it under  the  Uniform
Commercial Code and any other applicable law in addition to, and not in lieu of,
any rights and  remedies  expressly  granted in this  Agreement  or in any other
agreements  with Secured Party,  including the Security  Documents;  (b) Secured
Party shall have the right to notify the Account Debtors under Debtor's Accounts
of the security  interest of Secured Party,  and/or of the assignment to Secured

                                       3
Party of, the  Accounts  upon which  respective  Account  Debtors  are liable to
Debtor,  and to notify such  Account  Debtors to make payment of such Account or
Accounts  directly to Secured  Party;  (c) Secured Party shall have the right to
take  control of the cash and other  proceeds of any of Debtor's  Accounts;  (d)
Secured  Party may, at any time,  enforce  collection  of any of the Accounts by
suit or  otherwise,  and  surrender  or  release  all or any  part  thereof,  or
compromise,  extend or renew for any  period  (whether  or not  longer  than the
original period) any indebtedness  thereunder or evidenced by such Account;  (e)
Debtor hereby  irrevocably  appoints any officer of Secured Party (designated by
Secured Party for such purpose) its  attorney-in-fact,  in Debtor's name,  place
and stead,  and hereby  authorizes  said  attorney-in-fact  to execute change of
address  forms  with  the  Postmaster  of  the  U.S.  Post  Office  serving  the
address(es) of Debtor, to change the address of Debtor to that of Secured Party,
to open all  envelopes  addressed  to  Debtor  and apply  any  payments  therein
contained  to the  Obligations,  all of which  the  Secured  Party may do at its
option;  (f) without notice,  demand or legal process of any kind, Secured Party
may take  possession of any or all of the  Collateral (in addition to Collateral
of which it already  has  possession),  wherever  it may be found,  and for that
purpose may pursue the same wherever it may be found,  and may enter into any of
Debtor's  premises  where any of the Collateral may be or be supposed to be, and
search for, take  possession  of,  remove,  keep and store any of the Collateral
until the same shall be sold or otherwise  disposed of, and Secured  Party shall
have the right to store the same in any of  Debtor's  premises  without  cost to
Secured Party; (g) at Secured Party's request, Debtor will, at Debtor's expense,
assemble the  Collateral  and make it  available to Secured  Party at a place or
places to be  designated  by Secured  Party which is  reasonably  convenient  to
Secured Party and Debtor; and (h) without demand of performance or other demand,
advertisement  or notice of any kind (except the notice  specified below of time
and place of  public or  private  sale) to or upon  Debtor or any other  person,
Secured Party may forthwith collect,  receive,  appropriate and realize upon the
Collateral,  or any part thereof, and/or may forthwith sell, lease, assign, give
an option or options to purchase or sell or otherwise dispose of and deliver the
Collateral  (or contract to do so), or any part thereof,  in one or more parcels
at public or  private  sales,  at any  exchange  or  brokers  board or at any of
Secured  Party's  offices or elsewhere  at such prices as it may deem best,  for
cash or on credit or for future delivery without assumption of any credit risk.

         Secured Party shall have the right upon any public sale or sales,  and,
to the extent  permitted by law, upon any private sale or sales, to purchase the
whole or any part of the  Collateral  so sold,  free of any  right or  equity of
redemption, which equity of redemption Debtor hereby releases.

         Any  notification  of  intended  disposition  of  all  or  any  of  the
Collateral  required by law shall be deemed  reasonably  and  properly  given if
given at least ten (10) calendar days before such disposition.

         Debtor  agrees that in the event  Debtor  fails to perform,  observe or
discharge any of its  Obligations or  liabilities  under this Agreement or other
agreements with Secured Party, no remedy of law will provide  adequate relief to
Secured  Party,  and  further  agrees  that  Secured  Party shall be entitled to
temporary and permanent injunctive relief in any such case without the necessity
of proving actual damages.

                                       4
Debtor,  irrevocably,  hereby makes,  constitutes and appoints  Secured
Party (and all persons  designed by Secured  Party for that purpose) as Debtor's
true and lawful attorney (and agent-in-fact) to endorse Debtor's name to checks,
drafts,  instruments  and  other  items  of  payment,  and/or  proceeds  of  the
Collateral  upon  the  occurrence  and  during  the  continuance  of an Event of
Default.

         Debtor agrees to pay all expenses of collection, and all legal expenses
and  attorneys'  fees of  every  kind,  paid or  incurred  by  Secured  Party in
enforcing its rights and remedies  hereunder,  or under any other agreement with
the Secured Party, or in connection with the Collateral, or in defending against
any claim, cause of action, defense,  counterclaim,  setoff or cross-claim based
on any act of  commission  or  omission  by Secured  Party  with  respect to the
Obligations or Collateral, or both, promptly on demand of Secured Party.

         The proceeds of any sale,  disposition or other realization upon all or
any part of the Collateral shall be applied as follows: first, to the reasonable
costs,  expenses and attorneys'  fees incurred by Secured Party for  collection,
acquisition,  completion, protection, removal, storage, sale and delivery of the
Collateral;  second,  to any  accrued  and  unpaid  interest;  third,  to unpaid
principal;  fourth, to any Obligations remaining unpaid; and fifth, upon payment
in full of the  Obligations,  to Debtor or as a court of competent  jurisdiction
may  direct.   Debtor  shall  remain  liable  for  any  deficiency   after  such
application.

         8. Debtor waives the benefit of any law that would  otherwise  restrict
or  limit  Secured  Party  in  the  exercise  of  its  right,  which  is  hereby
acknowledged,  to appropriate at any time hereafter any indebtedness  owing from
Secured  Party to Debtor and to set-off  such amounts  against the  Obligations.
Debtor  does hereby  pledge,  assign and  transfer to Secured  Party any and all
cash, investment property,  negotiable instruments,  documents of title, chattel
paper,  securities,  certificates  of  deposit,  deposit  accounts,  interest or
dividends  thereon,  other cash  equivalents  and all other  assets of  whatever
description  of Debtor in the  possession  or control  of Secured  Party for any
purpose and to appropriate  and apply the same on any or all of the  Obligations
which are not paid when due.

         9. DEBTOR WAIVES EVERY DEFENSE, CAUSE OF ACTION, COUNTERCLAIM OR SETOFF
WHICH DEBTOR MAY NOW HAVE OR HEREAFTER  MAY HAVE TO ANY ACTION BY SECURED  PARTY
IN ENFORCING THIS AGREEMENT OR THE COLLATERAL AND RATIFIES AND CONFIRMS WHATEVER
SECURED  PARTY MAY DO  PURSUANT  TO THE TERMS  HEREOF  AND WITH  RESPECT  TO THE
COLLATERAL  AND AGREES THAT  SECURED  PARTY SHALL NOT BE LIABLE FOR ANY ERROR OF
JUDGMENT OR MISTAKES OF FACT OR LAW.

         10. Except as otherwise provided herein,  Debtor waives all notices and
demands in connection with the enforcement of Secured Party's rights  hereunder,
and  hereby  consents  to,  and  waives  notice of the  release  with or without
consideration  of any Debtor  hereunder  or of any  Collateral.  Any  failure of
Secured Party to exercise any right  available  hereunder or otherwise shall not
be construed as a waiver of the right to exercise the same or any other right at
any other time.

                                       6
11. Secured Party may at any time assign the  Obligations,  or any part
thereof,  and transfer  Secured  Party's rights in any or all of the Collateral,
and Secured Party  thereafter  shall be relieved from all liability with respect
to such Collateral.  Debtor may not sell or assign this Agreement,  or any other
agreement with Secured Party or any portion  thereof,  either  voluntarily or by
operation of law.

         12. This  Agreement  has been made and  delivered at the main office of
Secured Party and shall be governed and construed in accordance with the laws of
the State of Illinois.  This Agreement shall constitute a continuing  agreement,
applying to any and all future,  as well as existing,  transactions,  agreements
and  guaranties  between  Debtor and Secured  Party,  and shall be binding  upon
Debtor and its respective heirs, legal representatives,  successors and assigns.
If this  Agreement is not dated or contains any blanks when  executed by Debtor,
Secured  Party is hereby  authorized,  without  notice to  Debtor,  to date this
Agreement  as of the date when it was  executed by Debtor,  and to complete  any
such  blanks  according  to the terms upon which this  Agreement  is executed by
Debtor and is accepted by Secured Party.  Wherever  possible,  each provision of
this Agreement  shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be prohibited
by or  invalid  under  such  law,  such  provision  shall  be  severable  and be
ineffective  to  the  extent  of  such   prohibition   or  invalidity,   without
invalidating the remaining provisions of this Agreement.

         13. To the extent that Debtor is either a corporation, partnership or a
limited  liability  company,  all references herein to Debtor shall be deemed to
include any  successor  or  successors,  whether  immediate  or remote,  to such
corporation,  partnership or limited liability  company.  In the case of a joint
venture or  partnership,  the term "Debtor" shall be deemed to include all joint
venturers  or  partners  thereof  who  shall be  jointly  and  severally  liable
hereunder.

         14. Any notice or other  communication  to be given  hereunder shall be
given as provided in the Note.

         15. This Agreement and the other  Transaction  Documents (as defined in
the Note) contain the entire agreement  between Debtor and Secured Party and the
final  expression  of  their   intentions,   and  supersedes  all  negotiations,
representations,  warranties,  commitments,  offers,  contracts  (of any kind or
nature,  whether  oral or  written)  to or  contemporaneous  with the  execution
hereof. No prior or contemporaneous representations, warranties, understandings,
offers or agreements of any kind or nature,  whether oral or written,  have been
made by Secured Party or relied upon by Debtor in connection  with the execution
hereof.

         16. Neither this Agreement,  nor any term hereof may be orally changed,
discharged,  terminated  or waived,  except  only by an  instrument  in writing,
signed  by  the  party  against  which  enforcement  of the  change,  discharge,
termination or waiver is sought.

         17. If Debtor is a  corporation,  Debtor  represents  and  warrants  to
Secured Party that the  execution  and delivery of this  Agreement has been duly
authorized  by  resolutions  heretofore  adopted by its Board of  Directors  and
Shareholders in accordance with law and its bylaws,  that said  resolutions have
not been amended nor rescinded,  are in full force and effect, that the officers
executing and delivering  this  Agreement for and on behalf of Debtor,  are duly
authorized so to act.  Secured Party, in executing this Agreement,  is expressly
relying upon the aforesaid representations and warranties.

                                       6
18. To induce  Secured Party to extend to Debtor the loan  evidenced by
the Note, Debtor  irrevocably  agrees that,  subject to Secured Party's sole and
absolute  election,  ALL  ACTIONS OR  PROCEEDINGS  IN ANY WAY  ARISING OUT OF OR
RELATED TO THE NOTE OR THIS  AGREEMENT  WILL BE LITIGATED IN COURTS HAVING SITUS
IN CHICAGO,  ILLINOIS. DEBTOR HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF
ANY COURT LOCATED WITHIN CHICAGO,  ILLINOIS,  WAIVES PERSONAL SERVICE OF PROCESS
UPON  DEBTOR,  AND  AGREES  THAT  ALL SUCH  SERVICE  OF  PROCESS  MAY BE MADE BY
REGISTERED  MAIL DIRECTED TO DEBTOR AT THE ADDRESS  STATED ON THE SIGNATURE PAGE
HEREOF AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT.

         19.  DEBTOR AND SECURED  PARTY EACH WAIVES ANY RIGHT TO A TRIAL BY JURY
IN ANY ACTION OR  PROCEEDING  TO ENFORCE OR DEFEND ANY RIGHTS  UNDER THE NOTE OR
THIS  AGREEMENT  OR UNDER  ANY  AMENDMENT,  INSTRUMENT,  DOCUMENT  OR  AGREEMENT
DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION WITH THE NOTE OR
THIS  AGREEMENT  AND AGREES  THAT ANY SUCH  ACTION OR  PROCEEDING  WILL BE TRIED
BEFORE A COURT AND NOT BEFORE A JURY.  DEBTOR AGREES THAT DEBTOR WILL NOT ASSERT
ANY  CLAIM  AGAINST  SECURED  PARTY ON ANY  THEORY  OF  LIABILITY  FOR  SPECIAL,
INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.

         20.  Time is of the  essence  in making  payments  of all  amounts  due
Secured Party under this  Agreement  and in the  performance  and  observance by
Debtor of each covenant, agreement, provision and/or term of this Agreement.

         21.  As used  herein,  all  provisions  shall  include  the  masculine,
feminine,  neuter,  singular and plural thereof,  wherever the context and facts
require  such  construction  and in  particular  the word  "Debtor"  shall be so
construed.

                                       7
IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on
the date above set forth.

                                        PROVECTUS PHARMACEUTICALS, INC.

                                        By:/s/H. Craig Dees
                                        ---------------------------
                                        Name:H. Craig Dees
                                        Its: Chief Executive Officer

                                        GRYFFINDOR CAPITAL PARTNERS I, L.L.C.

                                        By:/s/Stuart Fuchs
                                        ---------------------------
                                        Name: Stuart Fuchs
                                        Its: Managing Principal

                                        8
Exhibit 4.8

                      PATENT AND LICENSE SECURITY AGREEMENT
                      -------------------------------------

     PATENT  AND  LICENSE  SECURITY  AGREEMENT  (the  "Agreement"),  dated as of
November 26, 2002, between PROVECTUS PHARMACEUTICALS,  INC. (the "Grantor"), and
GRYFFINDOR CAPITAL PARTNERS I, L.L.C. ("Lender").

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS,  Lender has made a loan to Grantor (the  "Borrower")  evidenced by
Borrower's  Senior Secured  Convertible Note, dated as of even date herewith (as
amended,  modified or supplemented  from time to time, the "Note"),  in favor of
Lender;

     WHEREAS,  in  connection  with the financing and as security for all of the
obligations  and liabilities of Borrower (the  "Obligations")  under the Note or
any  other  document  executed  in  connection  therewith   (collectively,   the
"Transaction  Documents"),  Lender is requiring that Grantor shall have executed
and  delivered  this  Patent and  License  Security  Agreement  and  granted the
security interest contemplated hereby;

     NOW,  THEREFORE,  for and in  consideration  of the foregoing and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Grantor agrees as follows:

     1. Defined Terms.

     (a) Unless  otherwise  defined herein,  the  capitalized  terms used herein
which are defined in the Note shall have the meanings specified in the Note.

     (b) The words "hereof",  "herein", and "hereunder" and words of like import
when used in this Agreement  shall refer to this Agreement as a whole and not to
any particular provision of this Agreement,  and section and schedule references
are to this Agreement unless otherwise specified.

     (c) All  terms  defined  in  this  Agreement  in the  singular  shall  have
comparable  meanings  when used in the plural,  and vice versa unless  otherwise
specified.

     2. Security Interest in Patents. To secure the complete and timely payment,
performance and satisfaction of all of the Obligations, Grantor hereby grants to
Lender  a  security  interest  in,  having  priority  over  all  other  security
interests,  with power of sale to the extent permitted by applicable law, all of
Grantor's now owned or existing and filed and hereafter  acquired or arising and
filed:

     (a) patents and patent  applications,  and the inventions and  improvements
described and claimed therein, including,  without limitation, those patents and
patent applications listed on Schedule A attached hereto and made a part hereof,
and  (i)  the  reissues,  divisions,  continuations,  renewals,  extensions  and
continuations-in-part  thereof, (ii) all accounts receivable, income, royalties,
damages and payments now and hereafter due and/or payable under and with respect
thereto, including, without limitation, payments under all licenses entered into
in   connection   therewith   and  damages  and  payments  for  past  or  future
infringements  thereof,  (iii)  the right to sue for past,  present  and  future
infringements  thereof, and (iv) all rights corresponding thereto throughout the
world (all of the foregoing  patents and  applications,  together with the items
described  in  the  foregoing  clauses  (i)-(iv),  being  sometimes  hereinafter
individually and/or collectively referred to as the "Patents"); and

     (b) license  agreements with any other party now or hereafter  entered into
in  connection  with  any  Patents  or such  other  party's  patents  or  patent
applications,  whether  Grantor is a licensor or licensee under any such license
agreement,  including,  but not  limited to, the  license  agreements  listed on
Schedule  B  attached  hereto  and made a part  hereof,  and the right  upon the
occurrence  and  during  the  continuance  of an  Event  of  Default  to use the
foregoing in connection  with the  enforcement of the rights of Lender under the
Note or any other Transaction  Document executed in connection therewith (all of
the foregoing being  hereinafter  referred to  collectively as the  "Licenses").
Notwithstanding  the foregoing  provisions of this Section 2, the Licenses shall
not include any license  agreement  under which Grantor is licensee which by its
terms  prohibits  the  grant  of the  security  interest  contemplated  by  this
Agreement.

     3.  Restrictions on Future  Agreements.  Grantor will not, without Lender's
prior written consent, enter into any agreement,  including, without limitation,
any license  agreement,  which is inconsistent with this Agreement,  and Grantor
further agrees that it will not take any action, and will use reasonable efforts
not to permit any action to be taken by others subject to its control, including
licensees,  or fail to take any  action,  which  would in any  material  respect
affect the validity or  enforcement  of the rights  transferred  to Lender under
this  Agreement or the rights  associated  with those Patents and Licenses which
are necessary or desirable in the operation of Grantor's business.

     4. New Patents and  Licenses.  Grantor  represents  and  warrants  that the
Patents and Licenses listed on Schedule A and Schedule B, respectively,  include
all of the patents,  patent  applications  and license  agreements in connection
with patents or patent  applications now owned or held by Grantor.  If, prior to
the termination of this Agreement,  Grantor shall (i) create or obtain rights to
any new patentable  inventions or license  agreements in connection with patents
or patent  applications,  or (ii) become  entitled to the benefit of any patent,
patent application or patent for any reissue, division,  continuation,  renewal,
extension  or  continuation-in-part  of any  Patent  or any  improvement  on any
Patent, the provisions of Section 2 above shall  automatically apply thereto and
Grantor shall give to Lender  prompt  written  notice  thereof.  Grantor  hereby
authorizes Lender to modify this Agreement by (a) amending  Schedules A or B, as
the case may be, to include any future patents,  patent applications and license
agreements in connection with patents and patent  applications  that are Patents
or Licenses  under Section 2 above,  or under this Section 4 (whether or not any
such notice from Grantor has been sent or received), and (b) filing, in addition
to and not in substitution for, this Agreement, a supplement or addendum to this
Agreement  containing  on  Schedules  A or B thereto,  as the case may be,  such
patents,  patent  applications  and  license  agreements  which are  Patents  or
Licenses, as the case may be, under Section 2 above or this Section 4.

     5.  Royalties.  Grantor hereby agrees that the use by Lender of the Patents
and Licenses as authorized hereunder shall be co-extensive with Grantor's rights

                                       2
thereunder  and with respect  thereto and without any liability for royalties or
other related charges from Lender to Grantor or anyone.

     6. Nature and Continuation of Security Interest. This Agreement is made for
collateral  security  purposes only.  This  Agreement  shall create a continuing
security interest in the Patents and the Licenses and shall remain in full force
and effect until the Obligations have been paid in full and the Note terminated.

     7. Right to Inspect;  Further  Assignments and Security  Interests.  Lender
shall have the right,  during normal  business hours and upon  reasonable  prior
notice (or at any time without notice if an Event of Default  exists) to inspect
Grantor's  premises  and to examine  Grantor's  books,  records  and  operations
relating to the Patents;  provided,  that in  conducting  such  inspections  and
examinations,  Lender shall use reasonable efforts not to disturb  unnecessarily
the conduct of  Grantor's  ordinary  business  operations.  Except as  otherwise
provided  hereunder,  Grantor  agrees  not to  sell  or  assign  its  respective
interests in, or grant any license under,  the Patents without the prior written
consent of Lender.

     8. Duties of Grantor.  Grantor shall have the duty to the extent  desirable
in the normal  conduct of Grantor's  business,  (i) to prosecute  diligently any
patent  application that is part of the Patents pending as of the date hereof or
thereafter until the termination of this Agreement;  (ii) to make application on
such  unpatented but  patentable  inventions as Grantor deems  appropriate;  and
(iii)  to  preserve  and  maintain  all  of  Grantor's   rights  in  the  patent
applications and patents that are part of the Patents and Licenses. Any expenses
incurred in  connection  with the foregoing  shall be borne by Grantor.  Grantor
shall not abandon any right to file a patent  application  or any pending patent
application or patent which is or shall be necessary or  economically  desirable
in the  operation  of  Grantor's  business.  Lender shall not have any duty with
respect to the Patents and  Licenses.  Without  limiting the  generality  of the
foregoing,  Lender shall not be under any obligation to take any steps necessary
to preserve rights in the Patents or Licenses against any other parties, but may
do so at its  option  during the  continuance  of an Event of  Default,  and all
expenses  incurred  in  connection  therewith  shall be or the sole  account  of
Grantor and added to the Obligations secured thereby.

     9.  Lender's  Right to Sue.  From and after the  occurrence  and during the
continuance of an Event of Default,  Lender shall have the right,  but shall not
be obligated,  to bring suit or take any other action to enforce the Patents and
the  Licenses,  and,  if Lender  shall  commence  any such suit or take any such
action,  Grantor shall, at the request of Lender, do any and all lawful acts and
execute  any  and  all  proper  documents  required  by  Lender  in aid of  such
enforcement. Grantor shall, upon demand, promptly reimburse and indemnify Lender
for all costs and  expenses  incurred  by Lender in the  exercise  of its rights
under this Section 9 (including,  without limitation,  all reasonable attorneys'
fees and expenses). If, for any reason whatsoever, Lender is not reimbursed with
respect to the costs and expenses  referred to in the preceding  sentence,  such
costs and expenses shall be added to the Obligations secured hereby.

     10.  Waivers.  No course of dealing  between  Grantor  and  Lender,  and no
failure  to  exercise  or delay in  exercising  on the part of Lender any right,
power or privilege hereunder or under the Note or any other Transaction Document
executed in  connection  therewith  shall operate as a waiver of any of Lender's

                                       3
rights, powers or privileges.  No single or partial exercise of any right, power
or  privilege  hereunder  or under  the Note or any other  Transaction  Document
executed in connection  therewith  shall preclude any other or further  exercise
thereof or the exercise of any other right, power or privilege.

     11. Exercise of Rights and Remedies Upon Default.  Notwithstanding anything
set forth herein to the contrary,  it is hereby  expressly  agreed that upon the
occurrence  and  during  the  continuance  of an Event of  Default,  Lender  may
exercise any of the rights and remedies provided in this Agreement,  the Note or
any  other  Transaction  Document  executed  in  connection  therewith.  Without
limiting the generality of the foregoing,  Grantor  acknowledges and agrees that
(i) the Patents and  Licenses  comprise a portion of the  Collateral  and Lender
shall  have  the  right to  exercise  its  rights  under  the Note or any  other
Transaction  Document  executed  in  connection  therewith  with  respect to the
Patents and  Licenses  to the same extent as with  respect to all other items of
Collateral described therein, and (ii) from and after the occurrence of an Event
of Default, Lender or its nominee may use the Patents and Licenses in connection
with the conduct of Grantor's business.

     12.  Severability.  The provisions of this Agreement are severable,  and if
any clause  provisions  shall be held invalid and  unenforceable  in whole or in
part in any jurisdiction,  then such invalidity or unenforceability shall affect
only such clause or provision, or part thereof, in such jurisdiction,  and shall
not in any manner affect such clause or provision in any other jurisdiction,  or
any other clause or provision of this Agreement in any jurisdiction.

     13. Modification.  This Agreement cannot be altered, amended or modified in
any way, expect as specifically provided in Section 2 and Section 4 hereof or by
a writing signed by the parties hereto.

     14.  Cumulative  Remedies;  Power of Attorney.  All of Lender's  rights and
remedies  with  respect to the Patents  and the  Licenses,  whether  established
hereby,  by any  other  agreements  or by law,  shall be  cumulative  and may be
exercised singularly or concurrently. Grantor hereby irrevocably appoints Lender
as  Grantor's  attorney-in-fact,  with full  authority in the place and stead of
Grantor and in the name of Grantor or otherwise to carry out the acts  described
below.  Subject  to the  terms of the Note and any  other  Transaction  Document
executed in connection  therewith,  Grantor hereby  authorizes Lender to, in its
sole  discretion,  upon the  continuance  of an Event of  Default,  (i)  endorse
Grantor's name on all applications,  documents, papers and instruments necessary
or desirable  for Lender in the use or transfer of the Patents and the Licenses,
(ii) take any other  actions  with  respect to the Patents  and the  Licenses as
Lender  deems is in its best  interest,  (iii) grant or issue any  exclusive  or
non-exclusive  license  with  respect to the Patents to anyone and (iv)  assign,
pledge,  convey or otherwise transfer title in or dispose of the Patents and the
Licenses to anyone. Grantor hereby ratifies all that such attorney-in-fact shall
lawfully  do or cause to be done by virtue  hereof.  This power of  attorney  is
coupled with an interest and shall be  irrevocable  until this  Agreement  shall
have been terminated pursuant to Section 6. Grantor acknowledges and agrees that
this  Agreement  is not  intended to limit or restrict in any way the rights and
remedies of Lender under the Note or any other Transaction  Document executed in
connection therewith,  but rather is intended to facilitate the exercise of such
rights and  remedies.  Lender  shall have,  in addition to all other  rights and

                                       4
remedies  given it by the  terms of this  Agreement,  all  rights  and  remedies
allowed by law and the rights and remedies of a secured  party under the Uniform
Commercial  Code as  enacted in any  jurisdiction  in which the  Patents  may be
located or deemed located.

     15. Binding Effect;  Benefits. This Agreement shall be binding upon Grantor
and its successors and assigns, and shall inure to the benefit of Lender and its
nominees,  successors  and  assigns.  Grantor's  successors  and  assigns  shall
include, without limitation,  a receiver,  trustee or debtor-in-possession of or
for Grantor;  provided,  however,  that Grantor shall not voluntarily assign its
obligations hereunder without the prior written consent of Lender.

     16.  Governing Law. This  Agreement  shall be governed by, and be construed
and  interpreted in accordance  with, the laws of the State of Illinois,  except
for its choice of law provisions.

     17. Notices. All notices or other  communications  hereunder shall be given
in the manner and to the addresses set forth in the Note.

     18. Section  Headings.  The section  headings herein are for convenience of
reference only, and shall not affect in any way the interpretation of any of the
provisions hereof.

     19. Execution in Counterparts. This Agreement may be executed in any number
of counterparts and by different parties hereto in separate  counterparts,  each
of which when so  executed  shall be deemed to be an  original  and all of which
taken together shall constitute one and the same agreement.

                                       5
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on
the day and year first above written.

                                     PROVECTUS PHARMACEUTICALS, INC.

                                    By:
                                     Name: ____________________________________
                                     Title: ___________________________________

     Accepted  and  agreed  to in  Chicago,  Illinois  as of  this  26th  day of
November, 2002

                                     GRYFFINDOR CAPITAL PARTNERS I, L.L.C.

                                     By:
                                     Name: ____________________________________
                                     Title: ___________________________________

                                       6
STATE OF ________          )
                           ) SS.
COUNTY OF                  )

     I,_____________,  a notary  public  in and for said  County,  in the  State
aforesaid,  DO  HEREBY  CERTIFY  that  ,  personally  known  to me to be  the of
Provectus Pharmaceuticals, Inc. and personally known to me to be the same person
whose name is subscribed to the foregoing  instrument,  appeared  before me this
day in person  and  acknowledged  that as such,  he signed  and  delivered  said
instrument  pursuant to the proper  authority  given,  as his free and voluntary
act, and as the free and voluntary act and deed of said entity, for the uses and
purposes therein set forth.

     GIVEN under my hand and notarial seal this _______ day of _________, 2002.

                                                    ----------------------------
                                                    Notary Public
                                                    [Seal]

My Commission expires:

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

                                       7
Exhibit 4.9

                         TRADEMARK COLLATERAL ASSIGNMENT
                             AND SECURITY AGREEMENT

         TRADEMARK   COLLATERAL   ASSIGNMENT   AND   SECURITY   AGREEMENT   (the
"Agreement"),  dated as of November 26, 2002, between PROVECTUS PHARMACEUTICALS,
INC. (the "Grantor"), and GRYFFINDOR CAPITAL PARTNERS I, L.L.C. ("Lender").

                              W I T N E S S E T H:
                              - - - - - - - - - -
         WHEREAS,  Lender has made a loan to Grantor (the "Borrower")  evidenced
by Borrower's  Senior Secured  Convertible  Note, dated as of even date herewith
(as amended,  modified or supplemented from time to time, the "Note"),  in favor
of Lender;

         WHEREAS,  in  connection  with the financing and as security for all of
the obligations and liabilities of Borrower (the  "Obligations")  under the Note
or any other  document  executed  in  connection  therewith  (collectively,  the
"Transaction  Documents"),  Lender is requiring that Grantor shall have executed
and delivered this Trademark  Collateral  Assignment and Security  Agreement and
granted the security interest contemplated hereby;

         NOW, THEREFORE, for and in consideration of the foregoing and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Grantor agrees as follows:

         1. Defined Terms.

         (a) Unless otherwise defined herein,  the capitalized terms used herein
which are defined in the Note shall have the meanings specified in the Note.

         (b) The words  "hereof,"  "herein"  and  "hereunder"  and words of like
import when used in this Agreement  shall refer to this Agreement as a whole and
not to any  particular  provision  of this  Agreement,  and section and schedule
references are to this Agreement unless otherwise specified.

         (c) All terms  defined in this  Agreement  in the  singular  shall have
comparable  meanings when used in the plural,  and vice versa,  unless otherwise
specified.

         2. Security  Interest in Trademarks.  To secure the complete and timely
payment, performance and satisfaction of all of the Obligations,  Grantor hereby
grants to  Lender,  a  security  interest  in,  having  priority  over all other
security  interests,  with power of sale to the extent  permitted by  applicable
law, all of Grantor's now owned or existing and filed and hereafter  acquired or
arising and filed:

         (a) trademarks, registered trademarks and trademark applications, trade
names,  trade styles,  service marks,  registered service marks and service mark
applications including, without limitation, the registered trademarks, trademark
applications,  registered service marks and service mark applications  listed on
Schedule A attached hereto and made a part hereof, and (i) all renewals thereof,
(ii) all accounts receivable,  income,  royalties,  damages and payments now and
hereafter  due  and/or  payable  with  respect   thereto,   including,   without
limitation, payments under all licenses entered into in connection therewith and
damages and payments  for past or future  infringements  or  dilutions  thereof,
(iii) the right to sue for past, present and future  infringements and dilutions
thereof, and (iv) all of Grantor's rights  corresponding  thereto throughout the
world (all of the foregoing registered trademarks, trademark applications, trade
names,  trade styles,  registered  service marks and service mark  applications,
together with the items  described in clauses  (i)-(iv) in this paragraph  2(a),
being sometimes hereinafter  individually and/or collectively referred to as the
"Trademarks");

         (b) the goodwill of Grantor's business connected with and symbolized by
the Trademarks; and

         (c) license  agreements  with any other party now or hereafter  entered
into in  connection  with  any  Trademarks  or such  other  party's  trademarks,
registered  trademarks and trademark  applications,  trade names,  trade styles,
service marks,  registered service marks and service mark applications,  whether
Grantor is a licensor or licensee under any such license  agreement,  including,
but not limited to, the license  agreements listed on Schedule B attached hereto
and made a part  hereof,  and the  right  upon the  occurrence  and  during  the
continuance  of an Event of Default to use the foregoing in connection  with the
enforcement of the rights of the Bank under the Note, the Transaction  Documents
or any other agreements  executed in connection  therewith (all of the foregoing
being hereinafter  referred to collectively as the "Licenses").  Notwithstanding
the foregoing  provisions of this Section 2, the Licenses  shall not include any
license  agreement  which by its  terms  prohibits  the  grant  of the  security
interest contemplated by this Agreement.

         3.  Restrictions  on  Future  Agreements.  Grantor  will  not,  without
Lender's  prior  written  consent,  which  consent  shall  not  be  unreasonably
withheld, enter into any agreement,  including,  without limitation, any license
agreement, which is inconsistent with this Agreement, and Grantor further agrees
that it will not take any action,  and will use reasonable efforts not to permit
any action to be taken by others subject to its control, including licensees (to
the extent  such  licensees  are  subject to its  control),  or fail to take any
action,  which would in any material  respect affect the validity or enforcement
of the  rights  transferred  to  Lender  under  this  Agreement  or  the  rights
associated  with those  Trademarks and Licenses which are necessary or desirable
in the operation of Grantor's business.

         4. New  Trademarks and Licenses.  Grantor  represents and warrants that
the Trademarks and Licenses  listed on Schedule A and Schedule B,  respectively,
include all of the trademarks, trademark registrations,  trademark applications,
trade names, trade styles,  service marks,  service mark registrations,  service
mark  applications  and  license   agreements  in  connection  with  trademarks,
registered  trademarks,  trademark  applications,  trade  names,  trade  styles,
service marks,  registered service marks and service mark applications now owned
or held by Grantor.  Grantor further  warrants and represents  that: (a) Grantor
has the right,  power and capacity and is duly authorized and empowered to enter
into, execute, deliver and perform this Agreement;  (b) the execution,  delivery

                                       2
and/or performance by Grantor of this Agreement shall not, by the lapse of time,
the giving of notice or otherwise,  constitute a violation of any applicable law
or a breach of any provision  contained in Grantor's  Articles of Incorporation,
by-laws or similar  document,  or  contained  in any  agreement,  instrument  or
document to which  Borrower is now or hereafter a party or by which it is or may
be bound;  and (c)  Grantor  has and at all times  hereafter  shall  have  good,
indefeasible  and  merchantable  title to and  ownership of the  Trademarks  and
Licenses,   free  and  clear  of  all  liens,  claims,  security  interests  and
encumbrances  except  those of  Lender;  If,  prior to the  termination  of this
Agreement,  Grantor  shall (i)  create or obtain  rights to any new  trademarks,
trademark  registrations,  trademark  applications,  trade names,  trade styles,
service marks, service mark registrations,  service mark applications or license
agreements in  connection  with  trademarks,  registered  trademarks,  trademark
applications, trade names, trade styles, service marks, registered service marks
or service  mark  applications  or (ii)  become  entitled  to the benefit of any
trademark,  trademark  registration,  trademark  application,  trade name, trade
styles, service mark, service mark registration or service mark application, the
provisions  of Section 2 above  shall  automatically  apply  thereto and Grantor
shall give to Lender prompt written notice  thereof.  Grantor hereby  authorizes
Lender to modify this  Agreement by (a)  amending  Schedules A or B, as the case
may be, to include any future  trademarks,  trademark  registrations,  trademark
applications,   trade  names,   trade  styles,   service  marks,   service  mark
registrations,  service mark applications,  and license agreements in connection
with trademarks,  registered trademarks,  trademark applications,  trade styles,
service marks,  service mark registrations,  service mark applications and trade
names that are  Trademarks  or  Licenses  under  Section 2 above,  or under this
Section  4  (whether  or not any such  notice  from  Grantor  has  been  sent or
received),  and (b) filing,  in addition to and not in  substitution  for,  this
Agreement,  a supplement or addendum to this Agreement containing on Schedules A
or B thereto, as the case may be, such trademarks, trademark applications, trade
names,  trade  styles,  service  marks,  service mark  applications  and license
agreements in  connection  with  trademarks,  registered  trademarks,  trademark
applications,  trade styles,  service marks,  registered service marks,  service
mark applications and trade names which are Trademarks or Licenses under Section
2 above  or this  Section  4 and to  take  any  action  Lender  otherwise  deems
appropriate to perfect or maintain the rights and interests of Lender under this
Agreement with respect to such Trademarks and Licenses.

         5.  Royalties.  Grantor  hereby  agrees  that the use by  Lender of the
Trademarks  and Licenses as  authorized  hereunder  shall be  co-extensive  with
Grantor's  rights  thereunder and with respect thereto and without any liability
for royalties or other related charges from Lender to Grantor or anyone.

         6. Nature and Continuation of Security Interest. This Agreement is made
for collateral  security purposes only. This Agreement shall create a continuing
security  interest in the Trademarks and Licenses and shall remain in full force
and effect until the Obligations have been paid in full and the Note terminated.
To the extent that the collateral assignment of the security interest in any one
or more of the  trademark  or  service  mark  intent to use  applications  would
invalidate a specific  trademark or service mark  application  or  registration,
then  the  collateral  assignment  of the  security  interest  of such  specific
application  shall be deemed  without  force or  effect as if it had never  been
made.

         7. Right to Inspect; Further Assignments and Security Interests. Lender
shall have the right,  during normal  business hours and upon  reasonable  prior

                                       3
notice (or at any time without notice if an Event of Default exists), to inspect
Grantor's  premises and to examine  Grantor's  books,  records,  and  operations
relating to the Trademarks,  including,  without  limitation,  Grantor's quality
control   processes;   provided,   that  in  conducting  such   inspections  and
examinations,  Lender shall use reasonable efforts not to disturb  unnecessarily
the  conduct  of  Grantor's  ordinary  business  operations.  From and after the
occurrence  of an Event of Default,  and  subject to the terms of the Note,  the
Transaction Documents and any other agreements executed in connection therewith,
Grantor agrees that Lender, or a conservator appointed by Lender, shall have the
right to take any action to renew or to apply for registration of any Trademarks
as Lender or said  conservator,  in its sole  judgment,  may deem  necessary  or
desirable in  connection  with the  enforcement  of Lender's  rights  hereunder.
Grantor agrees (i) not to sell or assign its  respective  interests in, or grant
any license  under,  the  Trademarks  without the prior written  consent,  which
consent shall not be unreasonably  withheld,  of Lender and (ii) to maintain the
quality of any and all  products in  connection  with which the  Trademarks  are
used, consistent with the quality of said products as of the date hereof.

         8.  Duties of  Grantor.  Grantor  shall  have the duty,  to the  extent
necessary  or  desirable in the normal  conduct of  Grantor's  business,  (i) to
prosecute diligently any trademark  application or service mark application that
is part of the Trademarks  pending as of the date hereof or thereafter until the
termination  of this  Agreement,  (ii) to make  application  for  trademarks and
service marks as Grantor deems  appropriate,  and (iii) to preserve and maintain
all of Grantor's rights in the trademark applications, service mark applications
and trademark and service mark registrations that are part of the Trademarks and
Licenses.  Any expenses incurred in connection with the foregoing shall be borne
by Grantor. Grantor shall not abandon any trademark or service mark which is the
subject of a  registered  trademark,  service mark or  application  therefor and
which is or shall be necessary or economically desirable in the operation of the
Grantor's business.  Grantor agrees to retain an experienced  trademark attorney
reasonably  acceptable  to Lender  for the filing  and  prosecution  of all such
applications and other proceedings.  Lender shall not have any duty with respect
to  the  Trademarks  and  Licenses.  Without  limiting  the  generality  of  the
foregoing,  Lender shall not be under any obligation to take any steps necessary
to preserve rights in the Trademarks and Licenses against any other parties, but
may do so at its option during the  continuance of an Event of Default,  and all
expenses  incurred  in  connection  therewith  shall be for the sole  account of
Grantor and added to the Obligations secured hereby.

         9. Lender's  Right to Sue. From and after the occurrence and during the
continuance of an Event of Default,  Lender shall have the right,  but shall not
be obligated,  to bring suit or take any other action to enforce the  Trademarks
and the Licenses  and, if Lender  shall  commence any such suit or take any such
action,  Grantor shall, at the request of Lender, do any and all lawful acts and

                                       4
execute  any  and  all  proper  documents  required  by  Lender  in aid of  such
enforcement. Grantor shall, upon demand, promptly reimburse and indemnify Lender
for all reasonable costs and expenses  incurred by Lender in the exercise of its
rights under this  Section 9  (including,  without  limitation,  all  reasonable
attorneys' and paralegals' fees). If, for any reason  whatsoever,  Lender is not
reimbursed  with respect to the costs and expenses  referred to in the preceding
sentence,  such costs and  expenses  shall be added to the  Obligations  secured
hereby.

         10. Waivers.  No course of dealing  between Grantor and Lender,  and no
failure  to  exercise  or delay in  exercising  on the part of Lender any right,
power or privilege hereunder or under the Note, the other Transaction  Documents
or any other  agreement  executed in  connection  therewith  shall  operate as a
waiver of any of Lender's  rights,  powers or  privileges.  No single or partial
exercise of any right power or privilege  hereunder or under the Note, the other
Transaction  Documents or any other agreement  executed in connection  therewith
shall  preclude  any other or further  exercise  thereof or the  exercise of any
other right, power or privilege.

         11.  Exercise  of Rights and  Remedies  Upon  Default.  Notwithstanding
anything set forth herein to the contrary,  it is hereby  expressly  agreed that
upon the occurrence and during the  continuance of an Event of Default and after
the  expiration of any applicable  cure periods,  Lender may exercise any of the
rights and remedies provided in this Agreement,  the Note, the other Transaction
Documents,  or any other  agreement  executed in connection  therewith.  Without
limiting the generality of the foregoing,  Grantor  acknowledges and agrees that
(i) the Trademarks and Licenses  comprise a portion of the Collateral and Lender
shall  have the  right to  exercise  its  rights  under  the Note and the  other
Transaction  Documents  with respect to the  Trademarks and Licenses to the same
extent as with respect to all other items of Collateral  described therein,  and
(ii) from and after the  occurrence  and during the  continuance  of an Event of
Default,  Lender or its nominee may use the  Trademarks and Licenses to complete
the manufacture of, assemble, package, distribute, prepare for sale and sell any
and all  inventory,  or otherwise use or transfer such  Collateral in connection
with the conduct of Grantor's business.

         12. Severability.  The provisions of this Agreement are severable,  and
if any clause or provision shall be held invalid and  unenforceable  in whole or
in part in any  jurisdiction,  then such  invalidity or  unenforceability  shall
affect only such clause or provision, or part thereof, in such jurisdiction, and
shall  not  in  any  manner  affect  such  clause  or  provision  in  any  other
jurisdiction,  or any  other  clause  or  provision  of  this  Agreement  in any
jurisdiction.

         13. Modification. This Agreement cannot be altered, amended or modified
in any way, except as specifically provided in Section 2 and Section 4 hereof or
by a writing signed by the parties hereto.

         14. Cumulative Remedies;  Power of Attorney. All of Lender's rights and
remedies with respect to the  Trademarks and the Licenses,  whether  established
hereby,  by any  other  agreements  or by law,  shall be  cumulative  and may be
exercised singularly or concurrently. Grantor hereby irrevocably appoints Lender
as  Grantor's  attorney-in-fact,  with full  authority in the place and stead of
Grantor and in the name of Grantor or otherwise to carry out the acts  described
below.  Subject  to the terms of the Note and the other  Transaction  Documents,
Grantor hereby authorizes Lender to, in its sole discretion, upon the occurrence
and during the continuance of an Event of Default, (i) endorse Grantor's name on
all applications,  documents,  papers and instruments necessary or desirable for
Lender in the use or transfer of the Trademarks and the Licenses,  (ii) take any
other actions with respect to the Trademarks and the Licenses as Lender deems is
in its best  interest,  (iii)  grant or issue  any  exclusive  or  non-exclusive
license  under the  Trademarks  to anyone,  and (iv) assign,  pledge,  convey or
otherwise  transfer  title in or dispose of the  Trademarks  to anyone.  Grantor
hereby ratifies all that such attorney-in-fact  shall lawfully do or cause to be

                                       5
done by virtue  hereof.  This power of attorney is coupled  with an interest and
shall be irrevocable until this Agreement shall have been terminated pursuant to
Section 6. Grantor  acknowledges  and agrees that this Agreement is not intended
to limit or  restrict  in any way the rights and  remedies  of Lender  under the
Note,  any other  Transaction  Documents  or any  other  agreement  executed  in
connection therewith,  but rather is intended to facilitate the exercise of such
rights and  remedies.  Lender  shall have,  in addition to all other  rights and
remedies  given it by the  terms of this  Agreement,  all  rights  and  remedies
allowed by law and the rights and remedies of a secured  party under the Uniform
Commercial  Code as enacted in any  jurisdiction  in which the Trademarks may be
located or deemed located.

         15. Binding  Effect;  Benefits.  This  Agreement  shall be binding upon
Grantor and its successors and assigns, and shall inure to the benefit of Lender
and Lender's nominees,  successors and assigns. Grantor's successors and assigns
shall include, without limitation,  a receiver,  trustee or debtor-in-possession
of or for Grantor;  provided,  however that Grantor shall not voluntarily assign
its obligations hereunder without the prior written consent of Lender.

         16.  Governing Law. This Agreement shall be governed by,  construed and
interpreted in accordance  with,  the laws of the State of Illinois,  except for
its choice of law provisions.

         17.  Notices.  All notices or other  communications  hereunder shall be
given in the manner and to the addresses set forth in the Security Agreement.

         18. Section  Headings.  The section headings herein are for convenience
of reference only, and shall not affect in any way the  interpretation of any of
the provisions hereof.

         19.  Execution in  Counterparts.  This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which  when so  executed  shall be deemed to be an  original  and all of
which taken together shall constitute one and the same agreement.

                         [Signature Page(s) to Follow]

                                       6
IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement on the day and year first above written.

                                    PROVECTUS PHARMACEUTICALS, INC.

                                    By:
                                    Name: _____________________________
                                    Title: ____________________________

         Accepted  and  agreed to in  Chicago,  Illinois  as of this 26th day of
November, 2002

                                     GRYFFINDOR CAPITAL PARTNERS I, L.L.C.

                                     By:________________________________
                                     Name: _____________________________
                                     Title: ____________________________

                                       7
STATE OF                            )
                                    )        SS.
COUNTY OF                           )

         I,________________,  a notary  public  in and for said  County,  in the
State   aforesaid,   DO  HEREBY  CERTIFY  that   ______________________________,
personally known to me to be the __________________________________of  Provectus
Pharmaceuticals,  Inc., and  personally  known to me to be the same person whose
name is subscribed to the foregoing  instrument,  appeared before me this day in
person and  acknowledged  that as such, he signed and delivered said  instrument
pursuant to the proper  authority  given,  as his free and voluntary act, and as
the free and  voluntary  act and deed of said entity,  for the uses and purposes
therein set forth.

         GIVEN   under  my  hand  and   notarial   seal  this   _______  day  of
__________________, 2002.

                                               ---------------------------------
                                               Notary Public
                                               [Seal]

My Commission expires:

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

                                       8
Exhibit 4.10

                          COPYRIGHT SECURITY AGREEMENT
                          ----------------------------

         COPYRIGHT SECURITY  AGREEMENT (the  "Agreement"),  dated as of November
26,  2002,  between  PROVECTUS   PHARMACEUTICALS,   INC.  (the  "Grantor"),  and
GRYFFINDOR CAPITAL PARTNERS I, L.L.C. ("Lender").

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS,  Lender has made a loan to Grantor (the "Borrower")  evidenced
by Borrower's  Senior Secured  Convertible  Note, dated as of even date herewith
(as amended,  modified or supplemented from time to time, the "Note"),  in favor
of Lender;

         WHEREAS,  in  connection  with the financing and as security for all of
the obligations and liabilities of Borrower (the  "Obligations")  under the Note
or any other  document  executed  in  connection  therewith  (collectively,  the
"Transaction  Documents"),  Lender is requiring that Grantor shall have executed
and  delivered  this  Copyright  Security  Agreement  and granted  the  security
interest contemplated hereby;

         NOW, THEREFORE, for and in consideration of the foregoing and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Grantor agrees as follows:

         1. Defined Terms. All capitalized  terms used but not otherwise defined
herein have the meanings given to them in the Note.

         2. Grant of Security Interest in Copyright  Collateral.  Grantor hereby
grants  to  Lender a  continuing  first  priority  security  interest  in all of
Grantor's  right,  title and  interest in, to and under the  following,  whether
presently  existing  or  hereafter  created  or  acquired   (collectively,   the
"Copyright Collateral"):

             (a) all of its  copyrights to which it is a party  including  those
referred to on Schedule I hereto;

             (b) all reissues, continuations or extensions of the foregoing; and

             (c) all products and proceeds of the foregoing,  including, without
limitation,  any claim by Grantor  against  third  parties for past,  present or
future infringement or dilution of any copyright or any copyright licensed under
any copyright license.

         3. Security Agreement.  The security interests granted pursuant to this
Copyright  Security  Agreement  are  granted in  conjunction  with the  security
interests granted to Lender pursuant to the Security  Documents.  Grantor hereby
acknowledges  and affirms that the rights and remedies of Lender with respect to
the security  interest in the Copyright  Collateral  made and granted hereby are
more fully set forth in the  Security  Documents,  the terms and  provisions  of
which are incorporated by reference herein as if fully set forth herein.
IN  WITNESS  WHEREOF,   Grantor  has  caused  this  Copyright  Security
Agreement to be executed and delivered by its duly authorized  officer as of the
date first set forth above.

                                          PROVECTUS PHARMACEUTICALS, INC.

                                          By:______________________________
                                          Name: ___________________________
                                          Title:___________________________

         Accepted  and  agreed to in  Chicago,  Illinois  as of this 26th day of
November, 2002

                                          GRYFFINDOR CAPITAL PARTNERS I, L.L.C.

                                          By:______________________________
                                          Name: ___________________________
                                          Title:___________________________

                                       2
STATE OF ________          )
                           ) SS.
COUNTY OF                  )

         I,___________  , a notary  public in and for said County,  in the State
aforesaid,  DO  HEREBY  CERTIFY  that  ,  personally  known  to me to be  the of
Provectus Pharmaceuticals, Inc. and personally known to me to be the same person
whose name is subscribed to the foregoing  instrument,  appeared  before me this
day in person  and  acknowledged  that as such,  he signed  and  delivered  said
instrument  pursuant to the proper  authority  given,  as his free and voluntary
act, and as the free and voluntary act and deed of said entity, for the uses and
purposes therein set forth.

         GIVEN under my hand and notarial  seal this  _______ day of  _________,
2002.

                                                    ----------------------------
                                                    Notary Public
                                                    [Seal]

My Commission expires:

                                        3
Exhibit 4.11

================================================================================

                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of November 26, 2002

                                 by and between

                         PROVECTUS PHARMACEUTICALS, INC.

                                       and

                      GRYFFINDOR CAPITAL PARTNERS I, L.L.C.

================================================================================
TABLE OF CONTENTS

1.   Definitions...............................................................1

2.   Demand Registration.......................................................3

         (a) Request for Registration..........................................3
         (b) Effective Registration and Expenses...............................4
         (c) Underwritten Offering.............................................4
         (d) Exceptions........................................................4

3.   Piggyback Registration....................................................5

         (a) Right to Piggyback................................................5
         (b) Piggyback Expenses................................................5
         (c) Priority on Piggyback Registrations...............................5
         (d) Selection of Underwriters.........................................6

4.   Registration Procedures...................................................6

5.   Indemnification;Contribution.............................................10

         (a) Indemnification by the Company...................................10
         (b) Indemnification by Holders.......................................11
         (c) Conduct of Indemnification Proceedings...........................11
         (d) Contribution.....................................................12

6.   Rule 144 Reporting.......................................................13

7.   Restrictions on Transfer of Shares.......................................13

8.Miscellaneous...............................................................15

         (a) Amendments and Waivers...........................................15
         (b) Notices..........................................................15
         (c) Successors and Assigns...........................................15
         (d) Counterparts.....................................................15
         (e) Headings.........................................................16
         (f) Governing Law....................................................16
         (g) Specific Performance.............................................16
         (h) Severability.....................................................16
         (i) Entire Agreement.................................................16
REGISTRATION RIGHTS AGREEMENT

         THIS  REGISTRATION  RIGHTS  AGREEMENT  (this  "Agreement")  is made and
entered into as of November 26, 2002, by and between PROVECTUS  PHARMACEUTICALS,
INC., a Nevada  corporation (the "Company"),  and GRYFFINDOR CAPITAL PARTNERS I,
L.L.C., a Delaware limited liability company (including its successors,  assigns
and transferees, the "Holder(s)").

         WHEREAS,  on the date hereof  Holder and the Company  have entered into
that certain  Convertible Secured Promissory Note and Warrant Purchase Agreement
of even date herewith (the  "Purchase  Agreement")  pursuant to which Holder has
provided a $1,000,000  loan ("Loan") to the Company,  which loan is  convertible
into shares of Common  Stock of the  Company  upon the  satisfaction  of certain
conditions  precedent,  and has entered into certain additional  agreements with
the Company and certain stockholders  thereof,  pursuant to which the Holder may
become the holder of additional  Common Shares of the Company in connection with
the transactions contemplated by such agreements (the "Transactions"); and

         WHEREAS,  as a condition to  providing  the Loan and  consummating  the
Transactions, the parties have agreed to enter into this Agreement;

         NOW, THEREFORE,  the parties hereto, in consideration of the foregoing,
the mutual  covenants and agreements  hereinafter set forth,  and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, agree as follows:
1. Definitions.

         As used in this Agreement,  the following  capitalized terms shall have
the following meanings:

         "Affiliate" shall have the meaning ascribed to it in the Exchange Act.

         "Common Shares" shall mean the shares of common stock,  par value $.001
per share, of the Company.

         "Company"  shall  mean  Provectus   Pharmaceuticals,   Inc.,  a  Nevada
corporation, and its successors.

         "Company Notice" shall have the meaning set forth in Section 2(a).

         "Demand Registration" shall have the meaning given in Section 2(a).
"Equity Interests" shall mean any rights in or securities,  obligations
or  interests  of the  Company  held by Holder as a result of the  Transactions,
including,  but not limited to, the Loan and the Warrants,  that are convertible
or exchangeable for Common Shares.

         "Exchange  Act"  shall mean the  Securities  Exchange  Act of 1934,  as
amended from time to time.

         "Holder" shall mean Gryffindor  Capital  Partners I, L.L.C.,  a limited
liability company, its successors, assigns and transferees.

         "Mandatory Registration" shall have the meaning given in Section 4(a).

         "Person" shall mean an  individual,  partnership,  corporation,  trust,
unincorporated  organization  or other legal entity or a government or agency or
political subdivision thereof.

         "Piggyback Notice" shall have the meaning given in Section 3(a).

         "Piggyback Registration" shall have the meaning given in Section 3(a).

         "Prospectus"  shall mean the  prospectus  included in any  Registration
Statement, including any preliminary prospectus, and any amendment or supplement
thereto and all material incorporated by reference therein.

         "Registrable  Securities" shall mean the Shares and any Shares or other
securities  issued or issuable  with respect to the Shares upon any stock split,
stock dividend,  recapitalization or similar event, excluding Shares (i) sold or
transferred  pursuant  to an  effective  registration  statement,  (ii)  sold or
otherwise  transferred pursuant to Rule 144 under the Securities Act, (iii) sold
or otherwise  transferred  pursuant to a transfer not requiring  registration of
the Shares under the Securities Act, (iv) held by Holder who at such time is not
an  Affiliate  of the Company and that are  eligible  for sale  pursuant to Rule
144(k) under the  Securities  Act, and (v) held by Holder who at such time is an
Affiliate of the Company if all of such Shares are eligible for sale pursuant to
Rule 144  under  the  Securities  Act and  could be sold in one  transaction  in
accordance with the volume limitations  contained in Rule 144(e)(1)(i) under the
Securities Act.

         "Registration  Expenses"  shall mean any and all  expenses  incident to
performance of or compliance with this Agreement, including, without limitation:
(i) all  applicable  registration  and  filing  fees  imposed by the SEC and any
securities  exchange or market on which the Registrable  Securities are required
to be  listed  and/or  quoted,  as the case may be,  (ii) all fees and  expenses
incurred in connection with compliance with state  securities or "blue sky" laws
(including  reasonable  fees and  disbursements  of counsel in  connection  with
qualification of any of the Registrable Securities under any state securities or
blue sky laws and the  preparation of a blue sky memorandum) and compliance with
the rules of the National  Association  of Securities  Dealers,  Inc.  ("NASD"),
(iii) all expenses of any Persons in preparing or assisting in  preparing,  word
processing,   printing  and  distributing  the   Registration   Statement,   any
Prospectus,  certificates and other documents relating to the performance of and
compliance  with  this  Agreement,  (iv)  all  fees  and  expenses  incurred  in
connection with the listing, if any, of any of the Registrable Securities on any

                                       2
securities  exchange or exchanges  pursuant to Section 4(k) hereof,  and (v) the
fees and disbursements of counsel for the Company and of the independent  public
accountants of the Company.  Registration  Expenses shall  specifically  exclude
underwriting  discounts and commissions,  the fees and  disbursements of counsel
representing  Holder or any underwriter or agent acting on behalf of Holder, and
transfer  taxes,  if any,  relating to the sale or  disposition  of  Registrable
Securities by Holder, all of which shall be borne by Holder in all cases.

         "Registration Notice" shall have the meaning given in Section 4(b).

         "Registration  Statement"  shall mean a  registration  statement of the
Company  (and any other  entity  required  to be a  registrant  pursuant  to the
requirements  of the Securities  Act) covering all or a part of the  Registrable
Securities under the Securities Act for which the Company is eligible, including
all amendments  (including  post-effective  amendments),  exhibits and materials
incorporated by reference therein.

         "SEC" shall mean the United States Securities and Exchange Commission.

         "Securities Act" shall mean the Securities Act of 1933, as amended from
time to time.

         "Shares"  shall mean any and all Common Shares held by Holder or issued
or issuable to Holder upon conversion of its Equity Interests.

         "Shelf Registration  Statement" shall mean a Registration  Statement on
Form S-3 (or any  successor  form) filed  pursuant to Rule 415 of  Regulation  C
promulgated under the Securities Act (or any successor rule).

         "Warrants"  shall mean those  warrants  to  acquire  additional  Common
Shares granted to Holder as part of
the Transactions.

         2. Demand Registration.

            (a) Request for Registration.

                Immediately  following  the earlier of (i) the date on which the
Company shall become  eligible to use a  Registration  Statement on Form S-3 (or
any successor form thereto) to register its securities and/or those of a selling
stockholder,  and (ii)  July 1,  2003,  Holder  may make  written  requests  for
registration under the Securities Act (each, a "Demand  Registration") of all or
part of such Holder's Registrable Securities. Each written request shall specify
the aggregate number of Registrable Securities to be registered and the intended
method of disposition. The Company may elect, at its option, to file such Demand
Registration  as a shelf  registration  pursuant  to Rule  415 of  Regulation  C
promulgated  under the Securities Act (or any successor rule).  Thereafter,  the
Company may elect to include in such registration additional Common Shares to be
issued by the  Company,  to the extent  that the  inclusion  of such  additional
Common Shares does not  adversely  affect the  completion  of Holder's  intended

                                       3
distribution  of its Common Shares,  in its reasonable  discretion.  The Company
shall use its best efforts to become and remain  eligible to use a  Registration
Statement  on Form S-3 to  register  its  securities  and/or  those of a selling
stockholder.

            (b) Effective Registration and Expenses.

                A registration shall not constitute a Demand  Registration under
Section 2(a) hereof until it has become  effective  and has been kept  effective
for up to ninety  days or,  if  earlier,  until the  Holder  has  completed  the
distribution  related  thereto.  In  any  registration  initiated  as  a  Demand
Registration,  the  Company  shall pay the  Registration  Expenses  incurred  in
connection therewith.

            (c) Underwritten Offering.

                The Holder must,  unless otherwise agreed by the Company and the
Holder, distribute the Registrable Securities covered by the Holder's request by
means of an underwriting. If applicable, the Holder (and the Company pursuant to
Section  4(a) hereof)  shall enter into an  agreement in customary  form with an
underwriter  or  underwriters  selected  for such  underwriting  by the Company;
provided,  however,  that the  underwriter(s)  must be reasonably  acceptable to
Holder. If the managing  underwriter or underwriters of such offering advise the
Company  in  writing  that in its or their  opinion  the  number of  Registrable
Securities  proposed  to  be  sold  in  such  offering  exceeds  the  number  of
Registrable  Securities  that  can be sold in such  offering  without  adversely
affecting  the market for the Common  Shares,  the Company  will include in such
registration,  prior to inclusion of any  securities  which are not  Registrable
Securities  or  shares  of  other  capital  stock  of  the  Company  upon  which
registration rights have been granted by the Company ("Other  Securities"),  the
number of  Registrable  Securities and Other  Securities  that in the opinion of
such managing  underwriters can be sold without  adversely  affecting the market
for the Common Shares.  In such event, the number of Registrable  Securities and
Other  Securities,  if any,  to be  offered  for  the  accounts  of each  Holder
(including the Holder making the Demand  Registration)  and the holders of Other
Securities  shall be reduced by reducing  to the extent  necessary,  first,  the
number of Other Securities requested by other holders, and second, the number of
Registrable  Securities  held by Holders other than the Holder making the Demand
Registration, to be included in such registration,  and then, if and only if and
to the  extent  necessary,  by  reducing  the number of  Registrable  Securities
requested by the Holder  making the Demand  Registration  to be included in such
registration,  to the extent necessary to reduce the total number of Registrable
Securities  and Other  Securities  to be included in such offering to the number
recommended by such managing  underwriter or  underwriters;  provided,  however,
that if the reduced number of Registrable  Securities that is included on behalf
of such Holder represents less than 50% of the number of Registrable  Securities
originally  requested  by  Holder  to be  included  in such  registration,  such
Holder's  participation  in such  offering  shall not  constitute  a request for
registration pursuant to Section 2(a) hereof or the initiation of a registration
pursuant to Section 2(d) hereof.

                                       4
(d) Exceptions.

                Notwithstanding  the  foregoing,  (i) the  Company  shall not be
obligated  to effect the filing of a  registration  statement  pursuant  to this
Section 2, (A) after the Company has initiated two such  registrations  pursuant
to this Section 2 (counting  for these  purposes only  registrations  which have
been declared or ordered  effective and pursuant to which  securities  have been
sold and registrations which have been withdrawn by the Holder unless the Holder
bears all  Registration  Expenses  related  thereto),  or (B)  during the period
starting  with  the  date  that is 45 days  prior to the  Company's  good  faith
estimate, as certified in writing by the President of the Company to the Holder,
of the date of filing of, and ending on the date that is 180 days  following the
effective  date of,  a  registration  statement  pertaining  to an  underwritten
primary  public  offering  of  securities  on behalf of the  Company;  provided,
however,  that the Company  shall be entitled to defer a filing upon such notice
only once in any 365-day  period;  or (ii) if the Company  shall  furnish to the
Holder a certificate signed by the President of the Company stating that, in the
good faith judgment of the Board of Directors of the Company, it would not be in
the best  interests  of the  Company  and its  stockholders  generally  for such
registration  statement to be filed,  the Company  shall have the right to defer
such  filing for a period of not more than 60 days after  receipt of the request
of the Holder;  provided,  however, that the Comply shall be entitled to defer a
filing  upon  such  notice  only  once  in  any  365-day  period.

         3. Piggyback Registration.

            (a) Right to Piggyback.

                Any time  after the date  hereof,  if the  Company  proposes  to
register  any  of  its  securities  under  the  Securities  Act  (other  than  a
registration pursuant to (i) a registration on Form S-4 or any successor form or
(ii) an offering of  securities  by the Company in  connection  with an employee
benefit, share dividend,  share ownership or dividend reinvestment plan) and the
registration  form to be used may be used for the  registration  of  Registrable
Securities (a "Piggyback  Registration"),  the Company will give prompt  written
notice (but in no event less than 30 days before the anticipated  filing date of
a registration  statement  filed to register such  securities) to all Holders of
its intention to effect such a registration  (each,  a "Piggyback  Notice") and,
subject to subsection 3(c) below, the Company will include in such registration,
on such terms and conditions as the other securities to be included therein, all
Registrable  Securities  with respect to which the Company has received  written
requests for inclusion therein,  and other requested  information  necessary for
such  registration,  within 15 days after the date of  sending of the  Piggyback
Notice  that  included  a  request  for  other  information  necessary  for such
registration.

            (b) Piggyback Expenses.

                The Holder shall not be liable for the Registration  Expenses in
connection  with the  registration  pursuant to Section  3(a).

                                       5
(c) Priority on Piggyback Registrations.

                If a Piggyback Registration is an underwritten registration, and
the managing  underwriters  advise the Company in writing that in their  opinion
the number of securities  requested to be included in such registration  exceeds
the number which can be sold in such offering  without  adversely  affecting the
market or the price for the Common Shares to be  registered by the Company,  the
Company will include in such  registration  the number of securities that in the
opinion of such managing  underwriters can be sold without  adversely  affecting
the market or the price for such Common Shares.  In such event, the Registration
Statement will include (i) all the securities proposed to be sold by the Company
and (ii) the aggregate  amount of Other  Securities and  Registrable  Securities
requested  to be  included  in such  registration  that in the  opinion  of such
managing  underwriters can be sold without adversely affecting the market or the
price for such Common  Shares,  with such  aggregate  amount of securities to be
allocated among each holder of such Other Securities and Registrable  Securities
in  proportion  to  the  number  of  shares  requested  for  inclusion  in  such
registration by each such holder.

            (d) Selection of Underwriters.

                In the  case  of an  underwritten  Piggyback  Registration,  the
Company will have the right to select the investment banker(s) and manager(s) to
administer the offering, if any.

         4. Registration Procedures.

            In connection  with the  obligations  of the Company with respect to
the registration of the Registrable Securities  contemplated herein, the Company
shall:

            (a) prepare and file with the SEC a  Registration  Statement as soon
as  reasonably  practicable  after  receipt  of a written  request  pursuant  to
Sections  2 or 3,  which  Registration  Statement,  in each  case,  shall (i) be
available for the sale of the  Registrable  Securities  in  accordance  with the
intended  method or methods of  distribution  by the selling Holders thereof and
(ii) comply as to form in all material  respects  with the  requirements  of the
applicable form and include all financial  statements  required by the SEC to be
filed  therewith,  and will  use its best  efforts  to cause  such  Registration
Statement  to be  declared  effective  by  the  SEC  as  soon  thereafter  as is
commercially  practicable;

            (b) subject to the last three  sentences  of this  Section  4(b) and
Section  4(i)  hereof,  (i)  prepare and file with the SEC such  amendments  and
supplements  (including  required periodic  reporting filings under the Exchange
Act) to such  Registration  Statement and Prospectus  included therein as may be
necessary  to keep such  Registration  Statement  effective  for the  applicable
period;  (ii) cause the Prospectus to be amended or supplemented as required and
to be filed as  required  by Rule 424 or any  similar  rule that may be  adopted
under the  Securities  Act;  (iii)  respond as  promptly as  practicable  to any
comments received from the SEC with respect to the Registration Statement or any
amendment  thereto;  and (iv) comply with the  provisions of the  Securities Act
with respect to the disposition of all securities  covered by such  Registration
Statement during the applicable period in accordance with the intended method or
methods of distribution by the selling Holders thereof. Notwithstanding anything
to the contrary  contained herein, the Company shall not be required to take any
of the actions  described  in clauses (i),  (ii) or (iii) in this Section  4(b),
Section  4(d) or  Section  4(i)  with  respect  to each  Holder  of  Registrable
Securities  (x) to the extent  that the  Company is in  possession  of  material
non-public  information that it deems advisable not to disclose or is engaged in
active   negotiations  or  planning  for  a  material  merger,   acquisition  or

                                       6
disposition  transaction  and it delivers  written notice to each such Holder of
Registrable  Securities  to the  effect  that such  selling  Holder may not make
offers or sales under the  Registration  Statement for a period not to exceed 60
days from the date of such  notice;  provided,  however,  that the  Company  may
deliver only two such notices within any 12-month period, (y) to the extent that
such  registration  would require initial or continuing  disclosure of events or
proceedings yet unreported that, in the opinion of the Board of Directors of the
Company,  would not be in the best interests of the Company and its stockholders
and such  disclosure is not otherwise  required under  applicable law (including
applicable  securities  laws),  and the Company  delivers written notice to each
such Holder of Registrable Securities to the effect that such selling Holder may
not make  offers  or sales  for a period  not to exceed 60 days from the date of
such  notice;  provided,  however,  that the Company  may deliver  only one such
notice within any 365-day  period,  or (z) upon written notice by the Company to
each Holder of the need to take any action  described  in clauses  (i),  (ii) or
(iii) in this Section 4(b),  unless and until the Company has received a written
notice (a "Registration  Notice") from a Holder that such Holder intends to make
offers  or  sales  under  such  Registration  Statement  as  specified  in  such
Registration Notice,  except in the case of a Shelf Registration  Statement,  in
which case such Registration  Notice shall not be required;  provided,  however,
that the Company  shall have ten (10) business days to prepare and file any such
amendment or supplement after receipt of the Registration  Notice or such longer
period  as is  reasonably  necessary  if such  preparation  and  filing  are not
commercially  practicable  within  ten (10)  business  days.  Once a Holder  has
delivered a  Registration  Notice to the  Company,  such Holder  shall  promptly
provide to the Company such  information as the Company  reasonably  requests in
order to identify such Holder and the method of distribution in a post-effective
amendment to the Registration Statement or a supplement to the Prospectus.  Such
Holder also shall notify the Company in writing upon completion of such offer or
sale or at such time as such  Holder no longer  intends to make  offers or sales
under the  Registration  Statement;

            (c)  furnish  to each  Holder  of  Registrable  Securities,  without
charge,  as many  copies of each  Prospectus  and any  amendment  or  supplement
thereto as such Holder may reasonably  request in order to facilitate the public
sale or other disposition of the Registrable Securities; the Company consents to
the use of the Prospectus  and any amendment or supplement  thereto by each such
Holder of Registrable Securities in connection with the offering and sale of the
Registrable  Securities  covered by the  Prospectus  or amendment or  supplement
thereto;

            (d) use its best  efforts to  register  or qualify  the  Registrable
Securities by the time the Registration  Statement is declared  effective by the
SEC under all applicable state securities or blue sky laws of such jurisdictions
in the  United  States  and its  territories  and  possessions  as any Holder of
Registrable  Securities  covered by the Registration  Statement shall reasonably
request in writing and keep each such  registration or  qualification  effective
during the period such  Registration  Statement is required to be kept effective
or  during  the  period  offers or sales  are  being  made by a Holder  that has

                                       7
delivered a Registration Notice to the Company,  whichever is shorter; provided,
however, that in connection therewith,  the Company shall not be required to (i)
qualify as a foreign  corporation  to do  business or to register as a broker or
dealer in any such  jurisdiction  where it would not  otherwise  be  required to
qualify or register but for this Section 4(d),  (ii) subject  itself to taxation
in any such jurisdiction,  or (iii) file a general consent to service of process
in any  such  jurisdiction;

            (e) notify each selling  Holder of Registrable  Securities  promptly
and, if requested by such Holder,  confirm in writing, (i) when the Registration
Statement and any post-effective  amendments thereto have become effective, (ii)
when any amendment or supplement to the  Prospectus has been filed with the SEC,
(iii) of the issuance by the SEC or any state  securities  authority of any stop
order suspending the  effectiveness  of the  Registration  Statement or any part
thereof or the  initiation  of any  proceedings  for that  purpose,  (iv) if the
Company  receives  any  notification  with  respect  to  the  suspension  of the
qualification   of  the  Registrable   Securities  for  offer  or  sale  in  any
jurisdiction  or the initiation of any  proceeding for such purpose,  and (v) of
the  happening  of any event  during the period the  Registration  Statement  is
effective  as a result of which (A) such  Registration  Statement  contains  any
untrue statement of a material fact or omits to state any material fact required
to be stated therein or necessary to make the statements  therein not misleading
or (B) the  Prospectus  as then  amended  or  supplemented  contains  any untrue
statement of a material  fact or omits to state any material  fact  necessary in
order to make the statements  therein, in light of the circumstances under which
they were made, not misleading; provided, however, that the Company shall not be
obligated  to prepare and  furnish  any  prospectus  supplements  or  amendments
relating to any material nonpublic  information at any such time as the Board of
Directors of the Company has  determined  that, for good business  reasons,  the
disclosure  of such  material  nonpublic  information  at  that  time  would  be
materially  detrimental to the Company in the circumstances and is not otherwise
required under applicable law (including applicable securities laws);  provided,
further,  that the  Company  may only  delay  its  obligations  pursuant  to the
aforementioned  proviso for a period of 60 days in any 180-day  period;

            (f) use its best  efforts  to  obtain  the  withdrawal  of any order
suspending the  effectiveness of the Registration  Statement or any part thereof
as promptly as possible;

            (g) upon request,  furnish to each Holder of Registrable  Securities
that has delivered a  Registration  Notice to the Company,  without  charge,  at
least one conformed copy of the  Registration  Statement and any  post-effective
amendment  thereto  (without  documents  incorporated  therein by  reference  or
exhibits thereto,  unless requested);

            (h) cooperate with the selling Holders of Registrable  Securities to
facilitate  the timely  preparation  and  delivery  of  unlegended  certificates
representing   Registrable   Securities  to  be  sold;  and  enable   unlegended
certificates  for such  Registrable  Securities to be issued for such numbers of
shares  and  registered  in such names as the  selling  Holders  may  reasonably
request at least two business days prior to any sale of Registrable  Securities;

            (i) subject to the last three sentences of Section 4(b) hereof, upon
the occurrence of any event contemplated by clause (x) or (y) of Section 4(b) or
clause (v) of and the  proviso  to Section  4(e)  hereof,  use its best  efforts

                                       8
promptly to prepare and file an amendment or a supplement  to the  Prospectus or
any  document  incorporated  therein by  reference  or prepare,  file and obtain
effectiveness of a post-effective  amendment to the Registration  Statement,  or
file any other required  document,  in any such case to the extent  necessary so
that, as thereafter  delivered to the purchasers of the Registrable  Securities,
such  Prospectus  as then  amended or  supplemented  will not contain any untrue
statement  of a material  fact or omit to state any material  fact  necessary in
order to make the statements  therein,  in the light of the circumstances  under
which they are made, not  misleading;

            (j) within a reasonable time prior to the filing of any Registration
Statement  or any  amendment  thereto,  or any  Prospectus  or any  amendment or
supplement thereto, provide copies of such document (not including any documents
incorporated  by  reference   therein  unless   requested)  to  the  Holders  of
Registrable  Securities that have provided a Registration Notice to the Company;

            (k) use its best  efforts  to  maintain  the  listing  of the Common
Shares on the securities  market on which the Common Shares are now listed or on
another national  securities  exchange or national market system, as those terms
are used  under  the  Exchange  Act;

            (l) use its best efforts to cause all  Registrable  Securities to be
listed on any securities  market or exchange on which similar  securities issued
by the Company are then listed;

            (m)  provide a  transfer  agent and  registrar  for all  Registrable
Securities   registered  hereunder  and  a  CUSIP  number  for  all  Registrable
Securities, not later than the effective date of the Registration Statement;

            (n) in the event of any underwritten public offering, enter into and
perform its obligations under an underwriting  agreement, in usual and customary
form,   with  the  managing   underwriter(s)   of  such  offering  (each  Holder
participating  in such  underwriting  shall  also  enter  into and  perform  its
obligations  under such an agreement);  and

            (o)  use  its  best  efforts  to  furnish,  on the  date  that  such
Registrable  Securities  are  delivered to the  underwriters  for sale,  if such
securities are being sold through underwriters, (i) an opinion, dated as of such
date,  of the  counsel  representing  the  Company  for  the  purposes  of  such
registration,  in form and substance as is customarily  given to underwriters in
an underwritten public offering, addressed to the underwriters, if any, and (ii)
a  letter  dated  as  of  such  date,  from  the  independent  certified  public
accountants  of the Company,  in form and substance as is  customarily  given by
independent  certified  public  accountants to  underwriters  in an underwritten
public offering addressed to the underwriters.

            The Company may require  each Holder of  Registrable  Securities  to
furnish to the  Company in  writing  such  information  regarding  the  proposed
distribution  by such Holder of such  Registrable  Securities as the Company may
from time to time reasonably request in writing.

            In connection  with and as a condition to the Company's  obligations
with respect to any Registration  Statement pursuant to Sections 2 and 3 of this

                                       9
Agreement and this Section 4, each Holder  covenants and agrees that (i) it will
not offer or sell any Registrable  Securities under the  Registration  Statement
until it has provided a Registration Notice if required pursuant to Section 4(b)
and has received  copies of the  Prospectus as then amended or  supplemented  as
contemplated  by Section 4(c) and notice from the Company that the  Registration
Statement and any  post-effective  amendments  thereto have become  effective as
contemplated  by Section 4(e);  (ii) upon receipt of any notice from the Company
contemplated  by  Section  4(b)  (in  respect  of  the  occurrence  of an  event
contemplated  by clause (x) or (y) of Section  4(b)) or Section 4(e) (in respect
of the occurrence of an event  contemplated by clause (v) of Section 4(e)), such
Holder  shall  not  offer or sell any  Registrable  Securities  pursuant  to the
Registration  Statement until, in the sole discretion of the Company,  the event
no longer  precludes sale or such Holder receives copies of the  supplemented or
amended Prospectus  contemplated by Section 4(i) hereof and receives notice that
any  post-effective  amendment has become effective,  and, if so directed by the
Company, such Holder will deliver to the Company (at the expense of the Company)
all copies in its  possession,  other than  permanent  file  copies then in such
Holder's possession, of the Prospectus as amended or supplemented at the time of
receipt of such notice; (iii) such Holder and any of its officers,  directors or
affiliates,  if any,  must comply with the  provisions of Regulation M under the
Exchange Act, or any successor regulations,  as applicable to them in connection
with sales of Registrable Securities pursuant to the Registration Statement; and
(v) such Holder and any of its officers,  directors or affiliates,  if any, must
enter into such written  agreements as the Company shall  reasonably  request to
ensure compliance with clause (iii) above.

         5. Indemnification;  Contribution.

            (a) Indemnification by the Company.  The Company agrees to indemnify
and hold harmless each Holder and its officers and directors and each Person, if
any, who controls any Holder within the meaning of Section 15 of the  Securities
Act as  follows:

                (i)  against  any and all loss,  liability,  claim,  damage  and
expense  whatsoever,  as incurred,  to which such Holder,  officer,  director or
controlling  Person may become subject under the Securities Act or otherwise (A)
that  arise out of or are based  upon any untrue  statement  or  alleged  untrue
statement  of a material  fact  contained in any  Registration  Statement or any
amendment  thereto,  or the  omission  or alleged  omission  to state  therein a
material fact required to be stated  therein or necessary to make the statements
therein  not  misleading  or (B) that  arise out of or are based upon any untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in any
Prospectus or any amendment or  supplement  thereto,  or the omission or alleged
omission  to  state  therein  a  material  fact  necessary  in order to make the
statements  therein,  in the light of the  circumstances  under  which they were
made, not misleading;

                (ii)  against  any and all loss,  liability,  claim,  damage and
expense whatsoever,  as incurred,  to the extent of the aggregate amount paid in
settlement of any litigation,  or incurred in connection with any  investigation
or proceeding by any governmental agency or body, commenced or threatened, or of
any claim  whatsoever  based upon any such untrue  statement  or alleged  untrue

                                       10
statement or any  omission or alleged  omission  contained  in any  Registration
Statement,  if such  settlement  is  effected  with the  written  consent of the
Company; and

                (iii)  subject to the  limitations  set forth in  Section  5(c),
against any and all expense whatsoever,  as incurred (including  reasonable fees
and disbursements of counsel),  reasonably incurred in investigating,  preparing
or defending  against any  litigation,  or  investigation  or  proceeding by any
governmental  agency or body,  commenced or threatened,  in each case whether or
not a party,  or any claim  whatsoever  based upon any such untrue  statement or
alleged untrue statement or omission or alleged omission, to the extent that any
such expense is not paid under subparagraph (i) or (ii) above;

                (iv) any  violation  by the  Company  of any rule or  regulation
promulgated  under the  Securities  Act  applicable to the Company in connection
with  any  registration,   qualification,   or  compliance  of  the  Registrable
Securities or any other capital stock of the Company;

provided,  however,  that the indemnity  provided  pursuant to this Section 5(a)
shall  not  apply  (i) to any  amounts  paid in  settlement  of any  such  loss,
liability,  claim,  damage or expense if such settlement is effected without the
consent of the  Company  (which  consent  shall not be  unreasonably  delayed or
withheld),  or (ii) to any Holder with  respect to any of the  foregoing in this
Section 5(a) that arises out of or is based upon any untrue statement or alleged
untrue  statement or omission or alleged  omission  made in reliance upon and in
conformity  with  written  information  furnished  to the Company by such Holder
expressly for use in any Registration  Statement or any amendment thereto or the
Prospectus  or any  amendment  or  supplement  thereto,  or the  Holder's  or an
underwriter's  failure  to  deliver  a copy  of any  Registration  Statement  or
Prospectus  or any  amendments  or  supplements  thereto  after the  Company has
furnished the Holder or underwriter  with the requested  number of copies of the
same.

            (b)  Indemnification  by Holders.  Each Holder  severally  agrees to
indemnify and hold harmless the Company and the other selling Holders,  and each
of their respective  directors and officers (including each director and officer
of the Company who signed the Registration Statement),  and each Person, if any,
who  controls  the  Company or any other  selling  Holder  within the meaning of
Section 15 of the Securities Act, to the same extent as the indemnity  contained
in Section 5(a) hereof, but only insofar as such loss, liability,  claim, damage
or expense  arises out of or is based upon (i) any untrue  statement  or alleged
untrue  statement  or  omission  or alleged  omission  made in any  Registration
Statement  or any  amendment  thereto  or the  Prospectus  or any  amendment  or
supplement  thereto in reliance upon and in conformity with written  information
furnished to the Company by such selling Holder for use therein  relating to the
Holder's status as a selling security holder, (ii) Holder's failure to deliver a
copy  of  any  Registration   Statement  or  Prospectus  or  any  amendments  or
supplements  thereto,  to the extent  such  delivery  is  required to be made by
Holder and after the Company has furnished  Holder with the requested  number of
copies of the same, or (iii) the breach of any covenant  contained in Section 4;
provided,  however,  that in no event shall any  indemnity  provided  under this
Section 5(b) by a Holder (i) exceed the net proceeds from the offering  received
by such Holder,  or (ii) apply to amounts paid in  settlement  of any such loss,
liability,  claim,  damage or expense if such settlement is effected without the
consent  of the  Holder  (which  consent  shall not be  unreasonably  delayed or
withheld).

            (c) Conduct of Indemnification  Proceedings.  Each indemnified party
shall give reasonably prompt notice to each indemnifying  party of any action or
proceeding commenced against the indemnified party in respect of which indemnity
may be sought  hereunder,  but  failure to so notify an  indemnifying  party (i)
shall not relieve it from any  liability  which it may have under the  indemnity
agreement provided in Section 5(a) or (b) above, unless and to the extent it did
not  otherwise  learn of such  action and the lack of notice by the  indemnified
party materially  prejudices the indemnifying party or results in the forfeiture
by the indemnifying party of substantial rights and defenses and (ii) shall not,
in any  event,  relieve  the  indemnifying  party  from any  obligations  to any
indemnified  party  other than the  indemnification  obligation  provided  under
Section 5(a) or (b) above.  After receipt of such notice, the indemnifying party
shall be entitled to participate  in and, at its option,  jointly with any other
indemnifying  party so  notified,  to  assume  the  defense  of such  action  or
proceeding at such indemnifying  party's own expense with counsel chosen by such
indemnifying  party and approved by the indemnified  party, which approval shall
not be unreasonably withheld;  provided, however, that, if the defendants in any
such  action  or  proceeding   include  both  the  indemnified   party  and  the
indemnifying party and the indemnified party reasonably determines,  upon advice
of  counsel,  that a  conflict  of  interest  exists or that  there may be legal
defenses available to it or other indemnified parties that are different from or
in addition to those available to the indemnifying  party,  then the indemnified
party  shall be  entitled  to one  separate  counsel,  the  reasonable  fees and
expenses of which shall be paid by the  indemnifying  party. If the indemnifying
party does not assume the defense of any such action or proceeding, after having
received the notice  referred to in the first  sentence of this  paragraph,  the
indemnifying  party will pay the reasonable  fees and expenses of counsel (which
shall be limited to a single law firm) for the indemnified party. In such event,
however,  the indemnifying party will not be liable for any settlement  effected
without the written  consent of such  indemnifying  party.  If the  indemnifying
party assumes the defense of any such action or  proceeding  in accordance  with
this  paragraph,  such  indemnifying  party shall not be liable for any fees and
expenses of counsel for the indemnified party incurred  thereafter in connection
with such action or proceeding  except as set forth in the proviso in the second
sentence of this Section 5(c).

            (d)  Contribution.  In order  to  provide  for  just  and  equitable
contribution in circumstances in which the indemnity  agreement  provided for in
this Section 5 is for any reason held to be unenforceable although applicable in
accordance with its terms,  the Company and the selling Holders shall contribute
to the aggregate losses, liabilities, claims, damages and expenses of the nature
contemplated by such indemnity agreement incurred by the Company and the selling
Holders,  in such  proportion as is appropriate to reflect the relative fault of
and benefits to the Company on the one hand and the selling Holders on the other
(in such  proportions  that the selling  Holders  are  severally,  not  jointly,
responsible  for the balance),  in connection  with the  statements or omissions
which resulted in such losses, claims, damages, liabilities or expenses, as well
as any other relevant  equitable  considerations.  The relative  benefits to the
indemnifying party and indemnified  parties shall be determined by reference to,
among other things,  the total proceeds  received by the indemnifying  party and
indemnified  parties in  connection  with the  offering  to which  such  losses,

                                       12
claims,  damages,  liabilities  or expenses  relate.  The relative  fault of the
indemnifying party and indemnified  parties shall be determined by reference to,
among other  things,  whether the action in  question,  including  any untrue or
alleged untrue  statement of a material fact or omission or alleged  omission to
state a material fact, has been made by, or relates to information  supplied by,
such indemnifying  party or the indemnified  parties,  and the parties' relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such action.

         The  parties  hereto  agree that it would not be just or  equitable  if
contribution  pursuant  to  this  Section  5(d)  were  determined  by  pro  rata
allocation or by any other method of  allocation  which does not take account of
the equitable considerations referred to in the immediately preceding paragraph;
provided,  however,  that in no event shall any contribution by Holder hereunder
exceed  the  net   proceeds   from  the   offering   received  by  such  Holder.
Notwithstanding  the provisions of this Section 5(d), no selling Holder shall be
required  to  contribute  any  amount in excess of the amount by which the total
price at which the Registrable Securities of such selling Holder were offered to
the public  exceeds the amount of any damages  which such  selling  Holder would
otherwise  have  been  required  to pay by reason of such  untrue  statement  or
omission.

         Notwithstanding   the   foregoing,   no  Person  guilty  of  fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be  entitled  to  contribution  from any Person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 5(d), each Person, if
any,  who controls a Holder  within the meaning of Section 15 of the  Securities
Act and  directors  and  officers  of a Holder  shall  have the same  rights  to
contribution as such Holder,  and each director of the Company,  each officer of
the Company who signed the Registration  Statement and each Person,  if any, who
controls  the  Company  within the meaning of Section 15 of the  Securities  Act
shall have the same rights to contribution as the Company.

            (e) The  obligations of the Company and Holders under this Section 5
shall  survive  completion  of  any  offering  of  Registrable  Securities  in a
registration  statement and the termination of this  agreement.  No indemnifying
party,  in the defense of any such claim or litigation,  shall,  except with the
consent of each  indemnified  party,  consent to entry of any  judgment or enter
into any settlement which does not include as an unconditional  term thereof the
giving by the claimant or plaintiff to such indemnified  party of a release from
all  liability in respect to such claim or  litigation.

         6. Rule 144 Reporting.  With a view to making  available to each Holder
the benefits of certain  rules and  regulations  of the SEC which may permit the
sale of the  Registrable  Securities  to the public  without  registration,  the
Company agrees to use its best efforts to:

            (a) make and keep public information  available,  as those terms are
understood  and  defined  in SEC  Rule  144 or any  similar  or  analogous  rule

                                       13
promulgated under the Securities Act;

            (b) file with the SEC,  in a timely  manner,  all  reports and other
documents  required of the Company  under the Exchange Act; and

            (c) so long as a Holder owns any Registrable Securities,  furnish to
such Holder forthwith upon request: a written statement by the Company as to its
compliance  with the reporting  requirements  of said Rule 144 of the Securities
Act, and of the Exchange Act; a copy of the most recent annual and/or  quarterly
report of the  Company;  and such other  reports and  documents  as a Holder may
reasonably  request  in  availing  itself of any rule or  regulation  of the SEC
allowing it to sell any such securities without registration.

         7.  Restrictions  on Transfer of Shares.  Holder agrees not to make any
disposition of all or any portion of the Shares or Registrable Securities unless
and until:

                (i) there is then in effect a registration  statement  under the
Securities Act covering such proposed  disposition and such  disposition is made
in accordance with such  registration  statement;  or

                (ii) (A) such  Holder  shall have  notified  the  Company of the
proposed  disposition  and shall have  furnished the Company with a statement of
the circumstances  surrounding the proposed  disposition,  and (B) if reasonably
requested by the Company,  such Holder shall have  furnished the Company with an
opinion  of  counsel,  which  counsel  if  other  than  Piper  Rudnick  shall be
reasonably  satisfactory to the Company and its counsel,  that such  disposition
will not require  registration  of such Shares under the  Securities  Act.

                (iii)  Notwithstanding the provisions of paragraphs (i) and (ii)
above, no such  registration  statement or opinion of counsel shall be necessary
for a transfer by a Holder which is (A) a partnership  to its partners or former
partners in  accordance  with  partnership  interests,  (B) a limited  liability
company to its members or former  members in accordance  with their  interest in
the limited liability company, or (C) to the Holder's family member or trust for
the benefit of an individual  Holder or a family  member;  provided that in each
case the  transferee  will be subject to the terms of this Agreement to the same
extent  as if he  were  an  original  Holder  hereunder.

            (b) Each certificate  representing Shares or Registrable  Securities
shall  (unless  otherwise  permitted by the  provisions  of this  Agreement)  be
stamped  or  otherwise  imprinted  with a legend  substantially  similar  to the
following (in addition to any legend required under  applicable state securities
laws):

            THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
            SECURITIES ACT OF 1933 OR ANY STATE  SECURITIES  LAWS AND MAY NOT BE
            OFFERED,  SOLD  OR  OTHERWISE  TRANSFERRED,   ASSIGNED,  PLEDGED  OR
            HYPOTHECATED  UNLESS AND UNTIL  REGISTERED  OR QUALIFIED  UNDER SUCH
            LAWS (AS  APPLICABLE)  OR UNLESS THE COMPANY HAS RECEIVED AN OPINION
            OF COUNSEL  SATISFACTORY  TO THE COMPANY  AND ITS COUNSEL  THAT SUCH

                                       14
REGISTRATION OR QUALIFICATION IS NOT REQUIRED.

            (c) The Company  shall be obligated to reissue  promptly  unlegended
certificates  at the  request  of any Holder  thereof  if the Holder  shall have
obtained an opinion of counsel  (which  counsel  may be counsel to the  Company)
reasonably  satisfactory  to the  Company if other than  Piper  Rudnick,  to the
effect  that the  securities  proposed  to be  disposed  of may  lawfully  be so
disposed  of  without  registration,  qualification  or  legend.

            (d) Any legend  endorsed on an  instrument  pursuant  to  applicable
state securities laws and the  stop-transfer  instructions  with respect to such
securities  shall be  removed  upon  receipt  by the  Company of an order of the
appropriate blue sky authority authorizing such removal.

            (e)  Subject to the  foregoing  restrictions,  the  Company  and the
Holder hereby agree that any transferee  and/or subsequent Holder of Registrable
Securities  shall be entitled  to all  benefits  and subject to all  obligations
hereunder  as  a  Holder  of  Registrable  Securities.

         8.  Miscellaneous.

            (a)  Amendments  and  Waivers.  The  provisions  of this  Agreement,
including  the  provisions  of  this  sentence,  may not be  amended,  modified,
supplemented  or waived,  nor may  consent  to  departures  therefrom  be given,
without the written  consent of the Company and the Holders of a majority of the
outstanding Registrable Securities (treating for the purpose of such computation
the  Holders  of Equity  Interests  as the  Holders  of  Registrable  Securities
issuable upon exchange of such Equity  Interests),  provided,  however,  that no
amendment,  modification,  supplement  or waiver of, or consent to the departure
from,  the  provisions of Sections 2, 3, 5, 7, or 8 hereof shall be effective as
against any Holder of Registrable  Securities  unless consented to in writing by
such  Holder  of  Registrable   Securities.   Notice  of  any  such   amendment,
modification,  supplement,  waiver or consent  adopted in  accordance  with this
Section  8(a) shall be provided  by the  Company to each  Holder of  Registrable
Securities  at  least  thirty  (30)  days  prior to the  effective  date of such
amendment, modification, supplement, waiver or consent.

            (b) Notices.  All notices and other  communications  provided for or
permitted  hereunder  shall  be made in  writing  by  hand-delivery,  registered
first-class  mail,  telex,  telecopier,  or any courier  guaranteeing  overnight
delivery,  (i) if to a Holder, at such Holder's  registered address appearing on
the register of the Company,  with a copy to Deborah Gersh, Esq., Piper Rudnick,
203 North LaSalle Street,  Chicago,  Illinois 60601, facsimile (312) 236-7516 or
(ii) if to the  Company,  at  Provectus  Pharmaceuticals,  Inc.,  7327 Oak Ridge
Highway,  Suite A,  Knoxville,  Tennessee  37931,  attention:  Timothy C. Scott,
Ph.D.,  President,  with a copy to Baker,  Donelson,  Bearman &  Caldwell,  2200
Riverview Tower, 900 South Gay Street,  Knoxville,  Tennessee 37902,  attention:
David L. Morehous, Esq., facsimile (865) 633-7120.

         All such notices and  communications  shall be deemed to have been duly
given:  at the time  delivered by hand, if personally  delivered;  five business

                                       15
days after being deposited in the mail, postage prepaid, if mailed; upon receipt
of  confirmation  of  delivery,  if  telexed  or if  telecopied;  or at the time
delivered if delivered by a courier guaranteeing overnight delivery.

            (c)  Successors  and  Assigns.  This  Agreement  shall  inure to the
benefit of and be binding upon the  successors,  assigns and transferees of each
of the  parties,  including,  without  limitation  and  without  the need for an
express assignment, subsequent Holders. If any successor, assignee or transferee
of any Holder shall acquire Registrable  Securities,  in any manner,  whether by
operation of law or otherwise, such Registrable Securities shall be held subject
to all of the terms of this  Agreement,  and by taking and  holding  Registrable
Securities such Person shall be  conclusively  deemed to have agreed to be bound
by all of the terms and provisions hereof.

            (d)  Counterparts.  This  Agreement may be executed in any number of
counterparts and by the parties hereto in separate  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and all of which  taken
together shall constitute one and the same agreement.

            (e) Headings.  The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

            (f) Governing Law. This Agreement shall be governed by and construed
in accordance  with the laws of the State of Illinois  without  giving effect to
the conflicts of law provisions thereof.

            (g) Specific Performance.  The parties hereto acknowledge that there
would be no  adequate  remedy at law if any party  fails to  perform  any of its
obligations hereunder, and accordingly agree that each party, in addition to any
other remedy to which it may be entitled at law or in equity,  shall be entitled
to compel specific  performance of the obligations of any other party under this
Agreement in accordance  with the terms and  conditions of this Agreement in any
court of the United States or any State thereof having jurisdiction.

            (h) Severability. In the event one or more of the provisions of this
Agreement  should,   for  any  reason,  be  held  to  be  invalid,   illegal  or
unenforceable in any respect, such invalidity,  illegality,  or unenforceability
shall not affect any other  provisions  of this  Agreement,  and this  Agreement
shall be construed as if such invalid,  illegal or  unenforceable  provision had
never been contained herein.

            (i) Entire Agreement. This Agreement is intended by the parties as a
final  expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein.  Except as this Agreement is related to and
referenced in the  Investment  Agreement,  this  Agreement  supersedes all prior
agreements and  understandings  between the parties with respect to such subject
matter.

                          [Signature Page(s) to Follow]

                                       16
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by its duly authorized officer as of the date first written above.

                                           COMPANY:

                                           PROVECTUS PHARMACEUTICALS, INC.

                                           By: /s/ Timothy C. Scott
                                               -----------------------
                                               Name: Timothy C. Scott
                                               Title: President

                                           HOLDER:

                                           GRYFFINDOR CAPITAL PARTNERS I, L.L.C.

                                           By: /s/ Stuart Fuchs
                                               -------------------------
                                               Name: Stuart Fuchs
                                               Title: Managing Principal

                                       17
Exhibit 4.12

                             SHAREHOLDERS' AGREEMENT
                             -----------------------

This SHAREHOLDERS'  AGREEMENT (this "Agreement"),  is made as of the 26th day of
November,  2002,  by  and  among  PROVECTUS  PHARMACEUTICALS,   INC.,  a  Nevada
corporation  ("Company"),  GRYFFINDOR  CAPITAL  PARTNERS I,  L.L.C.,  a Delaware
limited liability company  ("Gryffindor") and Eric Wachter,  The Eric A. Wachter
1998 Charitable Remainder Trust, Craig Dees, The Dees Family Foundation, Timothy
D. Scott, The Scott Family Investment  Limited  Partnership,  Walter Fisher, The
Fisher Family Investment  Limited  Partnership,  The Walt Fisher 1998 Charitable
Remainder  Trust,  John  A.  Smolik  and  The  Smolik  Family  LLP  (the  "Major
Shareholders").

         WHEREAS,  on the date of this  Agreement,  the Company has entered into
that certain  Convertible Secured Promissory Note and Warrant Purchase Agreement
(the  "Purchase  Agreement")  pursuant to which Company has issued to Gryffindor
(a) a convertible  secured  promissory note in the original  principal amount of
$1,000,000  (the "Note"),  and (b) a warrant(s) to purchase  shares of Company's
common stock (the "Warrant"); and

         WHEREAS,   to  induce   Gryffindor  to  enter  into,  and  close,   the
transactions  contemplated by the Purchase Agreement,  the Note and the Warrant,
the  Company  and the Major  Shareholders  desire to provide  for,  among  other
things, voting rights, rights of first refusal, co-sale,  tag-along, and certain
other rights under certain conditions.

         NOW, THEREFORE,  in consideration of the mutual promises and agreements
set forth in this  Agreement,  the  receipt  and  adequacy  of which are  hereby
acknowledged, the parties agree as follows:

1.       Definitions

         As used in this Agreement,  the following terms shall have the meanings
set forth below.  Any terms not defined herein shall have the meanings  ascribed
to them in the Purchase Agreement, the Note and the Warrant.

(a)    "Appraiser" has the meaning set forth in Section 4.2.2.

(b)    "Authorized Warrants" has the meaning set forth in Section 2(j).

(c)    "Board of Directors" means the Board of Directors of the Company.

(d)    "Charter  Documents"  means  the  Certificate  of  Incorporation  and the
       By-laws of the Company as in effect on the date of this Agreement.

(e)    "Commission" means the Securities and Exchange  Commission or any similar
       agency then having jurisdiction to enforce the Securities Act.

(f)    "Common Stock" has the meaning set forth in the Purchase Agreement.
(g)    "Common Stock  Equivalents"  means any security or obligation which is by
       its terms  convertible  into shares of Common Stock,  including,  without
       limitation:  (i) any  preferred  stock or any  option,  warrant  or other
       subscription or purchase right with respect to Common Stock; and (ii) the
       warrants and other rights set forth on Schedule 1(f).

(h)    "Common  Stock  Event" has the  meaning  set forth in Section 6.2 of this
       Agreement

(i)    "Company"  has the  meaning  set  forth in the  first  paragraph  of this
       Agreement and its permitted successors and assigns.

(j)    "Contract  Period"  has the  meaning  set forth in Section  4.1.4 of this
       Agreement.

(k)    "Family  Members"  has the  meaning  set  forth  in  Section  3.2 of this
       Agreement.

(l)    "Governmental Authority" means the government of any nation, state, city,
       locality  or  other  political  subdivision  of any of them,  any  entity
       exercising executive, legislative, judicial, regulatory or administrative
       functions of or pertaining to  government,  and any  corporation or other
       entity  owned or  controlled,  through  stock  or  capital  ownership  or
       otherwise, by any of them.

(m)    "Gryffindor  Director"  has the  meaning set forth in Section 8.3 of this
       Agreement.

(n)    "Gryffindor  Observer"  has the  meaning set forth in Section 8.3 of this
       Agreement.

(o)    "Gryffindor  Option" has the  meaning set forth in Section  4.1.2 of this
       Agreement.

(p)    "Gryffindor  Shares"  means the  shares of capital  stock of the  Company
       issuable or issued upon  conversion of the  principal and interest  under
       the Note, exercise of the Warrant, any other capital stock of the Company
       into which  such stock is  reclassified  or  reconstituted  and any other
       common stock of the Company  acquired by Gryffindor or otherwise given to
       Gryffindor pursuant to terms of this Shareholders Agreement.

(q)    "Involuntary Transfer" means any transfer,  proceeding or action by or in
       which a Shareholder shall be deprived or divested of any right,  title or
       interest in or to any of the Shares, including,  without limitation,  any
       seizure under levy of attachment or execution, any transfer in connection
       with  bankruptcy  (whether by virtue of the filing of a  voluntary  or an
       involuntary  petition under the United States Bankruptcy Code of 1978, or
       any  modifications  or  revisions to it) or other court  proceeding  to a
       debtor in possession,  trustee in bankruptcy or receiver or other officer
       or agency, any transfer to a state or to a public officer or agency under
       any statute  pertaining to escheat or abandoned property and any transfer
       as provided in a divorce or  separation  agreement or a final decree of a
       court in a divorce action.

(r)    "Involuntary  Transferee"  has the meaning set forth in Section  4.2.1 of
       this Agreement.

(s)    "Key  Shareholders"  means  Eric  Wachter,   The  Eric  A.  Wachter  1998
       Charitable  Remainder  Trust,  Craig Dees,  The Dees  Family  Foundation,

                                       2
Timothy D. Scott and The Scott Family Investment Limited  Partnership and
       any Permitted  Transferee of any of them to which Shares are  transferred
       in accordance  with Section 3.2, and the term "Major  Shareholder"  shall
       mean any of them.

(t)    "Liens" has the meaning set forth in Section 4.1.3 of this Agreement.

(u)    "Major Shareholders" means the shareholders listed in the first paragraph
       of this  Agreement and any  Permitted  Transferee of any of them to which
       Shares are  transferred  in  accordance  with  Section  3.2, and the term
       "Major Shareholder" shall mean any of them.

(v)    "New  Issuance  Notice"  has the meaning set forth in Section 5.1 of this
       Agreement.

(w)    "New  Securities"  has the  meaning  set  forth  in  Section  5.1 of this
       Agreement.

(x)    "Offer  Price"  has the  meaning  set  forth  in  Section  4.1.1  of this
       Agreement.

(y)    "Offered  Securities"  has the meaning set forth in Section 4.1.1 of this
       Agreement.

(z)    "Offering  Notice"  has the  meaning  set forth in Section  4.1.1 of this
       Agreement.

(aa)   "Option  Period"  has the  meaning  set  forth in  Section  4.1.2 of this
       Agreement.

(bb)   "Other  Shareholder"  means (a) any transferee of a Major  Shareholder or
       Gryffindor (other than a Permitted Transferee) who or which has agreed to
       be bound by the terms and conditions of this Agreement in accordance with
       Section  3.4  and to  whom or  which  Shares  have  been  transferred  in
       accordance  with Section 4.1.5 or otherwise and (b) any Person other than
       a Major  Shareholder  or a Gryffindor who or which has agreed to be bound
       by the terms and conditions of this Agreement in accordance  with Section
       7.2.

(cc)   "Permitted  Transferee"  has the meaning set forth in Section 3.2 of this
       Agreement.

(dd)   "Person"  means  any  individual,   corporation,   partnership,   limited
       liability company, firm, joint venture, association, joint stock company,
       trust,  unincorporated  organization,  Governmental  Authority  or  other
       entity.

(ee)   "Principal Shares" has the meaning set forth in the Note.

(ff)   "Proposed  Price"  has the  meaning  set  forth  in  Section  5.1 of this
       Agreement.

(gg)   "Registration Statement" means a registration statement filed pursuant to
       the Securities Act.

(hh)   "Securities  Act" means the Securities  Act of 1933, as amended,  and the
       rules and regulations promulgated under it, or any successor statute.

(ii)   "Selling  Shareholder" has the meaning set forth in Section 4.1.1 of this
       Agreement.

(jj)   "Shares" means:  (i) with respect to each Major  Shareholder,  all shares
       and warrants,  whether now owned or hereafter acquired,  of capital stock
       owned by each Major Shareholder; provided, however, that for the purposes

                                       3
of any computation of the number of Shares either outstanding or owned or
       held by any Major  Shareholder  or otherwise to be determined  hereunder,
       the shares of Common Stock issuable upon conversion, exercise or exchange
       of all Common Stock  Equivalents shall be deemed  outstanding  whether or
       not such conversion, exercise or exchange has actually been effected; and
       (ii) with respect to Gryffindor, the Gryffindor Shares.

(kk)   "Shareholders"  means (a) the Major  Shareholders  and Gryffindor and any
       Permitted Transferee who or which has agreed to be bound by the terms and
       conditions of this  Agreement in accordance  with Section 3.4 and (b) any
       Person  who has  agreed to be bound by the terms and  conditions  of this
       Agreement in  accordance  with  Section  7.2, and the term  "Shareholder"
       shall mean any of them.

(ll)   "Shareholders  Meeting"  has the  meaning set forth in Section 8.1 of the
       Agreement.

(mm)   "Tag-Along Election Notice" has the meaning set forth in Section 4.1.6 of
       this Agreement.

(nn)   "Tag-Along  Notice" has the  meaning  set forth in Section  4.1.6 of this
       Agreement.

(oo)   "Transfer" has the meaning set forth in Section 3.1 of this Agreement.

(pp)   "Transferred  Shares" has the meaning set forth in Section  4.2.1 of this
       Agreement.

(qq)   "Third Party Investor" has the meaning set forth in Section 10.10 of this
       Agreement.

(rr)   "Third  Party   Purchaser"  means  any  Person  other  than  a  Permitted
       Transferee, Gryffindor or a Major Shareholder.

(ss)   "Written  Consent"  has the  meaning  set  forth in  Section  8.1 of this
       Agreement.

2. VOTING RIGHTS

       Subject to Section 10.10,  the Company and the Major  Shareholders  agree
not to take any action with respect to the following  matters  without the prior
written consent of Gryffindor, which consent shall not be unreasonably withheld:

              (a) any  material  adverse  change in the rights,  preferences  or
       privileges of the shares of Common Stock of the Company;

              (b) any actions to  increase  or decrease  the number of shares of
       Common Stock of the Company;

              (c) any  creation  of a new  class  of  shares  having  rights  or
       privileges senior to or on a parity with the shares of Common Stock;

              (d)  declaration  or payment of any cash  dividends on any capital
       stock junior to the shares of Common Stock, or any optional redemption of
       senior, subordinated, or convertible debt;

                                       4
(e) any merger of the Company with  another  entity or sale by the
       Company of a substantial portion of its assets;

              (f) any redemption, purchase or other acquisition of the Company's
       capital stock or any payments with respect to stock  appreciation  rights
       or similar rights;

              (g) a recapitalization or reorganization;

              (h) any amendment to the Company's certificate of incorporation;

              (i) any  incurrence by the Company of any  indebtedness  providing
       for the granting of any security  interest in any of the Company's assets
       or  providing  for  any  creditor  rights  that  are not  subordinate  to
       Gryffindor's  rights  under  the  Note and any of the  other  Transaction
       Documents;

              (j) the  issuance of any  warrants by the Company  (other than the
       Warrant);  provided,however,  that the  Company  may  issue  warrants  to
       consultants  or  non-employee  directors  of the Company  (other than the
       Major Shareholders),  up to an aggregate amount not to exceed two percent
       (2%) of the  capital  stock  of the  Company  on a fully  diluted  basis,
       calculated at the time of the Closing of the transactions contemplated by
       the Purchase Agreement ("Authorized Warrants");

              (k) any increase in the number of shares of Common Stock  reserved
       for under the Company's employee stock option plan;

              (l) any sale or  transfer of the assets of any  subsidiary  of the
       Company  except  in the  ordinary  course  of  business,  or any  sale or
       transfer of the shares of capital stock of any subsidiary of the Company.
       (m) any issuance of additional  shares of capital stock of the Company or
       its subsidiaries after the date hereof; or

              (n)  any  material  change  in the  operations  of  the  Company's
       business or incurrence of any material liability by the Company.

3.     Restrictions on Transfer of Shares

       3.1 Limitation on Transfer

       (a) No Major Shareholder shall sell, give, assign,  hypothecate,  pledge,
encumber,  grant a security  interest  in or  otherwise  dispose of  (whether by
operation  of law or  otherwise)  (each a  "Transfer")  any Shares or any right,
title or interest in or to any Shares,  except in accordance with the provisions
of  this  Agreement.  In the  event  of a  Transfer,  any  Permitted  Transferee
obtaining any record or beneficial interest in or right to vote Shares as

                                       5
contemplated  by this  Agreement  shall agree to be bound by this  Agreement and
shall  comply with Section 3.4. Any attempt to transfer any Shares or any rights
in them in violation of this Agreement  shall be null and void ab initio and the
Company shall not register the proposed transfer.

       (b) Neither  Gryffindor nor the Gryffindor Shares shall be subject to any
restrictions  on  Transfer  except  those   restrictions  under  the  applicable
securities laws.

       3.2 Permitted Transfers

       Notwithstanding anything to the contrary contained in this Agreement, but
subject to Sections 3.3 and 3.4: (a) without  triggering the  obligations  under
Article 4, each of the Key  Shareholders may Transfer all or a portion of his or
her Shares, to or among: (i) a member of the Key Shareholder's immediate family,
which  shall  include  his or her spouse,  siblings,  children or  grandchildren
("Family Members"); (ii) a trust, corporation,  partnership or limited liability
company,  all of the  beneficial  interests  in  which  shall be held by the Key
Shareholder  or one or more  Family  Members of the Key  Shareholder;  provided,
however,  that during the period  that any trust,  corporation,  partnership  or
limited liability  company holds any right,  title or interest in any Shares, no
Person other than the Key  Shareholder  or one or more Family Members of the Key
Shareholder  may be or become  beneficiaries,  shareholders,  limited or general
partners or members of any of them;  (iii)  another Key  Shareholder;  or (iv) a
Person that is exempt under Section  501(c) of the Internal  Revenue  Code;  (b)
without  triggering the  obligations  under Sections 4.1.1 through 4.1.6 each of
the Key Shareholders shall have the right to Transfer up to an aggregate of five
percent  (5%) of his  Shares,  which  aggregate  amount  shall  be  based on his
ownership  interest  in  the  Company  as of the  date  of  the  Closing  of the
transactions contemplated by the Purchase Agreement;  provided, however, that no
Key  Shareholder may sell more than one percent (1%) of his Shares in any ninety
(90) day period;  and (c) each of the Key  Shareholders  may pledge their Shares
pursuant to a secured  loan from a  financial  institution,  provided  that such
financial institution acknowledges and agrees that the Shares are subject to the
terms and conditions of this Agreement and that the financial  institution  will
agree to abide by the terms and  conditions  of this  Agreement  with respect to
such Shares (the Persons  referred to in the preceding  clauses (a), (b) and (c)
are each referred to as a "Permitted Transferee").  The exception granted to the
Key  Shareholders  under  Section  3.2(b) is personal  to the Key  Shareholders.
Accordingly,   a  Permitted  Transferee  of  Shares  of  a  Key  Shareholder  as
contemplated  by this  Section 3.2 shall not be  permitted  to  Transfer  Shares
pursuant to the exception granted to the Key Shareholders under Section 3.2(b).

       3.3 Permitted Transfer Notice

       If any  Major  Shareholder  wishes  to  transfer  Shares  to a  Permitted
Transferee  under  Section 3.2, the Major  Shareholder  shall give notice to the
Company  of its,  his or her  intention  to make any  transfer  permitted  under
Section 3.2 not less than ten (10) days prior to effecting the  transfer,  which
notice shall state the name and address of each Permitted  Transferee to whom or
to which the  transfer  is  proposed  and the  number of Shares  proposed  to be
transferred to the Permitted Transferee.

       3.4 Transfers in Compliance with Law; Substitution of Transferee

       Notwithstanding any other provision of this Agreement, no transfer of the

                                       6
Shares  held by the  Major  Shareholders  may be made  unless  (a) the  proposed
transferee has agreed in writing to be bound by the terms and conditions of this
Agreement,  (b) the  transfer  complies  in all  respects  with  the  applicable
provisions of this Agreement and (c) the transfer  complies in all respects with
applicable federal and state securities laws, including, without limitation, the
Securities Act. If requested by the Company and/or Gryffindor  Shareholders,  in
their reasonable judgment, an opinion of counsel to the transferring Shareholder
shall  be  supplied  to  the  Company  and  Gryffindor   Shareholders,   at  the
transferring  Shareholder's  expense,  to the effect that the proposed  transfer
complies with the applicable  federal and state securities laws. Upon becoming a
party to this  Agreement:  (x) the Permitted  Transferee of a Major  Shareholder
shall be substituted  for, and shall enjoy the same rights and be subject to the
same  obligations as, the  transferring  Major  Shareholder  with respect to the
Shares transferred to the Permitted  Transferee except as specifically set forth
in  Section  3.2;  (y) an  Other  Shareholder  shall  be  subject  to  the  same
obligations as, and shall have the rights of, the transferring Major Shareholder
or  Gryffindor,  as the case may be, with respect to the Shares  transferred  to
such Other Shareholder;  and (z) the transferee of an Other Shareholder shall be
substituted  for,  and  shall  be  subject  to  the  same  obligations  as,  the
transferring  Other  Shareholder with respect to the Shares  transferred to such
transferee.

       3.5 Permitted Transfers; No Agreement to be Bound

       Notwithstanding anything to the contrary contained herein, in the event a
Major  Shareholder  shall  Transfer  all or a portion  of his or her Shares to a
Permitted   Transferee  pursuant  to  Sections  3.2(a)(iv)  or  3.2(b)  of  this
Agreement,  and such  Transfer  is pursuant  to Rule 144 of the  Securities  Act
("Rule 144  Transfer"),  such Permitted  Transferee  shall not be required to be
bound by the terms and conditions of this Agreement,  provided however,  that at
the time of the Rule 144 Transfer, the aggregate number of Shares subject to all
Transfers made by such Major  Shareholder  shall not exceed twenty percent (20%)
of the total number of Shares owned by such Major  Shareholder as of the date of
this Agreement (including but not limited to the 500,007 Shares transferred,  in
the aggregate, to the Major Shareholders pursuant to the terms and conditions of
the Convertible  Cured  Promissory Note and Warrant  Purchase  Agreement of even
date  herewith  between the  Company  and  including  those  Shares  transferred
pursuant to Section 4.1.7 of this Agreement and which are not subject to Section
7.2 of  this  Agreement)  (the  Twenty  Percent  Shares").  Notwithstanding  the
foregoing,  all Shares of such Permitted  Transferee  which are transferred by a
Major  Shareholder  pursuant  to the Rule 144  Transfer  in excess of the Twenty
Percent  Shares (). shall be subject to the terms and  conditions of Section 7.2
of this Agreement.

4.     Right of First Offer; CO-SALE AND Tag-Along Rights

       4.1 Proposed Voluntary Transfers

         4.1.1 Offering Notice

         If at any time any Key Shareholder (a "Selling  Shareholder") wishes to
transfer  all  or any  portion  of  its,  his or her  Shares  to a  Third  Party
Purchaser, the Selling Shareholder shall offer those Shares first to Gryffindor,

                                       7
by sending  written  notice (the "Offering  Notice") to Gryffindor,  which shall
state  (a) the  number  of  Shares  proposed  to be  transferred  (the  "Offered
Securities")  and (b) the  proposed  purchase  price per Share which the Selling
Shareholder  is willing to accept  (the  "Offer  Price").  Upon  delivery of the
Offering Notice,  the offer shall be irrevocable  unless and until the rights of
first offer provided for in this Agreement  shall have been waived or shall have
expired.

         4.1.2 Gryffindor Option; Exercise

         (a) For a period of thirty  (30) days after the giving of the  Offering
Notice as contemplated by Section 4.1.1 (the "Option Period"),  Gryffindor shall
have the right (the  "Gryffindor  Option") to purchase all but not less than all
of the Offered  Securities at a purchase price equal to the Offer Price and upon
the  terms  and  conditions  set  forth in the  Offering  Notice.  The  right of
Gryffindor  to purchase all of the Offered  Securities  under this Section 4.1.2
shall be exercisable by delivering  written notice of the exercise of Gryffindor
Option,   prior  to  the  expiration  of  the  Option  Period,  to  the  Selling
Shareholder. The failure of Gryffindor to respond within the Option Period shall
be deemed to be a waiver of the Gryffindor Option; provided, that Gryffindor may
waive its rights under this Section 4.1.2 prior to the  expiration of the Option
Period by giving written notice to the Selling Shareholder.

         (b) If Gryffindor does not purchase all of the Offered Securities under
Section 4.1.2,  then the Selling  Shareholder  may, subject to Section 4.1.5 and
4.1.6, sell the Offered Securities to a Third-Party Purchaser in accordance with
Section 4.1.4.

         4.1.3 Closing

         The closing of the purchase of the Offered Securities subscribed for by
Gryffindor  under  Section  4.1.2  shall be held at such  time and  place as the
parties to the transaction may agree.  At the closing,  the Selling  Shareholder
shall deliver  certificates  representing the Offered Securities,  duly endorsed
for transfer and  accompanied by all requisite  transfer  taxes, if any, and the
Offered  Securities  shall be free  and  clear of any  liens,  claims,  options,
charges,  encumbrances or rights  ("Liens") (other than those arising under this
Agreement) and the Selling Shareholder shall so represent and warrant, and shall
further represent and warrant that it is the sole beneficial and record owner of
the Offered  Securities.  Gryffindor shall deliver at the closing payment of the
purchase  price  in  full  in  immediately   available  funds  for  the  Offered
Securities.  At any closing, all of the parties to the transaction shall execute
any additional documents as are otherwise necessary or appropriate.

         4.1.4 Sale to a Third-Party Purchaser

         If  Gryffindor  elects not to  purchase  the Offered  Securities  under
Section 4.1.2, the Selling  Shareholder may, subject to Section 4.1.5 and 4.1.6,
sell  the  Offered  Securities  to a  Third-Party  Purchaser  on the  terms  and
conditions set forth in the Offering Notice; provided, however, that the sale is
bona  fide and made  under a  contract  entered  into  within  sixty  (60)  days
following the earlier to occur of: (a) the waiver by Gryffindor of its option to
purchase the Offered  Securities  and (b) the  expiration of the Option Period (
such period being referred to as the "Contract Period"); and provided,  further,
that the sale shall not be  consummated  unless  and until all of the  following
conditions are met:

                                       8
(x) The Selling Shareholder shall deliver to the Company and Gryffindor
a  certificate  of a  Third-Party  Purchaser  stating  that (i) the  Third-Party
Purchaser  is aware of the rights of the  Company,  the Major  Shareholders  and
Gryffindor  contained  in this  Agreement  and (ii) prior to the purchase by the
Third-Party  Purchaser  of  any  of  the  Offered  Securities,  the  Third-Party
Purchaser  shall become a party to this  Agreement  and agree to be bound by the
terms and conditions of this Agreement in accordance with Section 3.4 hereof.

         (y) The  consummation of any sale to a Third-Party  Purchaser shall not
be subject to any conditions,  except that it may be conditioned upon the truth,
as of the closing of the proposed  purchase,  of customary  representations  and
warranties  by  the  parties  to the  transaction  and  the  delivery  of  stock
certificates and a customary legal opinion.

         (z) A Third-Party  Purchaser shall have furnished evidence satisfactory
to the Company and Gryffindor, in their reasonable judgment, as to the financial
ability of the Third-Party Purchaser to consummate the proposed purchase.

If any sale is not consummated  within the Contract Period for any reason,  then
the  restrictions  provided for in this Agreement shall again become  effective,
and no transfer of the Offered Securities may subsequently be made thereafter by
the Selling  Shareholder without again offering them to Gryffindor in accordance
with this Section 4.1.

         4.1.5  Gryffindor's  Right  to  Participate  in  the  Sale  of  Offered
Securities

         (a)  If  Gryffindor  elects  not to  purchase  the  Offered  Securities
pursuant to Section 4.1.2,  Gryffindor  shall have the right,  exercisable  upon
written  notice  to such  Selling  Shareholder  within  the  Option  Period,  to
participate in a Transfer of the Offered Securities to the Third Party Purchaser
on the same terms and conditions set forth in the Offering  Notice.  Such notice
from  Gryffindor  shall  indicate  the  number  of shares  Gryffindor  wishes to
Transfer under its right to participate. To the extent Gryffindor exercises such
right of  participation in accordance with the terms and conditions set forth in
this Section  4.1.5,  the number of Gryffindor  Shares that  Gryffindor may sell
shall  be the  number  of  Gryffindor  Shares  that  Gryffindor  wants  to  sell
multiplied by the  fraction,  the numerator of which is the number of Gryffindor
Shares held by Gryffindor and the  denominator of which is the sum of the number
of Gryffindor  Shares held by  Gryffindor  plus the number of Shares held by the
Selling  Shareholder.  The Selling Shareholder shall reduce the number of his or
her  Offered  Securities  by the number of Shares  Gryffindor  elects to sell in
accordance with this Section.

         (b) If Gryffindor  elects to  participate  in the Transfer  pursuant to
this  Section  4.1.5,  then  Gryffindor  shall effect its  participation  in the
Transfer by promptly  delivering to the Selling  Shareholder for transfer to the
prospective  Third Party Purchaser one or more  certificates,  properly endorsed
for transfer,  which  represent the number of Shares that  Gryffindor  elects to
sell.

         (c) The stock certificate or certificates  that Gryffindor  delivers at
closing  shall be  transferred  to the  prospective  Third  Party  Purchaser  in
consummation  of the sale of the  Offered  Securities  pursuant to the terms and
conditions specified in the Offering Notice, and at such closing there shall be

                                       9
paid to  Gryffindor  that portion of the sale  proceeds to which  Gryffindor  is
entitled  by reason of its  participation  in such sale.  To the extent that any
prospective Third Party Purchaser refuses to purchase shares or other securities
from  Gryffindor  exercising  its  right  of  co-sale  hereunder,   the  Selling
Shareholder may only sell to such prospective  Third Party Purchaser that number
of Offered Securities that the Selling  Shareholder would have been permitted to
sell if the Gryffindor Shares had been purchased in the proposed transaction.

         (d) If  Gryffindor  does not  elect to  participate  in the sale of the
Offered Securities,  the Selling Shareholder may, not sooner than the expiration
of the Option Period or later than forty (40) days  following the  expiration of
the Option  Period,  enter into an  agreement  providing  for the closing of the
Transfer of the Offered  Securities covered by the Offering Notice within thirty
(30) days of the date such  agreement is entered into on terms and conditions no
more favorable to the Third Party Purchaser than those described in the Offering
Notice.  Any proposed Transfer on terms and conditions more favorable than those
described in the Offering Notice, as well as any subsequent proposed Transfer of
any of the Offered Securities by the Selling  Shareholder shall again be subject
to the right of first  refusal and  co-sale  rights set forth in Section 4.1 and
shall  require  compliance  by  the  Selling  Shareholder  with  the  procedures
described in Section 4.1.

         (e) The exercise or non-exercise of the rights of Gryffindor  hereunder
to  participate  in one or more  Transfers  of Offered  Securities  made by such
Selling   Shareholders  shall  not  adversely  affect   Gryffindor's  rights  to
participate in subsequent Transfers of Offered Securities.

         4.1.6 Tag-Along Rights

         (a) If the Major  Shareholders  shall desire to Transfer  fifty percent
(50%) or more of the issued and outstanding  Shares held in the aggregate by the
Major  Shareholders  in one or more bona fide  transactions to a bona fide Third
Party  Purchaser,  then the Major  Shareholders  shall give at least thirty (30)
days' advance  written notice thereof to Gryffindor  setting forth the terms and
conditions of the bona fide transaction (a "Tag-Along Notice"). Gryffindor shall
have the right to  participate in such  transaction as an additional  selling or
transferring  party, on identical terms and conditions,  by delivering a written
notice thereof (a "Tag-Along  Election Notice") to the Major Shareholders within
fourteen  (14) days after  Gryffindor's  receipt  of such  Tag-Along  Notice.  A
Tag-Along  Election  Notice shall specify the number of Shares which  Gryffindor
desires  to  Transfer  in such  transaction.  If,  at the time of the  Tag-Along
Notice,  the Note has not been converted or the Warrant has not been  exercised,
Gryffindor  shall have the right to convert  the Note and  exercise  the Warrant
immediately  in  order to  permit  Gryffindor  to  participate  in the  proposed
transaction.

         (b) If the Third  Party  Purchaser  desires to  purchase an amount less
than the sum of all of the  Shares  offered by the Major  Shareholders  plus the
Shares offered by  Gryffindor,  then the number of Shares to sold by each of the
Major  Shareholders  and  Gryffindor  shall be  determined  on a pro rata  basis
calculated based on a ratio, the numerator of which is the number of Shares held
by the  applicable  shareholder  and the  denominator of which is the sum of the
number of Gryffindor Shares held by Gryffindor plus the number of Shares held by
the Major

                                       10
Shareholders  participating in the proposed transaction.  If Gryffindor shall so
elect to  Transfer  Shares in such  transaction,  then the  aggregate  number of
Shares to be sold or transferred by the Major Shareholders shall be reduced,  so
that the  aggregate  number of Shares to be sold or  transferred  to such  third
party  by  Gryffindor  and the  Major  Shareholders  shall  remain  equal to the
aggregate number of Shares which the Major Shareholders  originally  proposed to
sell or transfer in such transaction.

         4.1.7 Voluntary Transfers;No Agreement to be Bound

         Notwithstanding anything to the contrary contained herein, in the event
Gryffindor does not exercise the Gryffindor Option pursuant to Article 4 of this
Agreement, and a Major Shareholder Transfers all or a portion of its, his or her
Shares to a Third Party  Purchaser  subject to and in accordance  with the terms
and conditions of Article 4 of this  Agreement,  and such Transfer is a Rule 144
Transfer,  such Third Party  Purchaser  shall not be required to be bound by the
terms and conditions of this Agreement;  provided  however,  that at the time of
the Rule 144 Transfer,  the aggregate  number of Shares subject to all Transfers
made by such Major Shareholder shall not exceed the Twenty Percent Shares (which
includes those Shares transferred  pursuant to Section 3.5 of this Agreement and
which are not subject to Section  7.2 of this  Agreement).  Notwithstanding  the
foregoing,  all Shares transferred to a Third Party Purchaser in accordance with
the terms and  conditions of Article 4 of this Agreement in excess of the Twenty
Percent  Shares,  shall be subject to the terms and conditions of Section 7.2 of
this Agreement.

         4.2 Involuntary Transfers

             4.2.1 Rights of First Offer upon Involuntary Transfer

             Subject  to  compliance  with  applicable  law,  if an  Involuntary
Transfer  of any Shares  (the  "Transferred  Shares")  owned by any of the Major
Shareholders  shall  occur,  then  the  Key  Shareholders   (excluding  the  Key
Shareholder(s)  whose Shares are the subject of the  Involuntary  Transfer)  and
Gryffindor  shall have the same rights as specified in Sections 4.1.2 and 4.1.3,
respectively,  with  respect  to the  Transferred  Shares as if the  Involuntary
Transfer had been a proposed voluntary transfer by a Selling Shareholder and the
transfer of the Transferred  Shares shall be governed by Section 4.1 except that
(a) the time periods  shall run from the later of (i) the date of receipt by the
other  Key  Shareholders  and  Gryffindor  of actual  notice of the  Involuntary
Transfer  and (ii) the date the  purchase  price is  agreed as  provided  for in
clause (d) below,  (b) the rights shall be exercised by notice to the transferee
of the  Transferred  Shares (the  "Involuntary  Transferee")  rather than to the
Shareholder  who  suffered  or will  suffer the  Involuntary  Transfer,  (c) the
Involuntary  Transferees  shall be required to sell to the Key  Shareholders and
Gryffindor  all  or  any  portion  of  the  Transferred  Shares  which  the  Key
Shareholders and/or Gryffindor notify the Involuntary  Transferee that they wish
to purchase,  and (d) the purchase price per  Transferred  Share shall be agreed
upon by the Involuntary  Transferee and the Key Shareholders  and/or Gryffindor,
as the case may be; provided,  however,  that if the parties fail to agree as to
the  purchase  price,  the  purchase  price  shall  be  the  Fair  Value  of the
Transferred Shares as determined in accordance with Section 4.2.2.

                                       11
4.2.2 Fair Value

             If the  parties  fail to  agree  upon  the  purchase  price  of the
Transferred  Shares  in  accordance  with  Section  4.2.1  hereof,  then the Key
Shareholders  and/or  Gryffindor,  as  the  case  may  be,  shall  purchase  the
Transferred Shares at a purchase price equal to the Fair Value (as defined below
in this paragraph) of the Transferred  Shares. The Fair Value of the Transferred
Shares shall be determined by an independent appraiser (the "Appraiser"),  which
shall  be  a  nationally   recognized  investment  banking  firm  or  nationally
recognized  expert  experienced  in the valuation of  corporations  engaged in a
business  similar to that  conducted  by the  Company.  The  Appraiser  shall be
selected by the Key Shareholders who desire to purchase  Transferred  Shares and
Gryffindor,  and shall be reasonably  acceptable to the Involuntary  Transferee.
The Appraiser shall conduct its  determination  as promptly as practicable.  The
determination  by the  Appraiser  shall be final and binding on the  Involuntary
Transferee,  the Key  Shareholders  and Gryffindor.  The Involuntary  Transferee
shall be responsible for the fees and expenses of the Appraiser. For purposes of
this Section 4.2.2,  the "Fair Value" of the  Transferred  Shares means the fair
market  value of the  Transferred  Shares  determined  in  accordance  with this
Section 4.2.2 based upon all considerations that the Appraiser  determines to be
relevant.

             4.2.3 Closing

             The closing of any purchase under this Section 4.2 shall be held at
such time and place as the parties to the transaction may agree. At any closing,
the  Involuntary  Transferee  shall deliver  certificates,  if such  Involuntary
Transferee  possesses  such  certificates,  or other  instruments  or  documents
representing the Transferred Shares being purchased under this Section 4.2, duly
endorsed  with  a  signature  guarantee  for  transfer  and  accompanied  by all
requisite  transfer taxes, if any, and the Transferred  Shares shall be free and
clear of any Liens  (other than those  arising  hereunder)  arising  through the
action or inaction of the Involuntary  Transferee and the Involuntary Transferee
shall so represent and warrant, and further represent and warrant that it is the
beneficial owner of the Transferred Shares. The Key Shareholders  purchasing the
Transferred  Shares  and/or  Gryffindor,  as the case may be,  shall  deliver at
closing payment of the purchase price in full in immediately available funds for
the Transferred  Shares.  At the closing,  all parties to the transaction  shall
execute any additional documents as are otherwise necessary or appropriate.

             4.2.4 General

             If  the  provisions  of  this  Section  4.2  shall  be  held  to be
unenforceable  with  respect to any  particular  Involuntary  Transfer,  the Key
Shareholders  and Gryffindor  shall have the rights  specified in Sections 4.1.2
and  4.1.3,  respectively,  with  respect  to  any  transfer  by an  Involuntary
Transferee of the Shares,  and each Key  Shareholders  and Gryffindor agree that
any  Involuntary  Transfer  shall be subject to those rights,  in which case the
Involuntary  Transferee  shall  be  deemed  to be the  Selling  Shareholder  for
purposes of Sections 4.1.2 and 4.1.3 of this Agreement and shall be bound by the
provisions  of Sections  4.1.2 and 4.1.3 and other  related  provisions  of this
Agreement.

                                      12
5.     Rights on Future Issuance of Shares

       5.1 Offering Notice

       Except for the Authorized Warrants and capital stock of the Company which
may be issued to  employees,  consultants  or directors of the Company under the
Company's  employee stock option plan, if the Company wishes to issue any shares
of capital stock or any other  securities  convertible  into or exchangeable for
capital stock of the Company (collectively, "New Securities") to any Person (the
"Subject  Purchaser"),  then the Company shall offer the New Securities on a pro
rata basis to Gryffindor by sending  written notice (the "New Issuance  Notice")
to  Gryffindor,  which New  Issuance  Notice  shall  state (a) the number of New
Securities  proposed to be issued and (b) the proposed  purchase price per share
of the New  Securities  that the  Company is willing  to accept  (the  "Proposed
Price").  Upon  delivery of the New  Issuance  Notice,  it shall be  irrevocable
unless and until the rights  provided  for in Section 5.2 shall have been waived
or shall have expired.

       5.2 Preemptive Rights; Exercise

       (a) For a period of thirty (30) days after the giving of the New Issuance
Notice as provided in Section 5.1,  Gryffindor shall have the right to purchase,
on a pro  rata  basis,  the New  Securities  at a  purchase  price  equal to the
Proposed  Price and upon the terms and  conditions set forth in the New Issuance
Notice.  Gryffindor's pro rata share is equal to the ratio of: (i) the number of
shares of the  Company's  capital stock  (including  all shares of capital stock
issued or issuable upon conversion of the Gryffindor Shares) of which Gryffindor
is  deemed  to be a  holder  immediately  prior  to  the  issuance  of  the  New
Securities,  to (ii) the total  number of  shares of the  Company's  outstanding
capital  stock  (including  all shares of capital  stock issued or issuable upon
conversion of the Gryffindor  Shares)  immediately  prior to the issuance of the
New Securities.

       (b)  The  right  of  Gryffindor  to  purchase  the New  Securities  under
subsection (a) above shall be  exercisable  by delivering  written notice of its
exercise, prior to the expiration of the 30-day period referred to in subsection
(a) above, to the Company, which notice shall state the amount of New Securities
that Gryffindor elects to purchase as provided in Section 5.2(a). The failure of
Gryffindor to respond within the 30-day period shall be deemed to be a waiver of
Gryffindor's rights under Section 5.2(a); provided that Gryffindor may waive its
rights under  Section  5.2(a) prior to the  expiration  of the 30-day  period by
giving written notice to the Company.

       5.3 Closing

       The  closing  of  the  purchase  of  New  Securities  subscribed  for  by
Gryffindor under Section 5.2 shall be held at such time and place as the parties
to the  transaction  may  agree.  At the  closing,  the  Company  shall  deliver
certificates  representing  the New Securities,  and the New Securities shall be
issued  free and clear of all  Liens  and the  Company  shall so  represent  and
warrant,  and further  represent and warrant that the New  Securities  shall be,

                                       13
upon issuance of the New  Securities to Gryffindor and after payment for the New
Securities,  duly  authorized,  validly  issued,  fully paid and  nonassessable.
Gryffindor shall deliver at the closing payment in full in immediately available
funds for the New Securities purchased by Gryffindor. At the closing, all of the
parties to the  transaction  shall  execute any  additional  documents  that are
otherwise necessary or appropriate.

       5.4 Failure to Consummate Sale

       If the sale is not consummated  within the three (3) month period for any
reason, then the restrictions  provided for in this Agreement shall again become
effective,  and no issuance and sale of New Securities may  subsequently be made
by the Company without again offering the New Securities in accordance with this
Article 5. The closing of any issue and  purchase  contemplated  by this Section
5.4 shall be held at the time and place as the  parties to the  transaction  may
agree.

6. ANTI-DILUTION

       6.1 Conversion Price

       The initial  Conversion Price shall be the Conversion Price as defined in
the Note. The Conversion  Price shall be subject to adjustment from time to time
as provided below.

       6.2 Adjustment Upon Common Stock Event

       Upon the happening of a Common Stock Event (as hereinafter defined),  the
Conversion Price shall,  simultaneously  with the happening of such Common Stock
Event,  be adjusted by multiplying  the Conversion  Price in effect  immediately
prior to such Common Stock Event by a fraction, (a) the numerator of which shall
be the number of shares of Common Stock issued and outstanding immediately prior
to such Common Stock Event, and (b) the denominator of which shall be the number
of shares of Common Stock issued and outstanding  immediately  after such Common
Stock Event,  and the product so obtained  shall  thereafter  be the  Conversion
Price. As used herein, the term "Common Stock Event" shall mean (w) the issuance
by the  Company of  additional  shares of Common  Stock as a  dividend  or other
distribution on outstanding  Common Stock,  (x) a subdivision of the outstanding
shares of Common Stock into a greater number of shares of Common Stock, or (y) a
combination of the  outstanding  shares of Common Stock into a smaller number of
shares of Common  Stock,  or (z) the  issuance  by the Company of any options or
warrants (other than those specifically set forth on Schedule 1(f) hereto).

       6.3 Adjustments for Other Dividends and Distributions

       If at any time or from time to time the Company  pays a dividend or makes
another distribution to the holders of the Common Stock payable in securities of
the  Company  other  than  shares of  Common  Stock,  then in each  such  event,
provision  shall be made so that the  holders  of the  Gryffindor  Shares  shall
receive upon conversion  thereof,  the amount of securities of the Company which
they would have received had the Note and/or  Warrant been converted into Common
Stock on the date of such event (or such record  date,  as  applicable)  and had
they  thereafter,  during the period from the date of such event (or such record
date,  as  applicable)  to and  including  the  conversion  date,  retained such

                                       14
securities  receivable by them as aforesaid  during such period,  subject to all
other  adjustments  called for during such period under this Section  4.1.8 with
respect to the rights of the holders of the Gryffindor Shares or with respect to
such other securities by their terms.

       6.4 Adjustment for Reclassification, Exchange and Substitution

       If at any time or from time to time the Common  Stock  issuable  upon the
conversion  of the Note or exercise of the Warrant is changed into the same or a
different  number  of  shares  of any class or  classes  of  stock,  whether  by
recapitalization,  reclassification  or otherwise  (other than by a Common Stock
Event or a stock  dividend,  reorganization,  merger,  consolidation  or sale of
assets  provided  for  elsewhere in this Article 6), then in any such event each
holder of  Gryffindor  Shares  shall have the right  thereafter  to convert such
stock  into the kind and  amount  of stock  and other  securities  and  property
receivable  upon  such  recapitalization,  reclassification  or other  change by
holders of the number of shares of Common  Stock into which Note and/or  Warrant
could  have  been  converted   immediately   prior  to  such   recapitalization,
reclassification or change, all subject to further adjustment as provided herein
or with respect to such other securities or property by the terms thereof.

       6.5 Sale of Shares Below Conversion Price

         6.5.1 Adjustment Formula

         If at any time or from time to time the Company issues or sells,  or is
deemed by the provisions of this Section 6.5 to have issued or sold,  Additional
Shares of Common Stock (as  hereinafter  defined),  otherwise than in connection
with a Common Stock Event as provided in Section 6.2, a dividend or distribution
as  provided  in Section 6.3 or a  recapitalization,  reclassification  or other
change as  provided  in  Section  6.4,  at an  Effective  Price (as  hereinafter
defined) that is less than the Conversion Price in effect  immediately  prior to
such issue or sale,  then, and in each such case, the Conversion  Price shall be
reduced,  as of the close of business on the date of such issue or sale,  to the
Effective Price at which such Additional Shares of Common Stock are so issued or
sold.

         6.5.2 Certain Definitions

         For the purpose of making any  adjustment  required  under this Section
6.5:

         (a) "Additional Shares of Common Stock" shall mean all shares of Common
Stock issued by the Company after the date hereof,  whether or not  subsequently
reacquired  or retired by the  Company,  other than:  (A) shares of Common Stock
issued or issuable upon  conversion of the Note and/or  exercise of the Warrant;
and (B) up to 2,000,000  shares of Common Stock (or options,  warrants or rights
therefor)  issued to  employees,  officers,  or  directors  of, or  contractors,
consultants or advisers to, the Company  pursuant to the Company's 2002 Employee
Stock Option Plan (such number of shares to be calculated net of any repurchases
of such shares by the Company and net of any such expired or terminated options,
warrants or rights and to be  proportionally  adjusted to reflect any subsequent
Common Stock Event);

         (b) "Aggregate  Consideration Received" by the Company for any issue or
sale (or deemed issue or sale) of securities shall (A) to the extent it consists

                                       15
of cash, be computed at the gross amount of cash received by the Company  before
deduction  of  any   underwriting  or  similar   commissions,   compensation  or
concessions paid or allowed by the Company in connection with such issue or sale
and without deduction of any expenses payable by the Company;  (B) to the extent
it consists of property  other than cash,  be computed at the fair value of that
property  as  determined  in good  faith by the Board  (with the  consent of the
Gryffindor  Director,  which  shall not be  unreasonably  withheld);  and (C) if
Additional Shares of Common Stock,  Convertible  Securities or Rights or Options
to purchase either Additional  Shares of Common Stock or Convertible  Securities
are issued or sold  together  with other stock or  securities or other assets of
the Company for a consideration which covers both, be computed as the portion of
the consideration so received that may be reasonably determined in good faith by
the Board to be allocable to such Additional Shares of Common Stock, Convertible
Securities or Rights or Options.

         (c)  "Convertible  Securities"  shall  mean  stock or other  securities
convertible into or exchangeable for shares of Common Stock.

         (d) "Effective  Price" of Additional  Shares of Common Stock shall mean
the quotient  determined  by dividing the total number of  Additional  Shares of
Common  Stock  issued or sold,  or deemed  to have been  issued or sold,  by the
Company under this Section 6.5, into the Aggregate  Consideration  Received,  or
deemed to have been  received,  by the Company  under this  Section 6.5, for the
issuance of such Additional Shares of Common Stock; and

         (e) "Rights or Options" shall mean warrants, options or other rights to
purchase or acquire shares of Common Stock or Convertible Securities.

         6.5.3 Deemed Issuances

         For the  purpose  of making  any  adjustment  to the  Conversion  Price
required  under this Section  6.5, if the Company  issues or sells any Rights or
Options or Convertible  Securities  and if the Effective  Price of the shares of
Common  Stock  issuable  upon  exercise  of such  Rights or  Options  and/or the
conversion or exchange of Convertible  Securities (computed without reference to
any additional or similar protective or anti-dilution  clauses) is less than the
Conversion  Price then in effect for the  Gryffindor  Shares,  then the  Company
shall be deemed to have  issued,  at the time of the  issuance  of such  Rights,
Options or Convertible  Securities,  that number of Additional  Shares of Common
Stock that is equal to the  maximum  number of shares of Common  Stock  issuable
upon exercise or conversion of such Rights,  Options or  Convertible  Securities
upon  their  issuance  and to  have  received,  as the  Aggregate  Consideration
Received for the issuance of such shares, an amount equal to the total amount of
the  consideration,  if any,  received by the  Company for the  issuance of such
Rights or Options or Convertible Securities, plus, in the case of such Rights or
Options,  the minimum amounts of  consideration,  if any, payable to the Company
upon the  exercise  in full of such  Rights  or  Options,  plus,  in the case of
Convertible Securities, the minimum amounts of consideration, if any, payable to
the Company (other than by cancellation of liabilities or obligations  evidenced
by such  Convertible  Securities)  upon  the  conversion  or  exchange  thereof,
provided that:

                                       16
(i) if the minimum amounts of such consideration cannot be ascertained,
but are a function of  anti-dilution  or similar  protective  clauses,  then the
Company  shall be deemed to have received the minimum  amounts of  consideration
without reference to such clauses;

         (ii) if the minimum amount of consideration payable to the Company upon
the exercise of Rights or Options or the  conversion or exchange of  Convertible
Securities  is reduced over time or upon the  occurrence  or  non-occurrence  of
specified  events other than by reason of  anti-dilution  or similar  protective
adjustments,  then the Effective Price shall be recalculated using the figure to
which such minimum amount of consideration is reduced; and

         (iii) if the  minimum  amount of  consideration  payable to the Company
upon the  exercise  of such Rights or Options or the  conversion  or exchange of
Convertible Securities is subsequently increased, then the Effective Price shall
again be  recalculated  using the  increased  minimum  amount  of  consideration
payable  to the  Company  upon the  exercise  of such  Rights or  Options or the
conversion or exchange of such Convertible Securities.

No further  adjustment of the  Conversion  Price,  adjusted upon the issuance of
such Rights or Options or Convertible  Securities,  shall be made as a result of
the actual issuance of shares of Common Stock on the exercise of any such Rights
or Options or the conversion or exchange of any such Convertible Securities.  If
any such  Rights or Options or the  conversion  rights  represented  by any such
Convertible  Securities shall expire without having been fully  exercised,  then
the Conversion  Price as adjusted upon the issuance of such Rights or Options or
Convertible  Securities  shall be readjusted to the Conversion Price which would
have  been in effect  had an  adjustment  been  made on the basis  that the only
shares of Common Stock so issued were the shares of Common  Stock,  if any, that
were actually issued or sold on the exercise of such Rights or Options or rights
of conversion  or exchange of such  Convertible  Securities,  and such shares of
Common  Stock,  if any,  were  issued  or sold  for the  consideration  actually
received by the Company  upon such  exercise,  plus the  consideration,  if any,
actually received by the Company for the granting of all such Rights or Options,
whether or not exercised, plus the consideration received for issuing or selling
all such  Convertible  Securities  actually  converted  or  exchanged,  plus the
consideration,  if  any,  actually  received  by  the  Company  (other  than  by
cancellation  of  liabilities  or  obligations  evidenced  by  such  Convertible
Securities)  on the  conversion  or  exchange  of such  Convertible  Securities,
provided  that  such  readjustment  shall  not  apply  to prior  conversions  of
Preferred Stock. In the event that the Gryffindor  Shares have been converted at
the adjusted Conversion Price prior to the expiration of such Rights, Options or
rights of conversion or exchange (the "Pre-readjustment Converted Shares"), then

                                       17
notwithstanding  the foregoing the Conversion  Price  following such  expiration
shall be that  amount  which,  when used to  calculate  the  number of shares of
Common Stock into which the remaining shares  convertible  under the Note and/or
exercisable  under the  Warrant,  results in a number of shares of Common  Stock
which,  when added to the number of shares of Common Stock previously  issued on
conversion of the Note and exercise of the Warrant,  equals the number of shares
of Common Stock which would have been issuable  following such  readjustment had
the Pre-readjustment Converted Shares not been converted.

         6.5.4 Certificate of Adjustment

         In each case of an adjustment or readjustment of the Conversion  Price,
the Company, at its expense,  shall cause its Chief Financial Officer to compute
such adjustment or  readjustment  in accordance  with the provisions  hereof and
prepare a certificate  showing such adjustment or  readjustment,  and shall mail
such  certificate,  by first class mail,  postage  prepaid,  to each  registered
holder  of the  Gryffindor  Shares  at the  holder's  address  as  shown  in the
Company's books.

7.       After-Acquired Securities; Agreement to be Bound

       7.1 After-Acquired Securities

       All of the provisions of this Agreement  shall apply to all of the Shares
and Common  Stock  Equivalents  now owned or which may be issued or  transferred
subsequent to the execution of this Agreement to a Shareholder in consequence of
any additional  issuance,  purchase,  exchange or reclassification of any of the
Shares or Common Stock Equivalents,  corporate reorganization, or any other form
of recapitalization,  consolidation,  merger, share split or share dividend,  or
which are acquired by a Shareholder in any other manner.

       7.2 Agreement to be Bound

       Except:with  respect to shares  issued under the  Company's  stock option
plan to Persons who are not Major  Shareholders  and Daniel  Hamilton and shares
issued  pursuant  to the  Authorized  Warrants  to  Persons  who are  not  Major
Shareholders  and  Daniel  Hamiltonthe  Company  shall not  issue any  shares of
Company capital stock or any Common Stock  Equivalents to any Person not a party
to this  Agreement,  unless  either  (a) the  Person has agreed in writing to be
bound by the  terms and  conditions  of this  Agreement  or (b) the  Person  has
entered into an agreement with the Company  restricting the transfer of its, his
or her shares in form and substance reasonably satisfactory to Gryffindor.  Upon
becoming a party to this  Agreement,  the Person shall be deemed to be and shall
be subject to the same  obligations  as an Other  Shareholder.  Any  issuance of
shares or any Common  Stock  Equivalents  by the  Company in  violation  of this
Section 7.2 shall be null and void ab initio.

8.       Corporate Governance

       8.1 General

       From and after the  execution  of this  Agreement,  subject to the rights
granted to Gryffindor  in Section 2 of this  Agreement,  each Major  Shareholder
shall  vote  its,  his or her  Shares  at any  regular  or  special  meeting  of
shareholders of the Company (a "Shareholders Meeting") or in any written consent
executed in lieu of a meeting of shareholders (a "Written  Consent"),  and shall
take all  other  actions  necessary  to give  effect to the  provisions  of this
Agreement (including, without limitation, Section 8.3 hereof) and to ensure that
the Charter  Documents do not, at any subsequent  time,  conflict in any respect
with the provisions of this Agreement. In addition, each Major Shareholder shall

                                       18
vote  its,  his or her  Shares at any  Shareholders  Meeting  or act by  Written
Consent with respect to its, his or her Shares,  upon any matter  submitted  for
action by the Company's  shareholders  or with respect to which the  Shareholder
may vote or act by Written  Consent,  in conformity  with the specific terms and
provisions of this Agreement and the Charter Documents.

       8.2 Shareholder Actions

       To  effectuate  the  provisions of this Article 8, each  Shareholder  (a)
hereby  agrees  that  when any  action  or vote is  required  to be taken by the
Shareholder as provided in this Agreement,  the  Shareholder  shall use its best
efforts to call, or cause the appropriate  officers and directors of the Company
to call, a Shareholders  Meeting or to execute or cause to be executed a Written
Consent to effectuate the shareholder action, (b) shall use its, his or her best
efforts  to cause the Board of  Directors  to adopt,  either at a meeting of the
Board of Directors or by unanimous  written  consent of the Board of  Directors,
all the resolutions necessary to effectuate the provisions of this Agreement and
(c) shall use its,  his or her best  efforts to cause the Board of  Directors to
cause the Secretary of the Company, or if there be no secretary, another officer
of the  Company  appointed  by the Board of  Directors  to fulfill the duties of
Secretary,  not to  record  any vote or  consent  contrary  to the terms of this
Article 8.

       8.3 Major Shareholders'  Election of Gryffindor Director to the Company's
Board of Directors; Observer Rights

       (a) Each  Major  Shareholder  shall  vote its,  his or her  Shares at any
Shareholders  Meeting, or act by Written Consent with respect to the Shares, and
take all  other  actions  necessary  to cause to the Board of  Directors  of the
Company to (i) consist of no less than three but no greater than five directors,
one of which shall be the Gryffindor  Director in accordance  with the terms set
forth herein;

       (b) Upon Gryffindor's request, each Major Shareholder shall vote its, his
or her  Shares at any  Shareholders  Meeting,  or act by  Written  Consent  with
respect  to the  Shares,  and take all other  actions  necessary  to cause to be
elected to the Board of  Directors  of the Company one  director  designated  in
writing from time to time by Gryffindor (the "Gryffindor Director");

       (c) At such time as a representative of Gryffindor is duly elected to the
Board of Directors of the Company,  then immediately upon the  representative of
Gryffindor joining the Board of Directors,  the Board of Directors shall consist
of at least three, but no more than five , directors.

       (d) Upon Gryffindor's request, each Major Shareholder shall vote its, his
or her  Shares at any  Shareholders  Meeting,  or act by  Written  Consent  with
respect  to the  Shares,  and take all  other  actions  necessary  to cause  the
Gryffindor Director to be elected or appointed to each committee of the Board of
Directors;

       (e) At any time that a  Gryffindor  Director is not a member of the Board
of  Directors,  Gryffindor  shall have the right to  designate  one person  (the

                                       19
"Gryffindor  Observer")  to attend all meetings of the Board of  Directors,  and
such  person  shall be  permitted,  to the  extent  practicable,  to attend  all
meetings of Committees thereof, as an observer, who also shall have the right to
receive all  materials  sent or given to the Board of  Directors;(f)  If, at any
time,  a  vacancy  is  created  on the  Board  of  Directors  by  reason  of the
incapacity,  death,  removal or  resignation of the  Gryffindor  Director,  then
Gryffindor  shall  designate  an  individual  who shall be  elected  to fill the
vacancy until the next Shareholders Meeting; and

       (g)Upon  receipt of notice of the  designation  of a nominee,  each Major
Shareholder  shall,  as soon as practicable  after the date of the notice,  take
action,  including  the voting of its, his or her Shares,  to elect the director
designated to fill the vacancy pursuant to the foregoing provisions.

       8.4  Company's  Election  of  Gryffindor  Director  to  Xantech  Board of
Directors; Observer Rights

       (a) The  Company  agrees to use all  reasonable  efforts,  and each Major
Shareholder agrees to vote its, his or her Shares, to cause the Company, to vote
its shares ("Xantech Shares") in Xantech  Pharmaceuticals,  Inc., a wholly owned
subsidiary of the Company  ("Xantech") at any Xantech  shareholders  meeting, or
act by Written  Consent with respect to the Xantech  Shares,  and take all other
actions necessary to cause the board of directors of Xantech (the "Xantech Board
of  Directors")  to  consist  of no less  than  three but no  greater  than five
directors,  one of which shall be the Gryffindor Director in accordance with the
terms set forth herein;

       (b)  Upon  Gryffindor's  request  (i)  the  Company  agrees  to  use  all
reasonable  efforts,  and (ii) each Major Shareholder agrees to vote its, his or
her Shares,  to cause the  Company,  to vote its  Xantech  Shares at any Xantech
shareholders  meeting,  or act by Written  Consent  with  respect to the Xantech
Shares,  and take all other  actions  necessary  to cause to be  elected  to the
Xantech Board of Directors, the Gryffindor Director;

       (c) At such time as a representative of Gryffindor is duly elected to the
Xantech  Board  of  Directors,  then  immediately  upon  the  representative  of
Gryffindor  joining  the  Xantech  Board  of  Directors,  the  Xantech  Board of
Directors shall consist of at least three, but no more than five,directors.

       (d)  Upon  Gryffindor's  request  (i)  the  Company  agrees  to  use  all
reasonable  efforts,  and (ii) each Major Shareholder agrees to vote its, his or
her Shares,  to cause the  Company,  to vote its  Xantech  Shares at any Xantech
shareholders  meeting,  or act by Written  Consent  with  respect to the Xantech
Shares, and take all other actions necessary to cause the Gryffindor Director to
be elected or appointed to each committee of the Xantech Board of Directors;

       (e) At any time that a Gryffindor Director is not a member of the Xantech
Board of  Directors,  Gryffindor  shall have the right to designate a Gryffindor

                                       20
Observer  to attend all  meetings of the Xantech  Board of  Directors,  and such
person shall be permitted, to the extent practicable,  to attend all meetings of
committees thereof, as an observer, who also shall have the right to receive all
materials sent or given to the Xantech Board of Directors.

       (f) If, at any  time,  a  vacancy  is  created  on the  Xantech  Board of
Directors by reason of the  incapacity,  death,  removal or  resignation  of the
Gryffindor Director,  then Gryffindor shall designate an individual who shall be
elected to fill the vacancy until the next Xantech shareholders meeting; and

       (g) Upon receipt of notice of the  designation of a nominee,  the Company
agrees to use all reasonable efforts,  and each Major Shareholder agrees to vote
its, his or her Shares,  to cause the Company,  as soon as practicable after the
date of the notice, to take action,  including the voting of its Xantech Shares,
to elect the director  designated to fill the vacancy  pursuant to the foregoing
provisions.

       8.5 Reimbursement of Expenses

       Notwithstanding anything to the contrary contained in this Agreement, the
Company  shall  reimburse  Gryffindor  or their  respective  designees,  for all
reasonable travel and accommodation expenses incurred by the Gryffindor Director
in  connection  with the  performance  of his or her duties as a director of the
Company.

9. Stock Certificate Legend

       A copy of this Agreement shall be filed with the Secretary of the Company
and kept with the records of the Company.  Each certificate  representing Shares
now held or subsequently  acquired by any Major Shareholder shall for as long as
this Agreement is effective bear legends substantially in the following forms:

                  THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
         THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED
         EXCEPT  UNDER AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE ACT AND
         APPLICABLE STATE SECURITIES LAWS OR UNDER AN APPLICABLE  EXEMPTION FROM
         THE   REGISTRATION   REQUIREMENTS  OF  THE  ACT  AND  APPLICABLE  STATE
         SECURITIES LAWS.

                  THE SALE, ASSIGNMENT,  HYPOTHECATION,  PLEDGE,  ENCUMBRANCE OR
         OTHER  DISPOSITION  (EACH  A  "TRANSFER")  AND  VOTING  OF  ANY  OF THE
         SECURITIES  REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS
         OF THE  SHAREHOLDERS  AGREEMENT,  DATED AS OF  NOVEMBER  26,  2002 (THE
         "SHAREHOLDERS AGREEMENT"),  AMONG PROVECTUS PHARMACEUTICALS,  INC., AND
         THE  SHAREHOLDERS  NAMED  THEREIN.  THE COMPANY  WILL NOT  REGISTER THE
         TRANSFER OF THE SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL
         THE  TRANSFER  HAS  BEEN  MADE IN  COMPLIANCE  WITH  THE  TERMS  OF THE

                                       21
SHAREHOLDERS   AGREEMENT.   THE  COMPANY   WILL  MAIL  A  COPY  OF  THE
         SHAREHOLDERS  AGREEMENT,  TOGETHER  WITH A COPY OF THE EXPRESS TERMS OF
         THE SECURITIES AND THE OTHER CLASS OR CLASSES AND SERIES OF SHARES,  IF
         ANY, WHICH THE COMPANY IS AUTHORIZED TO ISSUE,  TO THE RECORD HOLDER OF
         THIS CERTIFICATE,  WITHOUT CHARGE,  WITHIN FIVE DAYS AFTER RECEIPT OF A
         WRITTEN REQUEST FOR IT.

Each  certificate  representing  Shares  now held or  subsequently  acquired  by
Gryffindor  shall bear legends  substantially  in the  following  form until the
earlier  of:  (a) the date on which the Shares are  registered  for public  sale
pursuant to a Registration  Statement;  and (b) the date on which the Shares may
otherwise be sold in accordance  with the applicable  securities  laws, at which
time,  in the case of  either  (a) or (b),  the  Company  shall  take all  steps
necessary to remove such legends and reissue certificates without such legends:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "ACT"),  OR THE
         SECURITIES  LAWS OF ANY STATE.  THE  SECURITIES  MAY NOT BE TRANSFERRED
         EXCEPT  UNDER AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE ACT AND
         APPLICABLE STATE SECURITIES LAWS OR UNDER AN APPLICABLE  EXEMPTION FROM
         THE   REGISTRATION   REQUIREMENTS  OF  THE  ACT  AND  APPLICABLE  STATE
         SECURITIES LAWS.

10.      Miscellaneous

       10.1 Notices

       All  notices,  requests,  demands  and other  communications  required or
permitted  under this  Agreement  or by law shall be in writing and given to the
parties at the address  listed  below (or to such other  address as shall at any
time be  designated  by any  party in  writing  to the  other  parties):  (a) by
certified U.S. mail, return receipt requested, postage prepaid; (b) by facsimile
transmission (provided confirmation of the receipt thereof is obtained);  (c) by
recognized  overnight  courier  service  (e.g.,  Federal  Express);  or  (d)  by
hand-delivery:

                To Gryffindor:         Gryffindor Capital Partners I, L.L.C.
                                       150 North Wacker Drive, Suite 800
                                       Chicago, Illinois 60606
                                       Facsimile: (312) 499-1935
                                       Attention: Stuart Fuchs

                with a copy to:        Piper Rudnick
                                       203 N. LaSalle Street
                                       Suite 1800
                                       Chicago, IL  60504
                                       Attn:  Deborah Gersh

                                       22
To Provectus:          Provectus Pharmaceuticals, Inc.
                                       7327 Oak Ridge Highway, Suite A
                                       Knoxville, TN  37931
                                       Attn:  Timothy C. Scott, Ph.D., President
                                       Facsimile: (865) 539-9654

                with a copy to:        Baker, Donelson, Bearman & Caldwell
                                       2200 Riverview Tower
                                       900 South Gay Street
                                       Knoxville, TN  37902
                                       Attn:  David L. Morehous, Esq.
                                       Facsimile:  (865) 633-7120

       If to any other Shareholder,  at its, his or her address as it appears on
the record books of the Company.  All such notices shall be deemed effective (a)
when actually delivered or when sent by facsimile (upon electronic  confirmation
of receipt),  (b) three days after being  deposited  in the United  States mail,
first  class,  postage  prepaid,  or (c)  one day  after  being  delivered  to a
reputable overnight delivery service.

       10.2 Successors and Assigns

       This  Agreement  shall be  binding  upon and inure to the  benefit of the
parties   and  their   respective   successors,   heirs,   legatees   and  legal
representatives.  This Agreement is not assignable  except in connection  with a
transfer of Shares in accordance with this Agreement.

       10.3 Amendment and Waiver

       (a) Except as  specifically  set forth in this  Agreement,  no failure or
delay on the part of any party in exercising any right, power or remedy provided
for in this Agreement  shall operate as a waiver of the right,  power or remedy,
nor shall any single or partial exercise of any right,  power or remedy preclude
any other or further  exercise of the right,  power or remedy or the exercise of
any other right,  power or remedy.  The remedies  provided for in this Agreement
are  cumulative  and are not  exclusive of any remedies that may be available to
the parties to this Agreement at law, in equity or otherwise.

       (b) Any amendment,  supplement or  modification of or to any provision of
this Agreement, any waiver of any provision of this Agreement and any consent to
any  departure by any party from the terms of any  provision of this  Agreement,
shall be effective  only if it is made or given in writing and signed by (i) the
Company, (ii) the Major Shareholders holding Shares representing at least 51% of
the Shares owned by all of the Major  Shareholders,  and (iii)  Gryffindor.  Any
amendment, supplement, modification, waiver or consent shall be binding upon the
Company and all of the Shareholders.

                                       23
10.4 Counterparts

       This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original,  and all of which taken together  shall  constitute
one and the same instrument.

       10.5 Specific Performance

       The parties intend that each of the parties has the right to seek damages
or  specific  performance  if any  other  party  fails to  perform  the  party's
obligations  under this Agreement.  Therefore,  if any party shall institute any
action or proceeding  to enforce the  provisions  of this  Agreement,  any party
against whom or against  which the action or  proceeding  is brought  waives any
claim or defense that the plaintiff party has an adequate remedy at law.

       10.6 Headings

       The headings in this Agreement are for  convenience of reference only and
shall not limit or otherwise affect the meaning of this Agreement.

       10.7 Governing Law

       This agreement  shall be governed by and construed in accordance with the
laws of the State of Nevada  applicable to  agreements  made and to be performed
entirely in that state, without regard to the principles of conflicts of laws of
any jurisdiction.

       10.8 Severability

       If any one or more of the  provisions  contained  in this  Agreement,  or
their application in any circumstance, is held invalid, illegal or unenforceable
in any respect for any reason, the validity, legality and enforceability of that
provision  in  every  other  respect  and of the  remaining  provisions  of this
Agreement shall not be in any way impaired,  unless the provisions held invalid,
illegal  or  unenforceable  shall  substantially  impair  the  benefits  of  the
remaining provisions of this Agreement.

       10.9 Entire Agreement

       This Agreement,  together with its exhibits,  schedules and addenda,  and
the  other  Transaction  Documents  are  intended  by  the  parties  as a  final
expression  of their  agreement  and  intended  to be a complete  and  exclusive
statement of the  agreement and  understanding  of the parties in respect of the
subject matter of the Agreement. There are no restrictions, promises, warranties
or  undertakings,  other than those set forth or referred to in this  Agreement.
This Agreement,  together with its exhibits,  supersede all prior agreements and
understandings between the parties with respect to its subject matter.

                                       24
10.10 Term and Termination

       (a) This  Agreement  shall become  effective upon its execution and shall
terminate  when the last of the  Articles  set forth below no longer  remains in
effect.

       (b) Article 2 shall  remain in effect  until the earlier to occur of: (i)
the date on which all of the principal and interest due and owing under the Note
has been paid in full and all of the  Warrant  Shares have been  registered  for
public sale pursuant to a Registration Statement;  (ii) the date on which all of
the  Gryffindor  Shares  have been  registered  for public  sale  pursuant  to a
Registration Statement;  (iii) following the conversion of the Note, the date on
which Gryffindor owns less than ten percent (10%) of the Principal  Shares;  and
(iv) the date on which the Company  closes on an  investment  from a third party
reasonably  acceptable to Gryffindor  ("Third Party  Investor") in an amount not
less than Three  Million  Dollars  ($3,000,000),  in exchange  for shares of the
Company,  provided  that such  investment is on terms  reasonably  acceptable to
Gryffindor and, as a condition to the closing of such investment, Gryffindor has
the right to either: (x) be repaid in full for all of the outstanding  principal
balance plus all accrued and unpaid  interest under the Note in accordance  with
the terms of the Note;  or (y) convert  the unpaid  principal  balance  plus all
accrued and unpaid  interest  under the Note into Common Stock of the Company in
accordance with the terms of the Note.

       (c)  Articles 3, 4 and 5 shall  remain in effect  until the date on which
all of the Gryffindor  Shares have been registered for public sale pursuant to a
Registration Statement; provided, however, that the terms of Section 4.1.6 shall
remain in effect  until the  earlier  of:  (i) the date on which the  Gryffindor
Shares  have  been  registered  for  public  sale  pursuant  to  a  Registration
Statement,  (ii)  following  the  conversion  of the  Note,  the  date on  which
Gryffindor owns less than ten percent (10%) of the Principal  Shares;  and (iii)
the date on which all of the principal and interest due and owing under the Note
has been paid in full and all of the  Warrant  Shares have been  registered  for
public sale pursuant to a Registration Statement.

       (d)  Articles 6 shall remain in effect until the earlier of: (i) the date
on which the Gryffindor  Shares have been registered for public sale pursuant to
a Registration Statement, (ii) following the conversion of the Note, the date on
which Gryffindor owns less than ten percent (10%) of the Principal  Shares;  and
(iii) the date on which all of the  principal  and  interest due and owing under
the  Note  has  been  paid  in full  and all of the  Warrant  Shares  have  been
registered for public sale pursuant to a Registration Statement.

       (e) Article 8 shall remain in effect until,  following the  conversion of
the Note, the date on which  Gryffindor  owns less than ten percent (10%) of the
Principal Shares.

       10.11 Further Assurances

       Each of the parties shall,  and shall cause their  respective  affiliates
to, execute those instruments and take any action as may be reasonably  required
or desirable to carry out the provisions of, and the  transactions  contemplated
by, this Agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       25
IN WITNESS  WHEREOF,  the  undersigned  have executed,  or have cause to be
executed, this Agreement as of the date first written above.

                                     PROVECTUS PHARMACEUTICALS, INC.
                                     a Nevada corporation

                                     By:/s/ Craig Dees
                                        -----------------------
                                        Craig Dees, Ph.D.,
                                        Chief Executive Officer

                                     GRYFFINDOR CAPITAL PARTNERS I, L.L.C.
                                     By:

                                     By:/s/ Stuart Fuchs
                                     -------------------------
                                     Name:  Stuart Fuchs
                                     Title:  Managing Principal

                                     THE MAJOR SHAREHOLDERS:

                                     /s/ Craig Dees
                                     -----------------
                                     Craig Dees, Ph.D.

                                     THE DEES FAMILY FOUNDATION

                                     By: /s/ Craig Dees
                                     ------------------
                                     Name: Craig Dees
                                     Its: President

                                     /s/ Eric A. Wachter
                                     -------------------
                                     Eric A. Wachter, Ph.D.

                       26
THE ERIC A. WACHTER 1998 CHARITABLE
                                     REMAINDER UNITRUST

                                     By: /s/ Eric A. Wachter
                                     -----------------------
                                     Name: Eric A. Wachter
                                     Its: Trustee

                                     /s/ Timothy C. Scott
                                     -----------------------
                                     Timothy C. Scott, Ph.D.

                                     THE SCOTT FAMILY INVESTMENT
                                     LIMITED PARTNERSHIP

                                     By: /s/ Timothy C. Scott
                                     ------------------------
                                     Name: Timothy C. Scott
                                     Its: General Partner

                                     /s/ Walter Fisher
                                     ------------------
                                     Walter Fisher, Ph.D.

                                     THE FISHER FAMILY INVESTMENT
                                     LIMITED PARTNERSHIP

                                     By: /s/ Walter Fisher
                                     ---------------------
                                     Name: Walter Fisher
                                     Its: General Partner

                                       27
THE WALT FISHER 1998 CHARITABLE
                                     REMAINDER UNITRUST

                                     By: /s/ Walter Fisher
                                     ---------------------
                                     Name: Walter Fisher
                                     Its: Trustee

                                     /s/ John T. Smolik
                                     ------------------
                                     John T. Smolik

                                     THE SMOLIK FAMILY LLP

                                     By: /s/ John T. Smolik
                                     ----------------------
                                     Name: John T. Smolik
                                     Its: General Partner

                                       28
Exhibit 99.1

Provectus Pharmaceuticals Inc. Completes Initial $1 Million Financing

KNOXVILLE, Tenn.--(BUSINESS WIRE)--Nov. 26, 2002--Provectus Pharmaceuticals Inc.
(OTCBB:PVCT)  today  announced  the  closing  of a $1 million  convertible  debt
financing with Gryffindor Capital Partners, LLC.

The secured debt,  with a term of two years,  will accrue  interest at a rate of
eight  percent  per annum and may be  converted  to common  stock from the first
anniversary date of the loan to the second anniversary date of the loan. At that
point, if not converted,  it will be due and payable.  The conversion  price for
the loan principal is just under $0.74 per share.

"The  proceeds  will  be used to  provide  working  capital  and to  launch  our
over-the-counter  products,"  said Provectus CFO Dan Hamilton.  "We believe this
initial  financing  will go a long way toward  introducing  these  products  and
commencing clinical development of our prescription medications and treatments."

About Gryffindor Capital Partners, LLC

Gryffindor  Capital Partners,  LLC is a private equity company with headquarters
in Chicago.  Gryffindor provides venture capital to growth and development-stage
information  technology,  life sciences, and business service firms based in the
United  States.  Gryffindor's  objective  is to  invest in  companies  that have
outstanding management teams and the potential for significant, long-term equity
appreciation.

The company's  offices are located at 150 North Wacker Dr., Suite 800,  Chicago,
Ill. 60606; 312/827-2280.

About Provectus Pharmaceuticals Inc.

Provectus  Pharmaceuticals  will be  licensing  and  selling  products  in three
sectors of the health care industry: 1) prescription medications and treatments,
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  offices and  laboratory  are located at 7327 Oak Ridge  Highway,
Suite A Knoxville, TN 37931; Telephone: 865/769-4011.

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