UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
--------------------------------------------------------------------------------

                                   FORM 10-QSB
(Mark One)

|X|            QUARTERLY  REPORT  UNDER  SECTION  13 OR 15(D) OF THE  SECURITIES
               EXCHANGE ACT OF 1934

               FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003

OR

|_|            TRANSITION  REPORT  UNDER  SECTION 13 OR 15(D) OF THE  SECURITIES
               EXCHANGE ACT OF 1934

               FOR THE TRANSITION PERIOD FROM __________ TO _______________

COMMISSION FILE NUMBER: 0-9410

PROVECTUS PHARMACEUTICALS, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)

                 NEVADA                                         90-0031917
-------------------------------------------               ----------------------
      (State or other jurisdiction of                        (I.R.S. Employer
      incorporation or organization)                      Identification Number)

7327 OAK RIDGE HIGHWAY SUITE A, KNOXVILLE, TN                     37931
-------------------------------------------------          ---------------------
   (Address of Principal Executive Offices)                     (Zip Code)

865/769-4011

(Issuer's Telephone Number, Including Area Code)

N/A

(Former Name, Former Address & Former Fiscal Year, if Changed Since Last Report)

Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past

90 days. Yes |X| No |_|

     The number of shares  outstanding of the issuer's  stock,  $0.001 par value
per share, as of August 13, 2003 was 9,487,689.

     Transitional Small Business Disclosure Format (check one): Yes |_| No |X|


PROVECTUS PHARMACEUTICALS, INC.
QUARTERLY REPORT ON FORM 10-QSB

                                TABLE OF CONTENTS                           Page
                                                                            ----

PART I FINANCIAL INFORMATION...................................................1

     ITEM 1.    FINANCIAL STATEMENTS...........................................1
         Index To Consolidated Financial Statements............................1
         Consolidated Balance Sheets...........................................2
         Consolidated Statements of Operations.................................3
         Consolidated Statements of Stockholders' Equity.......................4
         Consolidated Statements of Cash Flows.................................5
         Notes to Consolidated Financial Statements............................6

     ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR
                 PLAN OF OPERATION.............................................8
         Overview..............................................................8
         Going Concern........................................................10
         Plan of Operation....................................................11
         Forward-Looking Statements...........................................14

     ITEM 3.    CONTROLS AND PROCEDURES.......................................14

PART II OTHER INFORMATION.....................................................15

     ITEM 1.    LEGAL PROCEEDINGS.............................................15

     ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS.....................16

     ITEM 3.    DEFAULTS UPON SENIOR SECURITIES...............................16

     ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY
                 HOLDERS......................................................16

     ITEM 5.    OTHER INFORMATION.............................................17

     ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K..............................17

SIGNATURES....................................................................19

EXHIBIT INDEX................................................................X-1

i

PROVECTUS PHARMACEUTICALS, INC.
QUARTERLY REPORT ON FORM 10-QSB

PART I
FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                       Page
                                                                       ----

Consolidated Balance Sheets...............................................2

Consolidated Statements of Operations.....................................3

Consolidated Statements of Stockholders' Equity...........................4

Consolidated Statements of Cash Flows.....................................5

Notes to Consolidated Financial Statements................................6

1

                         PROVECTUS PHARMACEUTICALS, INC.
                          (A DEVELOPMENT-STAGE COMPANY)

                           CONSOLIDATED BALANCE SHEETS

                                                                                  JUNE 30,         December 31,
                                                                                      2003                 2002
---------------------------------------------------------------------------------------------------------------
                                                                               (UNAUDITED)            (Audited)

ASSETS

CURRENT ASSETS
     Cash                                                                  $        35,193    $         717,833
     Inventory                                                                      72,135                    -
     Prepaid expenses                                                               20,876               35,481
     Prepaid consulting expense (Note 5(c))                                         84,174                    -
------------------------------------------------------------------------------------------------------------------

TOTAL CURRENT ASSETS                                                               212,378              753,314
------------------------------------------------------------------------------------------------------------------

EQUIPMENT AND FURNISHINGS, less accumulated depreciation of
     $154,307 and $39,446                                                          211,868              471,429

PATENTS, net of amortization of $707,843 and $133,916                           19,329,718           19,903,644

OTHER ASSETS                                                                        27,000               27,000
------------------------------------------------------------------------------------------------------------------

                                                                           $    19,780,964    $      21,155,387
------------------------------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
     Accounts payable - trade                                              $       228,939    $          98,874
     Accrued expenses                                                              103,170               77,781
------------------------------------------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                                          332,109              176,655
------------------------------------------------------------------------------------------------------------------

LOAN FROM STOCKHOLDER                                                              109,000              109,000

CONVERTIBLE LONG-TERM DEBT (net of debt discount of $89,031
     and $120,344)                                                                 936,928              879,656

STOCKHOLDERS' EQUITY
     Common stock;  par value $.001 per share;  100,000,000  shares  authorized;
         9,487,689 and 9,423,689 shares issued and
         outstanding, respectively                                                   9,488                9,424
     Paid-in capital                                                            27,293,999           27,102,406
     Accumulated deficit                                                        (8,900,560)          (7,121,754)
------------------------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY                                                      18,402,927           19,990,076
------------------------------------------------------------------------------------------------------------------

                                                                           $    19,780,964    $      21,155,387
------------------------------------------------------------------------------------------------------------------


See accompanying notes to financial statements.

2

                        PROVECTUS PHARMACEUTICALS, INC.
                         (A Development-Stage Company)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                               THREE             Three              SIX               Six
                                              MONTHS            Months           MONTHS            Months        Cumulative
                                               ENDED             ENDED            ENDED             ENDED           THROUGH
                                            JUNE 30,          June 30,         JUNE 30,          June 30,          June 30,
                                                2003              2002             2003              2002              2003
----------------------------------------------------------------------------------------------------------------------------
                                         (UNAUDITED)       (Unaudited)      (UNAUDITED)       (Unaudited)       (Unaudited)

OPERATING EXPENSES
     Research and development        $       80,503   $             -   $      236,286    $        1,000   $       287,000
     General and administrative             435,425         6,405,250          947,342         6,415,250         7,870,288
     Amortization                           286,964                 -          573,927                 -           707,843
----------------------------------------------------------------------------------------------------------------------------

Total operating loss                       (802,892)       (6,405,250)      (1,757,555)       (6,416,250)       (8,865,131)

Gain on sale of fixed assets                 55,000                 -           55,000                 -            55,000

Net interest (expense) income               (38,230)               18          (76,251)               52           (90,429)
----------------------------------------------------------------------------------------------------------------------------

NET LOSS APPLICABLE TO COMMON
     STOCKHOLDERS                    $     (786,122) $     (6,405,232)  $    (1,778,806)  $   (6,416,198)  $    (8,900,560)
----------------------------------------------------------------------------------------------------------------------------

BASIC AND DILUTED LOSS PER COMMON
     SHARE                                    (0.08)            (0.79)           (0.19)            (0.90)
-----------------------------------------------------------------------------------------------------------

WEIGHTED AVERAGE NUMBER OF COMMON
     SHARES OUTSTANDING -
     BASIC AND DILUTED                    9,487,689         8,060,132        9,470,033         7,142,566
---------------------------------------------------------------------------------------------------------

See accompanying notes to financial statements.

3

                        PROVECTUS PHARMACEUTICALS, INC.
                         (A Development-Stage Company)

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                   (unaudited)

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

                                                         Common Stock
                                               ----------------------------------

                                                        Number                           Paid-in       Accumulated
                                                     of Shares        Par Value          Capital           Deficit            Total
-----------------------------------------------------------------------------------------------------------------------------------

BALANCE, at January 17, 2002                                 -        $       -     $          -       $         -     $          -

     Issuance to founding stockholders               6,000,000            6,000           (6,000)                -                -
     Sale of stock                                      50,000               50           24,950                 -           25,000
     Issuance of stock to employees                    510,000              510          931,490                 -          932,000
     Issuance of stock for services                    120,000              120          359,880                 -          360,000
     Net loss for the period from January 17,
         2002 (inception) to April 23, 2002
         (date of reverse merger)                            -                -                -        (1,316,198)     (1,316,198)
-----------------------------------------------------------------------------------------------------------------------------------

BALANCE, at April 23, 2002                           6,680,000            6,680        1,310,320        (1,316,198)             802

     Shares issued in reverse merger                   265,763              266           (3,911)                -          (3,645)
     Issuance of stock for services                  1,900,000            1,900        5,142,100                 -        5,144,000
     Purchase and retirement of stock                 (400,000)            (400)         (47,600)                -         (48,000)
     Stock issued for acquisition of Valley
         Pharmaceuticals                               500,007              500       20,547,935                 -       20,548,435
     Exercise of warrants                              452,919              453                -                 -              453
     Warrants issued in connection with
         convertible debt                                    -                -          126,587                 -          126,587
     Stock and warrants issued for acquisition
         of Pure-ific                                   25,000               25           26,975                 -           27,000
     Net loss for the period from April 23,
         2002 (date of reverse merger) to
         December 31, 2002                                   -                -                -        (5,805,556)     (5,805,556)
-----------------------------------------------------------------------------------------------------------------------------------

BALANCE, at December 31, 2002                        9,423,689            9,424       27,102,406        (7,121,754)      19,990,076

     Issuance of stock for services                     64,000               64           22,736                 -           22,800
     Issuance of warrants for services                       -                -          141,351                 -          141,351
     Employee compensation from stock options                -                -           27,506                 -           27,506
     Net loss for the six months ended June
         30, 2003                                            -                -                -        (1,778,806)     (1,778,806)
-----------------------------------------------------------------------------------------------------------------------------------

                                                     9,487,689        $   9,488     $ 27,293,999       $(8,900,560)    $ 18,402,927
-----------------------------------------------------------------------------------------------------------------------------------

See accompanying notes to financial statements.

4

PROVECTUS PHARMACEUTICALS, INC.
(A Development-Stage Company)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                               For the Period        Cumulative
                                                         Six Months          From January 17,      Amounts From
                                                     Ended June 30,       2002 (Inception) to  January 17, 2002
                                                               2003             June 30, 2002       (Inception)
--------------------------------------------------------------------------------------------------------------------
                                                        (UNAUDITED)               (Unaudited)       (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                           $     (1,778,806)   $       (6,416,198)  $       (8,900,560)
   Adjustments to reconcile net income to net cash
       used in operating activities
     Depreciation                                              137,861                     -              177,307
     Amortization of patents                                   573,927                     -              707,843
     Amortization of original issue discount                    31,313                     -               37,556
     Compensation through issuance of stock options             27,506                     -               27,506
     Compensation through issuance of stock                          -               932,000              932,000
     Issuance of stock for services                             22,800             5,460,000            5,526,800
     Issuance of warrants for services                          57,177                     -               57,177
     (Gain) loss on sale of fixed asset                        (55,000)                    -              (55,000)
     (Increase) decrease in assets
       Prepaid expenses                                         14,605                     -              (20,876)
       Inventory                                               (72,135)                    -              (72,135)
     Increase (decrease) in liabilities
       Accounts payable                                        130,065                     -              225,294
       Accrued expenses                                         25,389                     -              103,170
--------------------------------------------------------------------------------------------------------------------

Net cash used in operating activities                         (885,298)              (24,198)          (1,253,918)
--------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Proceeds from sale of fixed asset                           180,000                     -              180,000
   Capital expenditures                                         (3,301)                    -               (3,301)
--------------------------------------------------------------------------------------------------------------------

Net cash provided by investing activities                      176,699                     -              176,699
--------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from loans from stockholder                              -                     -              109,000
   Proceeds from convertible debt                               25,959                     -            1,025,959
   Proceeds from sale of common stock                                -                25,000               25,000
   Proceeds from exercise of warrants                                -                     -                  453
   Purchase and retirement of common stock                           -                     -              (48,000)
--------------------------------------------------------------------------------------------------------------------

Net cash provided by financing activities                       25,959                25,000            1,112,412
--------------------------------------------------------------------------------------------------------------------

NET CHANGE IN CASH                                    $       (682,640)   $              802   $           35,193

CASH, at beginning of year                                     717,833                     -                    -
--------------------------------------------------------------------------------------------------------------------

CASH, at end of year                                  $         35,193    $              802   $           35,193
--------------------------------------------------------------------------------------------------------------------

SUPPLEMENTAL NONCASH FINANCING ACTIVITIES
Warrants issued to consultants for prepaid services of $84,174 in 2003.

See accompanying notes to financial statements.

5

PROVECTUS PHARMACEUTICALS, INC.
(A Development-Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1. BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information pursuant to Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2003 are not necessarily indicative of the results that may be expected for the year ended December 31, 2003.

2. GOING CONCERN

The Company will continue to require additional capital to develop its products and develop sales and distribution channels for its products. However, the Company believes it lacks sufficient working capital to fund operations for the entire fiscal year ending December 31, 2003. Management believes there are a number of potential alternatives available to meet the Company's continuing capital requirements, including proceeding as rapidly as possible with the development of over-the-counter products that can be sold with a minimum of regulatory compliance and developing revenue sources through licensing of our existing intellectual property portfolio. In addition, the Company is pursuing actively additional debt and/or equity capital in order to support ongoing operations. There can be no assurance that the Company will be able to obtain sufficient additional working capital on commercially reasonable terms or conditions, or at all. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. Continuing as a going concern is dependent upon successfully obtaining additional working capital as described above. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and amounts and classifications of liabilities that might result from the outcome of this uncertainty.

3. RECAPITALIZATION AND MERGER

On April 23, 2002, Provectus Pharmaceutical, Inc., a Nevada corporation and a "blank check" public company, acquired Provectus Pharmaceuticals, Inc., a privately held Tennessee corporation ("PPI"), by issuing 6,680,000 shares of common stock of Provectus Pharmaceutical to the stockholders of PPI in exchange for all of the issued and outstanding shares of PPI, as a result of which Provectus Pharmaceutical changed its name to Provectus Pharmaceuticals, Inc. (the "Company") and PPI became a wholly owned subsidiary of the Company. For financial reporting purposes, the transaction has been reflected in the accompanying financial statements as a recapitalization of PPI and the financial statements reflect the historical financial information of PPI which was incorporated on January 17, 2002. The issuance of 6,680,000 shares of common stock of Provectus Pharmaceutical, Inc. to the stockholders of PPI in exchange for all of the issued and outstanding shares of PPI was done in anticipation of PPI acquiring Valley Pharmaceuticals, Inc. which owned the intellectual property to be used in the Company's operations.

4. BASIC AND DILUTED LOSS PER COMMON SHARE

Basic and diluted loss per common share is computed based on the weighted average number of common shares outstanding. Loss per share excludes the impact of outstanding options, warrants, and convertible debt as they are antidilutive. Potential common shares excluded from the calculation at June 30, 2003 are 385,000 warrants, 352,000 options and 1,481,322 shares issuable upon conversion of convertible debt and interest. Additionally, the Company is committed to issue 80,000 warrants.

5. EQUITY TRANSACTIONS

(a) In 2003, the Company issued 64,000 shares to consultants in exchange for services rendered, consisting of 29,000 shares issued in January 2003 and 35,000 shares issued in March 2003. Consulting costs charged to operations were $22,800.

6

PROVECTUS PHARMACEUTICALS, INC.
(A Development-Stage Company)

(b) The Company has adopted the disclosure-only provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock Based Compensation (SFAS No. 123), but applies the intrinsic value method set forth in Accounting Principles Board Opinion No. 25 for stock options granted to employees and directors.

On May 29, 2003, the Company issued 352,000 stock options to employees. The options vest over three years with 88,000 options vesting on the date of grant. The exercise prices range from $0.26 to $0.32 and all options were outstanding at June 30, 2003. The exercise price for all options is less than the market price on the date of grant. Accordingly, compensation expense of $27,506 has been recorded in the second quarter of 2003.

For stock options granted to employees during the second quarter of 2003, the Company has estimated the fair value of each option granted using the Black-Scholes option pricing model with the following assumptions:

                                                             2003
                                                        ---------------

Weighted average fair value per options granted           $    0.60

Significant assumptions (weighted average)
    Risk-free interest rate at grant date                       2.0%
    Expected stock price volatility                             150%
    Expected option life (years)                                 10

If the Company had elected to recognize compensation expense based on the fair value at the grant dates, consistent with the method prescribed by SFAS No. 123, net loss per share would have been changed to the pro forma amount indicated below:

                                                          2003
                                                 ----------------------

Net loss, as reported                              $      (1,778,806)
Add stock based employee compensation expense
     included in reported net loss                            27,506
Less total stock-based employee compensation
     expense determined under the fair value
     based method for all awards                             (57,200)
-----------------------------------------------------------------------

Pro forma net loss                                 $      (1,808,500)
-----------------------------------------------------------------------

Basic and diluted loss per common share, as
     reported                                      $           (0.19)

Basic and diluted loss per common share, pro
     forma                                         $           (0.19)

(c) The Company applies the recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation, in accounting for stock options and warrants issued to nonemployees. In 2003, the Company issued 385,000 warrants in exchange for consulting services rendered, consisting of 25,000 warrants issued in January 2003 and 360,000 warrants issued in February 2003. As the fair market value of these services was not readily determinable, these services were valued based on the fair market value, determined using the Black-Scholes option pricing model. Fair market value for warrants ranged from $0.21 to $0.51. Consulting costs charged to operations were $57,177. At June 30, 2003, $84,174 has been classified as prepaid consulting expense as this amount represents payments for services to be provided in the future.

7

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

The following discussion is intended to assist in the understanding and assessment of significant changes and trends related to our results of operations and our financial condition together with our consolidated subsidiaries. This discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-QSB. Historical results and percentage relationships set forth in the statement of operations, including trends which might appear, are not necessarily indicative of future operations.

OVERVIEW

HISTORY

Provectus Pharmaceuticals, Inc., formerly known as "Provectus Pharmaceutical, Inc." and "SPM Group, Inc.," was incorporated under Colorado law on May 1, 1978. SPM Group, Inc. ceased operations in 1991, and became a development-stage company effective January 1, 1992, with the new corporate purpose of seeking out acquisitions of properties, businesses, or merger candidates, without limitation as to the nature of the business operations or geographic location of the acquisition candidate.

On April 1, 2002, SPM Group, Inc. changed its name to "Provectus Pharmaceutical, Inc." and reincorporated in Nevada in preparation for a transaction with Provectus Pharmaceuticals, Inc., a privately-held Tennessee corporation ("PPI"). On April 23, 2002, an Agreement and Plan of Reorganization between Provectus Pharmaceutical and PPI was approved by the written consent of a majority of the outstanding shares of Provectus Pharmaceutical, pursuant to which 6,680,000 shares of common stock of Provectus Pharmaceutical were exchanged for all of the issued and outstanding shares of PPI. As part of the acquisition, Provectus Pharmaceutical changed its name to "Provectus Pharmaceuticals, Inc." and PPI became a wholly owned subsidiary of the Company. For accounting purposes, this transaction was treated as a recapitalization of PPI and the issuance of shares of PPI for Provectus Pharmaceutical, Inc. The historical financial information set forth in this report is PPI's historical financial statements from the date of PPI's incorporation, January 17, 2002.

On November 19, 2002, Provectus Pharmaceuticals acquired Valley Pharmaceuticals, Inc. ("Valley"), a privately-held Tennessee corporation formerly known as Photogen, Inc., by merging its subsidiary PPI with and into Valley and naming the surviving corporation "Xantech Pharmaceuticals, Inc." By acquiring Valley, we acquired our most important intellectual property, including issued U.S. patents and patentable inventions, which we intend to use to develop:

o prescription drugs, medical and other devices (including laser devices) and over-the-counter pharmaceutical products in the fields of dermatology and oncology, and

o technologies for the preparation of human and animal vaccines, diagnosis of infectious diseases and enhanced production of genetically engineered drugs.

Prior to its acquisition, Valley was considered to be in the development stage and had not generated any revenues from the assets we acquired.

On December 5, 2002, Provectus Pharmaceuticals acquired the assets of Pure-ific L.L.C., a Utah limited liability company, and created a wholly owned subsidiary, Pure-ific Corporation, to operate that business. By acquiring Pure-ific L.L.C., we acquired the product formulations for Pure-ific personal sanitizing sprays, along with the "Pure-ific" trademarks. With this acquisition, we intend to continue development and begin to market a line of personal sanitizing sprays and related products to be sold over the counter under the "Pure-ific" brand name.

DESCRIPTION OF BUSINESS

Provectus Pharmaceuticals, Inc., a Nevada corporation ("Provectus"), and its two wholly owned subsidiaries, Xantech Pharmaceuticals, Inc. ("Xantech") and Pure-ific Corporation ("Pure-ific"), develop, license and market and plan to sell products in three sectors of the healthcare industry:

8

o Over-the-counter ("OTC") products;

o Prescription drugs; and

o Medical device systems

We manage Provectus, Xantech and Pure-ific on an integrated basis, and when we refer to "we" or "us" or "the Company" in this Quarterly Report on Form 10-QSB, we refer to all three corporations considered as a single unit. Our principal executive offices are located at 7327 Oak Ridge Highway, Suite A, Knoxville, Tennessee 37931, telephone 865/769-4011.

Through discovery and use of state-of-the-art scientific and medical technologies, the founders of our pharmaceutical business have developed a suite of core technologies that support multiple products in the prescription drug, medical device and OTC products categories. Our prescription drug products encompass the areas of dermatology and oncology and involve several types of drugs, including those produced by advanced biotechnology methods. Our medical device systems include therapeutic and cosmetic lasers, while our OTC products address markets primarily involving skincare applications.

Over-the-Counter Pharmaceuticals

Our OTC products are designed to be safer and more specific than competing products. Our technologies offer practical solutions for a number of intractable maladies, using ingredients that have limited or no side effects compared with existing products.

We have developed GloveAid, a hand cream with both antiperspirant and antibacterial properties, to increase the comfort of users' hands during and after the wearing of disposable glovesOur Pure-ific line of products includes two quick-drying sprays, Pure-ific and Pure-ific Kids, that immediately kill up to 99.9% of germs on skin and prevent regrowth for 6 hours. Pure-ific products help prevent the spread of germs and thus complement our other OTC products designed to treat irritated skin or skin conditions such as acne, eczema, dandruff and fungal infections. We began limited distribution of Pure-ific during the first half of 2003. During this time our Pure-ific website has been successfully launched enabling fulfillment of online orders. We also have begun limited distribution of Pure-ific in Mexico and Central America. We intend to continue developing our distribution network for these products and expect to expand the Pure-ific product line to include additional applications.

A number of dermatological conditions, including psoriasis, eczema, and acne, result from a superficial infection which triggers an overwhelming immune response. We anticipate developing OTC products similar to the GloveAid line for the treatment of mild to moderate cases of psoriasis, eczema, and acne.

Prescription Drugs

We are developing a number of prescription drugs which we expect will provide minimally invasive treatment of chronic severe skin afflictions such as psoriasis, eczema, and acne; and several life-threatening cancers such as those of the liver, breast and prostate. We believe that our products will be safer and more specific than currently existing products. Use of topical or other direct delivery formulations allows these potent products to be conveniently and effectively delivered only to diseased tissues, thereby enhancing both safety and effectiveness. All of these products are in the pre-clinical or clinical trial stage.

Our most advanced prescription drug candidate for treatment of topical diseases on the skin is Xantryl, a topical gel. PV-10, the active ingredient in Xantryl, is "photoactive": it reacts to light of certain wavelengths, increasing its therapeutic effects. PV-10 also concentrates in diseased or damaged tissue but quickly dissipates from healthy tissue. By developing a "photodynamic" treatment regimen (one which combines a photoactive substance with activation by a source emitting a particular wavelength of light) around these two properties of PV-10, we can deliver a higher therapeutic effect at lower dosages of active ingredient, thus minimizing potential side effects including damage to nearby healthy tissues. PV-10 is especially responsive to green light, which is strongly absorbed by the skin and thus only penetrates the body to a depth of about three to five millimeters. For this reason, we have developed Xantryl combined with green-light activation for topical use in surface applications where serious damage could result if medicinal effects were to occur in deeper

9

tissues. We are researching the use of Xantryl with green-light activation to treat multiple dermatological conditions, including acute psoriasis, actinic keratosis, and severe acne.

Oncology

Oncology is another major market where our planned products may afford competitive advantage compared to currently available options. We are developing Provecta, a sterile injectible form of PV-10, for direct injection into tumors. Because PV-10 is retained in diseased or damaged tissue but quickly dissipates from healthy tissue, we believe we can develop therapies that confine treatment to cancerous tissue and reduce collateral impact on healthy tissue. We are researching the use of PV-10 for the treatment of cancers of the liver, breast and prostate.

Medical Devices

We are developing medical devices to address two major markets:

o cosmetic treatments, such as reduction of wrinkles and elimination of spider veins and other cosmetic blemishes; and

o therapeutic uses, including photoactivation of Xantryl other prescription drugs and non-surgical destruction of certain skin cancers.

We expect to develop medical devices through partnerships with third-party device manufacturers or, if appropriate opportunities arise, through acquisition of one or more device manufacturers.

Research and Development

We have placed most research activities on hold as we attempt to conserve available capital and achieve full capitalization of the Company through equity and convertible debt offerings, generation of product revenues, and other means. In the interim, we are maintaining our research facilities in anticipation of a resumption of our research programs. All ongoing research and development activities are directed toward supporting our OTC product launches and maintaining our intellectual property portfolio.

GOING CONCERN

In connection with their audit report on our consolidated financial statements as of December 31, 2002, BDO Seidman LLP, our independent certified public accountants, expressed substantial doubt about our ability to continue as a going concern because such continuance is dependent upon our ability to raise capital or achieve profitable operations.

Our technologies are in early stages of development. We have generated minimal initial revenues from sales and operations but we do not expect to generate sufficient revenues to enable us to be profitable for several calendar quarters. In November 2002, we obtained $1 million from Gryffindor Capital Partners I, L.L.C., a Delaware limited liability company ("Gryffindor") through the sale, pursuant to a Convertible Secured Promissory Note and Warrant Purchase Agreement dated November 26, 2002 (the "Gryffindor Agreement") between the Company and Gryffindor, of our Convertible Secured Promissory Note dated November 26, 2002 in the original principal amount of $1 million (the "Note") and Common Stock Purchase Warrants dated November 26, 2002 (the "Warrants"). In addition, at critical junctures during 2002 and 2003 we have obtained approximately $129,000 in additional funding through short-term loans from Eric
A. Wachter, our Vice President - Pharmaceuticals, a member of our Board of Directors, and a major stockholder. These funds allowed us to complete our planned corporate reorganization and acquisitions, complete initial production runs for several of our OTC products, and maintain our facilities and intellectual property portfolio. We require additional funding to continue initial production and distribution of OTC products in order to achieve meaningful sales volumes. In addition, we must raise substantial additional funds in order to fully implement our integrated business plan, including execution of the next phases in clinical development of our pharmaceutical products and resumption of research programs currently suspended.

Ultimately, we must achieve profitable operations if we are to be a viable entity. We intend to proceed as rapidly as possible with the development of OTC products that can be sold with a minimum of regulatory compliance and with the development of revenue sources through licensing of our existing

10

intellectual property portfolio. Although we believe that there is a reasonable basis for our expectation that we will successfully raise the needed funds, we cannot assure you that we will be able to raise sufficient capital to sustain operations before we can commence revenue generation or that we will be able to achieve, or maintain, a level of profitability sufficient to meet our operating expenses.

PLAN OF OPERATION

With the reorganization of Provectus and PPI and the acquisition and integration into the Company of Valley and Pure-ific, we believe we have obtained a unique combination of OTC products and core intellectual properties. This combination represents the foundation for a successful operating company that we believe will provide both short-term profitability and long-term growth. In 2003, through careful control of expenditures, commencing sales of OTC products, and issuance of debt and equity, we plan to build on that foundation to increase stockholder value.

In the short term, we intend to develop our business by marketing, manufacturing, and distributing our existing OTC products, principally GloveAid and Pure-ific. In the longer term, we expect to continue the process of developing, testing and obtaining FDA approval of prescription drugs and medical devices. Additionally, we intend to restart our research programs that will identify additional conditions that our intellectual properties may be used to treat and additional treatments for those and other conditions.

CASH FLOW

As of June 30, 2003, we held approximately $35,193 in cash. We have reduced our cash expenditure rate by suspending payment of salaries and most of our research programs; in addition, we are seeking to improve our cash flow by commencing sales of OTC products. Even with these reductions, however, at our current expenditure rate this amount will be sufficient to meet our needs only until the end of August 2003. Moreover, even if we are successful in improving our current cash flow position, we nonetheless will require additional funds to meet our short-term and long-term needs. We anticipate these funds will come from the proceeds of private placements or public offerings of debt or equity securities, but we cannot assure you that we will be able to obtain such funds.

CAPITAL RESOURCES

As noted above, our present cash flow is not sufficient to meet our short-term operating needs for initial production and distribution of OTC products in order to achieve meaningful sales volumes, much less to meet our longer-term needs for investment in our business through execution of the next phases in clinical development of our pharmaceutical products and resumption of our currently suspended research programs. We anticipate that the majority of the funds for our operating and development needs in 2003 will come from the proceeds of private placements or public offerings of debt or equity securities. We are currently in discussions with multiple funding sources and feel confident adequate operating funding and development funding will result. While we believe that we have reasonable basis for our expectation that we will be able to raise additional funds, we cannot give you an assurances that we will be able to do so on commercially reasonable terms. In addition, any such financing may result in significant dilution to stockholders.

MARKET OUTLOOK

Our planned products are divided into three classes:

o OTC products addressing the skincare markets;

o Prescription pharmaceuticals addressing the dermatology and oncology markets; and

o Medical devices

11

Our estimates of the size of the markets for each of these three planned product classes are set forth in the following table:

                                                             APPROXIMATE ANNUAL VALUE
PRODUCT AREA                                                  OF SALES IN U.S. MARKET
--------------------------------------------------------     ------------------------
                                                                    (millions)

OTC Products

     Personal hygiene..................................      $         100

     Disposable glove care.............................                100

     Acne (all grades).................................              1,000

Prescription Pharmaceuticals

     Psoriasis.........................................              1,500

     Liver, breast and prostate cancer.................              1,000

Medical Devices

     Medical device systems............................                250

Skincare

We are developing OTC products for three areas in the skincare market:

1. personal hygiene products;

2. hand care products for workers who use disposable gloves; and

3. products for treatment of acne.

In the future, we expect to develop products for additional areas in the skincare market, including treatments for psoriasis, eczema, and various fungal infections such as dandruff and athlete's foot.

Personal Hygiene. Our Pure-ific brand of OTC products includes a number of topical antibacterial products that address the personal hygiene market, including a hand sanitizer that immediately kills germs on skin and prevents regrowth for six hours. We believe that annual retail sales in the United States of hand sanitizers are approximately $100 million; this figure excludes sales of antibacterial sprays such as Lysol(R), which we estimate at more than $1.2 billion in annual U.S. sales. We anticipate extending our Pure-ific brand to include additional products that leverage technologies utilized in our other skincare products.

Disposable Glove Care. We estimate that annual wholesale sales of disposable gloves in the U.S. are over $1.2 billion, including $530 million in sales to the acute care or hospital market, $560 million in sales to the medical laboratory and non-hospital market, and $100 million in sales to the dental market. Use of gloves for protection in other areas, including airport security, food preparation, sanitation, blood banks, research facilities, mail handling, police and fire personnel, is rapidly growing as concerns over possible exposure to biological or other hazards increase. We further anticipate that consumers will spend comparable amounts on hand care products as on the gloves themselves.

Acne. Acne affects an estimated 20 million people in the U.S. at any given time. 85% of all people aged 12 to 25 will experience acne problems, while 59% of women aged 25 to 39 suffer from this affliction. 70% percent of adult acne sufferers, and an even a higher fraction of teenagers, rely on self-medication to treat their acne. OTC products for treatment of mild- to moderate-grade acne generally are sold through department stores, supermarkets, and drug stores; combined sales of these products are believed to have exceeded $800 million dollars in the year 2000 and were expected to increase by approximately 10% per year. In addition to these OTC products, Frost & Sullivan have estimated the U.S. prescription acne care market at $1.3 billion, with over 7.7 million visits to physicians in 2001 for treatment of severe acne.

12

Other Skincare. We anticipate that the formulations of our OTC products and prescription drugs can be sued to treat other conditions of the skin, including psoriasis, eczema, and fungal infections such as dandruff and athlete's foot. There are approximately 5 million psoriasis patients in the U.S., with over 150,000 new cases diagnosed every year. In the U.S., the total cost of psoriasis treatment was $2.9 billion in 1995. The numbers are similar for eczema and fungal infections. We believe these represent extremely large future opportunities for our skincare products.

Prescription Pharmaceuticals

We are developing prescription drugs for the treatment of certain severe dermatological conditions such as psoriasis, and for the treatment of serious cancers, including those of the liver, breast, and prostate.

Acute Psoriasis. Psoriasis is a chronic skin disease affecting approximately 5 million Americans, with over 150,000 new cases diagnosed annually. The cause of psoriasis is unknown and there is no cure. Thus, patients typically undergo prolonged care over a period of years to decades. Approximately 2.5 million psoriasis patients are treated annually by U.S. physicians (primarily dermatologists), comprising an estimated annual expenditure of $1.5 billion for treatment in the mid-1990s. More recent estimates project a $1-2 billion market opportunity for new therapies divided among several multi-hundred-million dollar products.

Liver Cancer. Hepatocellular carcinoma, or HCC, accounts for approximately 90% of all liver tumors and is the most common solid-organ tumor worldwide, causing over 1 million deaths annually. HCC is associated with chronic liver injury from viral hepatitis (hepatitis B and C), and has attained epidemic proportions among men aged 25 to 34 in eastern Asia, tropical Africa, and southern Italy. Although currently of relatively low incidence in the U.S. and Europe, the rapid rise in hepatitis infection in these regions signifies that this may soon change. In contrast, the primary form of liver cancer in the U.S. currently is metastatic colorectal carcinoma (155,000 new cases and 60,000 deaths annually, with a 6% five-year survival rate). The current standard of care for these forms of liver cancer is ablative therapy (via localized ethanol injection, cryosurgery, or radiofrequency ablation). A combined five-year survival rate of 33% for these therapies demonstrates the pressing need for new therapeutic approaches in a worldwide market estimated at over $500 million.

Breast Cancer. The American Cancer Society estimates that approximately 205,000 new cases of invasive breast cancer, and over 54,000 new cases of in situ breast cancer, will occur in the U.S. in 2002, leading to approximately 40,000 deaths. Current treatments (lumpectomy, mastectomy, removal of regional lymph nodes, radiation therapy, chemotherapy, and hormone therapy) are expensive and associated with unacceptable side effects. While five-year survival rates are excellent for localized tumors (96%), this rate drops to 21% once distant metastasis has occurred. This illustrates that surgical excision and standard adjuvant treatments (such as chemotherapy and radiation) are ineffective at eliminating metastatic cells that have migrated from the primary treatment site. New, minimally-invasive treatment modalities for breast cancer may have broad applicability to this therapeutic market estimated at well over $1 billion.

Prostate Cancer. The American Cancer Society estimates that approximately 190,000 U.S. men are afflicted annually with cancer of the prostate, leading to over 30,000 deaths. As with breast cancer, surgical resection, chemotherapy, radiation therapy, and immunotherapy comprise the standard treatments for the majority of cases, and can result in serious, permanent side effects. We believe that new, minimally-invasive modalities - such as direct injection of our prescription drug Provecta into prostate tumors
- may have broad applicability to this therapeutic market as an adjuvant or primary form of therapy, providing an entry into a therapeutic market estimated at well over $500 million.

Medical Device Systems

This market area comprises two sectors: cosmetic treatments, such as non-ablative wrinkle reduction, elimination of spider veins and other cosmetic blemishes, and laser hair reduction; and therapeutic uses, including activation of certain of the Company's light-activated drugs. Additional areas include non-surgical destruction of skin cancers and removal of unwanted moles and other hyperpigmented features. The U.S. medical laser market exceeded $1.6 billion in 2000, while the market for wrinkle reduction and hair reduction systems alone is currently in excess of $100 million annually. We believe that we can develop new

13

markets for laser devices, significantly in addition to the current market for these devices, as a result of the development of therapies consisting of photoactivation of the our prescription drug products.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-QSB contains forward-looking statements regarding, among other things, our anticipated financial and operating results. Forward-looking statements reflect our management's current assumptions, beliefs, and expectations. Words such as "anticipate," "believe, "estimate," "expect," "intend," "plan," and similar expressions are intended to identify forward-looking statements. While we believe that the expectations reflected in our forward-looking statements are reasonable, we can give no assurance that such expectations will prove correct. Forward-looking statements are subject to risks and uncertainties that could cause our actual results to differ materially from the future results, performance, or achievements expressed in or implied by any forward-looking statement we make. Some of the relevant risks and uncertainties that could cause our actual performance to differ materially from the forward-looking statements contained in this report are discussed under the heading "Risk Factors" and elsewhere in our Annual Report on Form 10-KSB, which was filed with the SEC on April 15, 2003. We caution investors that these discussions of important risks and uncertainties are not exclusive, and our business may be subject to other risks and uncertainties which are not detailed there.

Investors are cautioned not to place undue reliance on our forward-looking statements. We make forward-looking statements as of the date on which this Quarterly Report on Form 10-QSB is filed with the SEC, and we assume no obligation to update the forward-looking statements after the date hereof whether as a result of new information or events, changed circumstances, or otherwise, except as required by law.

ITEM 3. CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures. Our chief executive officer and chief financial officer have evaluated the effectiveness of the design and operation of our "disclosure controls and procedures" (as that term is defined in Rule 13a-14(c) under the Exchange Act) as of June 30, 2003, the end of the fiscal quarter covered by this Quarterly Report on Form 10-QSB. Based on that evaluation, the chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are effective to ensure that material information relating to the Company and the Company's consolidated subsidiaries is made known to such officers by others within these entities, particularly during the period this Quarterly Report on Form 10-QSB was prepared, in order to allow timely decisions regarding required disclosure.

(b) Changes in Internal Controls. There has been no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-QSB that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

14

PART II
OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

As previously reported, on April 17, 2003, during the fiscal quarter covered by this Quarterly Report on Form 10-QSB, a suit was filed in the Third Judicial District Court, Salt Lake County, Utah (the "Court") by Kelly Adams, on behalf of himself and "as representative of certain Stockholders of Provectus Pharmaceuticals, Inc., a Nevada corporation." The suit named PPI and Michael L. Labertew, an attorney in Salt Lake City, Utah, as defendants, and sought to rescind the Agreement and Plan of Reorganization dated April 22, 2002 by which we acquired PPI and PPI's former stockholders acquired majority ownership of our common stock. (This transaction is discussed in more detail in Part I above under the heading "Management's Discussion and Analysis or Plan of Operation.-Overview-History.")

As previously reported, on April 29, 2003, without giving the Company or PPI notice of the motion or an opportunity to respond to it, the Court granted Mr. Adams's ex parte motion for a temporary restraining order (the "TRO") preventing PPI from issuing additional shares of stock for a 10-day period commencing on April 29, 2003. Mr. Adams also moved for a preliminary injunction that, if granted, would have imposed the same restrictions until the completion of the proceedings.

As previously reported, on May 12, 2003 PPI filed its Consolidated Memorandum in Opposition to Plaintiff's Motion for Preliminary Injunction and Memorandum in Support of Motion to Dismiss in response to the entry of the TRO and Mr. Adams's motion for a preliminary injunction; and on May 13, 2003, the Court conditionally lifted the TRO against the Company pending a hearing scheduled for May 16, 2003. On May 16, 2003, the Court held a hearing on Mr. Adams's motion for a preliminary injunction, at which the Court denied the motion for a preliminary injunction, citing Mr. Adam's failure to meet his burden under Utah law.

As previously reported, on May 21, 2003, the Court entered a written order memorializing its May 16, 2003 ruling dissolving the TRO and denying Mr. Adams's preliminary injunction motion. In dissolving the TRO and refusing to grant the preliminary injunction, the Court cited Mr. Adams's inability to establish any significant harm that would result to Mr. Adams if the preliminary injunction were not granted, the significant harm that would result to the Company if the preliminary injunction were granted, and Mr. Adams's failure to show a substantial likelihood that he would prevail on the merits of his lawsuit, The Court specifically cited Mr. Adams's failure to show a substantial likelihood that he would prevail on the issues of (i) whether he had standing as a proper plaintiff to assert his alleged cause of action and (ii) whether rescission was an available and appropriate remedy in this case. The Court's order allows Mr. Adams to amend his complaint.

As previously reported, on June 16, 2003 the Company and its subsidiary Xantech Pharmaceuticals, Inc., a Tennessee corporation and the successor by merger to PPI ("Xantech"), executed a Settlement Agreement (the "Settlement Agreement") with the plaintiff, Mr. Adams, and with Justeene Blankenship, Nicholas Julian, and Pacific Management Services, Inc., the corporation formerly operated by Mr. Julian and Ms. Blankenship ("Pacific"). Pursuant to the Agreement, Mr. Adams agreed to dismiss the litigation pending in the Court with prejudice and, in connection therewith, to file the Settlement Agreement with the Court to govern the future relations between the parties. In addition, the parties to the Settlement Agreement entered into mutual releases and certain other covenants and agreements. A copy of the Settlement Agreement was filed as Exhibit 10.14 to the Company's Current Report on Form 8-K dated June 16, 2003, as filed with the SEC on June 26, 2003, and is incorporated herein by reference.

As previously reported, on June 18, 2003 Mr. Adams and PPI submitted to the Court a Stipulated Order of Dismissal with Prejudice and Release of Stock Certificates (the "Order"). The Court entered the Order, thereby dismissing the litigation with prejudice, on June 25, 2003.

15

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

RECENT SALES OF UNREGISTERED SECURITIES

During the three months ended June 30, 2003, we did not sell any securities which were not registered under the Securities Act of 1933, as amended (the "Securities Act").

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

No response is required to this item.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

We held our 2003 Annual Meeting of Stockholders on May 29, 2003 (the "Annual Meeting"). Proposals presented for a vote of our stockholders at the Annual Meeting were:

1. Election of four directors to serve on the Company's Board of Directors for a one-year term;

2. Action on a proposal to approve and adopt the following four amendments to the Articles of Incorporation of Provectus Pharmaceuticals, Inc.:

A. An amendment authorizing the future issuance of up to 25 million shares of preferred stock;

B. An amendment revising and improving the provisions of the Articles of Incorporation regarding indemnification of our directors, officers, employees and agents for costs they may incur if sued individually as a result of their service to us;

C. An amendment requiring the affirmative vote of 75% of the voting power of our outstanding stock for stockholder-initiated changes to our Bylaws and continuing to permit the Board to adopt, amend or repeal the Bylaws;

D. An amendment eliminating unnecessary and archaic verbiage in our Articles of Incorporation; and

3. Action on a proposal to approve and adopt the Provectus Pharmaceuticals, Inc. Amended and Restated 2002 Stock Plan.

Election of Directors

Each of the incumbent Directors was elected, with the following results:

                                                                             ABSTENTIONS AND
                               VOTES FOR              VOTES AGAINST          BROKER NON-VOTES
                               ---------              -------------          ----------------

H. Craig Dees, Ph.D.           7,775,565                   700                      0

Timothy C. Scott, Ph.D.        7,775,665                   600                      0

Eric A. Wachter, Ph.D.         7,775,665                   600                      0

Stuart Fuchs                   7,775,665                   600                      0

Approval of Amendments to the Company's Articles of Incorporation

In accordance with SEC rules, we presented as separate matters for voting the four proposed amendments to the Articles of Incorporation of Provectus Pharmaceuticals, Inc., as amended. Stockholder voting on each of the four amendments was independent from stockholder voting on any of the others; stockholders were permitted to vote for or against, or abstain from voting on, any one or more of them. We presented all four amendments together since we believed that all four matters would be desirable for governance of the Company following the Annual Meeting.

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The proposed amendment to the Articles of Incorporation authorizing the future issuance of up to 25 million shares of preferred stock was approved, with the following results:

                                              ABSTENTIONS AND
VOTES FOR             VOTES AGAINST           BROKER NON-VOTES
---------             -------------           ----------------

7,312,531                12,310                     602

The proposed amendment to the Articles of Incorporation revising and improving the provisions regarding indemnification of directors, officers, employees and agents was approved, with the following results:

                                              ABSTENTIONS AND
VOTES FOR             VOTES AGAINST           BROKER NON-VOTES
---------             -------------           ----------------

7,763,139                12,321                     805

The proposed amendment to the Articles of Incorporation requiring the affirmative vote of 75% of the voting power of the outstanding stock for stockholder-initiated changes to the Bylaws was approved, with the following results:

                                              ABSTENTIONS AND
VOTES FOR             VOTES AGAINST           BROKER NON-VOTES
---------             -------------           ----------------

7,312,920                12,012                     502

The proposed amendment to the Articles of Incorporation eliminating unnecessary and archaic verbiage was approved, with the following results:

                                              ABSTENTIONS AND
VOTES FOR             VOTES AGAINST           BROKER NON-VOTES
---------             -------------           ----------------

7,774,657                 1,000                     608

Approval of 2002 Stock Plan

The Provectus Pharmaceuticals, Inc. Amended and Restated 2002 Stock Plan was approved and adopted, with the following results:

                                              ABSTENTIONS AND
VOTES FOR             VOTES AGAINST           BROKER NON-VOTES
---------             -------------           ----------------

6,503,118                11,813                     502

No other matters came before the Annual Meeting.

ITEM 5. OTHER INFORMATION.

The Company has entered into a Material Transfer Agreement dated as of July 31, 2003 (the "Material Transfer Agreement") with Schering-Plough Animal Health Corporation ("SPAH"), the animal-health subsidiary of Schering-Plough Corporation, a major international pharmaceutical company. Under the Material Transfer Agerement, we will provide SPAH with access to certain of our patented technologies, to permit SPAH to evaluate those technologies for use in animal-health applications. If SPAH determines that it can commercialize our technologies, then the Material Transfer Agreement obligates us and SPAH to enter into a license agreement providing for us to license those technologies to SPAH in exchange for certain progress payments upon the achievement of certain goals. We can give you no assurance that SPAH will determine that it can commercialize our technologies or that the goals required for the Company to obtain progress payments from SPAH will be achieved.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) 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 Quarterly Report on Form 10-QSB.

(b) Reports on Form 8-K. During the fiscal quarter ended June 30, 2003, we filed the following Current Reports on Form 8-K:

1. On May 22, 2003, we filed a Current Report on Form 8-K reporting, with respect to the litigation filed by Mr. Adams against PPI

17

(which is discussed in more detail above under the heading "Legal Proceedings."), that, among other things: (i) on May 16, 2003 the Court had held its hearing on PPI's Consolidated Memorandum in Opposition to Plaintiff's Motion for Preliminary Injunction and Memorandum in Support of Motion to Dismiss in response to the entry of the TRO and Mr. Adams's motion for a preliminary injunction; (ii) following the hearing, the Court had dissolved the TRO and denied Mr. Adams's motion for a preliminary injunction; and (iii) on May 21, 2003 the Court had entered a written order memorializing its May 16, 2003 ruling dissolving the TRO and denying Mr. Adams's preliminary injunction motion.

2. On June 26, 2003, we filed a Current Report on Form 8-K reporting, with respect to the litigation filed by Mr. Adams against PPI, that, among other things: (i) the Company and Xantech had executed the Settlement Agreement with Mr. Adams, Justeene Blankenship, Nicholas Julian, and Pacific; and (ii) the Court had dismissed the litigation with prejudice on June 25, 2003.

18

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Provectus Pharmaceuticals, Inc.

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

Date:    August 14, 2003

19

                                  EXHIBIT INDEX

EXHIBIT NO.                              DESCRIPTION
-----------                              -----------

   3.1+        Restated Articles of Incorporation of Provectus  Pharmaceuticals,
               Inc., a Nevada corporation ("Provectus").

   3.2         Bylaws of Provectus,  incorporated by reference to Exhibit 3.2 to
               the  Company's  Quarterly  Report on Form  10-QSB  for the fiscal
               quarter  ended  March 31,  2003,  as filed with the SEC on May 9,
               2003.

   4.2.1*      Convertible   Secured   Promissory  Note  and  Warrant   Purchase
               Agreement  dated as of November  26, 2002 between  Provectus  and
               Gryffindor    Capital   Partners   I,   L.L.C.    ("Gryffindor"),
               incorporated  herein by reference to Exhibit 4.1 to the Company's
               Current Report on Form 8-K dated November 26, 2002, as filed with
               the SEC on December 10, 2002.

   4.2.2       Letter  Agreement  dated  January 31, 2003 between  Provectus and
               Gryffindor,  incorporated herein by reference to Exhibit 4.2.2 to
               the  Company's  Quarterly  Report on Form  10-QSB  for the fiscal
               quarter  ended  March 31,  2003,  as filed with the SEC on May 9,
               2003.

   4.3         Amended  and  Restated  Convertible  Secured  Promissory  Note of
               Provectus dated January 31, 2003, issued to Gryffindor, reference
               to Exhibit 4.3 to the Company's  Quarterly  Report on Form 10-QSB
               for the fiscal  quarter  ended March 31, 2003,  as filed with the
               SEC on May 9, 2003.

   4.6*        Stock  Pledge  Agreement  dated as of November  26, 2002  between
               Provectus  and  Gryffindor,  incorporated  herein by reference to
               Exhibit  4.5 to the  Company's  Current  Report on Form 8-K dated
               November 26, 2002, as filed with the SEC on December 10, 2002.

   4.7         Guaranty  dated  November 26, 2002 from Xantech  Pharmaceuticals,
               Inc., a Tennessee  corporation  and a wholly owned  subsidiary of
               Provectus  ("Xantech"),  to  Gryffindor,  incorporated  herein by
               reference to Exhibit 4.6 to the Company's  Current Report on Form
               8-K dated  November 26,  2002,  as filed with the SEC on December
               10, 2002.

   4.8         Form of Security  Agreement  between the Company and  Gryffindor,
               incorporated  herein by reference to Exhibit 4.7 to the Company's
               Current Report on Form 8-K dated November 26, 2002, as filed with
               the SEC on December 10, 2002.

   4.9         Form of Patent and License Security Agreement between the Company
               and Gryffindor,  incorporated  herein by reference to Exhibit 4.8
               to the Company's  Current  Report on Form 8-K dated  November 26,
               2002, as filed with the SEC on December 10, 2002.

   4.10        Form of Trademark  Collateral  Assignment and Security  Agreement
               between  the  Company  and  Gryffindor,  incorporated  herein  by
               reference to Exhibit 4.9 to the Company's  Current Report on Form
               8-K dated  November 26,  2002,  as filed with the SEC on December
               10, 2002.

   4.11        Form of  Copyright  Security  Agreement  between  the Company and
               Gryffindor,  incorporated  herein by reference to Exhibit 4.10 to
               the Company's Current Report on Form 8-K dated November 26, 2002,
               as filed with the SEC on December 10, 2002.

   4.16*       Promissory Note of Provectus  dated December 31, 2002,  issued to
               Eric A. Wachter.

   10.2**+     Provectus  Pharmaceuticals,  Inc. Amended and Restated 2002 Stock
               Plan.

   10.14       Settlement Agreement dated as of June 16, 2003 among Kelly Adams,
               Justeene  Blankenship,  Nicholas Julian,  and Pacific  Management
               Services,  Inc.;  and  Provectus  and  Xantech,  incorporated  by
               reference to Exhibit  10.14 to the  Company's  Current  Report on
               Form 8-K dated June 16,  2003,  as filed with the SEC on June 26,
               2003.

   10.15*+     Material  Transfer  Agreement  dated as of July 31, 2003  between
               Schering-Plough    Animal   Health   Corporation,    a   Delaware
               corporation, and Provectus.

X-1

31.1+ Certification Pursuant to Rule 13a-14(a) (Section 302 Certification), dated August 14, 2003, executed by H. Craig Dees, Ph.D., Chief Executive Officer of the Company.

31.2+ Certification Pursuant to Rule 13a-14(a) (Section 302 Certification), dated August 14, 2003, executed by Daniel R. Hamilton, Chief Financial Officer of the Company.

32.1+ Certification Pursuant to 18 U.S.C.ss. 1350 (Section 906 Certification), dated August 14, 2003, executed by H. Craig Dees, Ph.D., Chief Executive Officer of the Company, and Daniel R. Hamilton, Chief Financial Officer of the Company.


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

** Management compensation contract or plan.

+ Filed herewith.

X-2

Exhibit 10.15

MATERIAL TRANSFER AGREEMENT
(SCHERING RECEIPT)

THIS MATERIAL TRANSFER AGREEMENT ("Agreement") is made as of this 31st day of , , ("Effective Date"), by and between SCHERING-PLOUGH ANIMAL HEALTH CORPORATION (hereinafter, referred to as "Schering"), a Delaware corporation, having its principal office located at 1095 Morris Avenue, Union, New Jersey 07083, and (hereinafter, referred to as "Supplier"), , having its principal office located at .

WITNESSETH:

WHEREAS, Schering and Supplier desire to contract for the exchange of the Information (as hereinafter defined) relating to the Material (as hereinafter defined) on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants set forth in this Agreement, Schering and Supplier hereby agree as follows:

1. Definitions. For purposes of this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

1.01 "Agents" shall mean any officer, director, employee, and agent of a Party.

1.02 "Commercial Purpose" shall mean (a) the sale, lease, license, or other transfer of the Material or Modifications or (b) use of the Material or Modifications by any Person, including Schering to (i) perform contract research, (ii) screen compound libraries, (iii) produce or manufacture products for general sale; or (iv) conduct research activities that result in any sale, lease, license, or transfer of the Material or Modifications.

1.03 "Developments" shall mean all ideas, concepts, discoveries, inventions, developments, know-how, trade secrets, techniques, methodologies, modifications, innovations, improvements, writings, documentation, data and rights (whether or not protectable under state, federal, or foreign patent, trademark, copyright or similar laws), incorporating or requiring the use of the Material, that are discovered, developed, created, conceived, or reduced to practice by Schering, independently or in conjunction with any Person, during the term of this Agreement, including, without limitation, New Substances and New Uses.

1.04 "Effective Date" shall have the meaning set forth in the introductory paragraph to this Agreement.

1.05 "Field" shall mean the veterinary field, including, without limitation, any and all applications for non-human animals.

1.06 "Findings" shall mean any observations, studies, conclusions, or Results arising out of Schering's evaluation of the Material.

1.07 "Information" shall mean all tangible and intangible information, including, without limitation, technical, financial, commercial and proprietary information, know-how, and trade secrets of any description, whether created or produced by Schering, Supplier, or any Person on behalf of Schering and/or Supplier, that concerns or relates to the Material or is otherwise acquired in anticipation of, during, or as a result of, or in any way connected with, this Agreement, and
(a) if disclosed in writing, graphically, or by any means or way of sample or specimen, is marked "Confidential" when disclosed, or (b) if disclosed orally, is reduced to writing within thirty (30) days from the date of such oral disclosure and is marked "Confidential."


1.08 "Material" shall mean the eukaryotic expression vector with the HSP70 gene running off a B-actin promoter, with the usual antibiotic resistance inserts for cloning purposes (ampicillin and geneticin resistance), resulting in an HSP70 increase in Schering's Vero cells of about 4-16x over normal levels, and any Progeny and Unmodified Derivatives (including, without limitation, expression products, subclones, sub-units or fractionations).

1.09 "Modifications" shall mean any substances created by Schering which contain or incorporate the Material or derived by chemical modification of the Material.

1.10 "New Substance" shall mean any material first produced or isolated by Schering with or by the use of the Material.

1.11 "New Use" shall mean any new use of the Material, including, without limitation, new therapeutic uses or methods of treatment discovered by Schering.

1.12 "Party" shall mean Schering or Supplier; "Parties" shall mean Schering and Supplier.

1.13 "Patent Rights" shall mean the following patents and patent applications: (a) Patent No. US 6,495,360 B1 (issued December 17, 2002), (b) Patent No. US 6,451,597 B2 (issued September 17, 2002), (c) Patent No. US 6,541,233 B2 (issued April 1, 2003), and (d) Patent No. US 6,468,777 B2 (issued October 22, 2002), including all foreign counterparts thereof, and any and all divisions, continuations, continuation-in-part, patents of addition, reissues, renewals, extensions, registrations, confirmations, re-examinations, any provisional applications, supplementary protection certificates, or the like, of any such patents, patent applications and foreign equivalents thereof, which, during the term of this Agreement, are owned by Supplier or to which Supplier, through license or otherwise, has or acquires rights.

1.14 "Person" shall mean (a) any corporation, partnership, joint venture, joint stock company, association, trust, business trust, estate, unincorporated organization, or other business entity, (b) any government or agency, division or subdivision thereof, or (c) any individual.

1.15 "Progeny" shall mean an unmodified descendent generated from the Material, such as a virus, cell from cell, or organism from organism.

1.16 "Purpose" shall have the meaning set forth in Section 2 hereof.

1.17 "Results" shall mean any and all results, know-how, Findings, and knowledge related to the Material achieved or obtained by or on behalf of Schering.

1.18 "Territory" shall mean all of the countries in the world.

1.19 "Unmodified Derivative" shall mean any substance created by the Supplier which constitutes an unmodified functional subunit or product expressed by or generated from the original Material, including, but not limited to, subclones of unmodified cell lines, purified or fractionated subsets of the original Material, proteins expressed by DNA/RNA supplied by Supplier, or monoclonal antibodies secreted by a hybridoma cell lines.

2. Scope. During the term of this Agreement, Schering shall have the right to use the Material in accordance with the terms and conditions of this Agreement for the sole and limited purpose of evaluating the Material and determining if the Material may be used for Commercial Purposes or any other purpose agreed to by the Parties ("Purpose"). Within a period of thirty (30) days from the completion of the Purpose, Schering shall notify Supplier in writing of its intention to use the Material for Commercial Purposes, and the Parties agree to enter into a license agreement, under which Supplier shall grant to Schering an exclusive license (with right to grant sublicenses) to develop the Material under the Patent Rights for Commercial Purposes in the Field within the Territory. Such license agreement shall include, without limitation, the milestone payments set forth on Exhibit A hereof.

3. Obligations of Schering.

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3.01 During the term of this Agreement and for a period of five (5) years from the date of expiration or termination of this Agreement, Schering shall: (a) protect and hold in confidence the Information of Supplier; (b) not disclose or use, or cause to be disclosed or used, such Information to or by any Person except with the prior written consent of Supplier and in accordance with this Agreement; (c) handle, preserve, and protect such Information with at least the same degree of care Schering affords its own confidential information; and (d) use diligent efforts to ensure that each of its Agents preserves and protects the confidentiality of such Information.

3.02 Schering's duty of confidentiality under this Section 3 shall not apply to any Information of Supplier that:

(a) was demonstrably known to Schering prior to the date such Information was disclosed by Supplier;

(b) was known or available generally to the public prior to the date such Information was disclosed by Supplier;

(c) becomes known or available generally to the public, subsequent to the date such Information was disclosed by Supplier, through no act of Schering in violation of this Agreement;

(d) is or was disclosed by Supplier to any Person without an obligation to maintain confidentiality;

(e) is or was developed independently by Schering or its Agents without any breach of this Agreement;

(f) is received by Schering from a Person and is not subject to any obligation of confidentiality owed by such Person to Supplier; or

(g) subject to Section 3.04 hereof, is required to be disclosed by Schering pursuant to any applicable law or judicial or governmental order.

3.03 Failure by Schering to disclose the existence of any of the conditions set forth in Section 3.02 hereof shall not be deemed a representation that such conditions do not exist or that such conditions have been waived.

3.04 Schering shall notify Supplier of receipt of any process, subpoena, demand, or request by any Person to disclose Information of Supplier, and shall, as soon as practicable but in no event later than five (5) business days from the date of such receipt, furnish to Supplier a copy of such process, subpoena, demand, or request and inform Supplier of the circumstances relating thereto. Schering shall, at its cost and expense, take all reasonable steps to maintain and protect the confidentiality of the Information of Supplier; provided, however, that nothing in this Agreement shall be deemed to require Schering to violate any law or court order. Supplier also shall have the right to take any legal action to prevent disclosure of its Information, including, without limitation, the right to appear on behalf of Schering, to represent Schering, and to employ counsel of its choice for these purposes. If Supplier elects to exercise its rights under this Section 3.04, it shall do so at its cost and expense and shall hold harmless, defend, and indemnify Schering from and against any and all legal responsibility or liability from the exercise of these rights. If Supplier elects not to exercise any such rights or Schering is nonetheless legally compelled to disclose the Information of Supplier, then Schering may, without liability under this Agreement, disclose only that portion of such Information that it is legally compelled to disclose and shall furnish to Supplier a copy of the Information disclosed and all correspondence and communications relating to such disclosure.

3.05 Except as provided in Sections 3.02 and 3.04 hereof, Schering shall: (a) limit disclosure of any Information received by it under

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this Agreement to only those of its Agents who are directly involved in the evaluation of the Information; (b) upon such disclosure, advise such Agents of the proprietary nature of such Information; and (c) subject to Section 3.06 hereof, be responsible for any breach of this Agreement by its Agents.

3.06 Schering shall, within five (5) days from the date of receipt of notice or knowledge, notify Supplier of, and provide all information and documents relating to, any breach of this Section 3, including, without limitation, conditions or circumstances that indicate that the Information of Supplier has been or may have been disclosed or used without the written consent of Supplier; provided, however, that a disclosure of the Information of Supplier shall not be deemed a violation of this Agreement, if such Information (a) is disclosed by Schering or its Agents, inadvertently, accidentally, or without Schering's informed authorization despite the degree of care which Schering affords its own confidential information or (b) subject to
Section 3.04 hereof, is produced in any judicial or governmental action, whether or not pursuant to a protective order. Schering shall, upon the request of Supplier and at the cost and expense of Schering, take all steps reasonably necessary to recover any and all such Information that has been or may have been improperly disclosed or used.

4. Representations and Warranties.

4.01 Supplier represents and warrants to Schering that Supplier has, as of the date of this Agreement, no obligation or commitment, and will not, during the term of this Agreement: (a) assume or undertake any obligation or commitment, that is inconsistent with its obligations under, or the terms and conditions of, this Agreement, including, without limitation, Sections 3 through 9 hereof or (b) enter into negotiations with any Person regarding the Material.

4.02 Supplier represents and warrants that it is the lawful owner or licensee of the Material and all Information to be disclosed by it under this Agreement, and that it has the right to disclose all such Information to Schering.

4.03 Schering represents and warrants to Supplier that Schering shall comply with all laws, rules and regulations applicable to the handling and storage of the Material.

5. Ownership of Patents.

5.01 All rights, title, and interest to and in the Information of Supplier shall be and remain the property of Supplier, and no license, right, title, or interest to or in any such Information shall be granted or created by this Agreement, except the right to receive the Information for the Purpose, or may be granted or created, except by written agreement signed by a duly authorized representative of Supplier. Schering shall not use the Material for Commercial Purposes.

5.02\All rights, title, and interest to the Developments, Findings, Modifications, New Substances, New Uses, Results or the non-modified parental Schering Vero cells and any modified cell lines based thereon, shall be and remain the property of Schering, and no license, right, title, or interest shall be granted or created by this Agreement, except by written agreement signed by a duly authorized representative of Schering.

6. Term and Termination.

6.01 This Agreement shall become effective as of the Effective Date, and, except as provided in this Section 6, shall continue in effect until such time as: (a) Schering terminates this Agreement, in its reasonable discretion, with or without cause, by notice to Supplier in accordance with Section 12 hereof; (b) Schering notifies Supplier in writing that it has completed the Purpose and does not wish to secure from Supplier a license to use the Material for Commercial Purposes; or (c) a Party fails to remedy or otherwise cure a breach of any material obligation under this Agreement within thirty (30) days from the date of receipt of notice of such breach given by the other Party; provided, however, that, if such breach was outside the control of such Party or such Party cures such breach within such thirty (30)-day period, then there shall be no termination of this Agreement pursuant to Section 6.01(c) hereof.

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6.02 Upon Supplier's written request, Schering shall, within twenty
(20) days from the date of expiration or termination of this Agreement, return to Supplier or destroy all Material in its possession and all extant copies of Supplier's Information, except one
(1) copy which may be retained for legal purposes. Notwithstanding any return of Supplier's Information in accordance with this Section 6.02, the other duties and obligations of Schering under this Agreement that, by their nature, are to be performed or observed after expiration or termination of this Agreement, including, without limitation, Schering's duties and obligations under Section 3 hereof, shall continue in effect.

7. Independent Contractor. Nothing contained in this Agreement shall be construed to constitute either Party as a partner or agent of the other Party or to create any other form of legal association that would impose liability upon a Party for any act or omission of the other Party or provide a Party with the right, power, or authority to create or impose any duty or obligation on the other Party, it being intended that each Party shall remain an independent contractor acting in its own name and for its own account.

8. Headings, Counterparts and Ambiguities. The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument. In interpreting any provision of this Agreement, no weight shall be given to, nor shall any construction or interpretation be influenced by, the fact that counsel for one of the Parties drafted this Agreement, each Party recognizing that it and its counsel have had an opportunity to review this Agreement and have contributed to the final form of the same.

9. Assignment and Amendment. Neither Party shall assign this Agreement, any portion hereof, or any obligation hereunder, except with the prior written consent of the other Party. Neither this Agreement nor any of the terms hereof may be amended, supplemented, waived, or modified except in a specific writing signed by each of the Parties.

10. Waiver. A Party's failure to exercise or enforce any right conferred upon it hereunder shall not be deemed a waiver of any such right or any other right or operate to bar the exercise or performance thereof at any time or times thereafter; nor shall a Party's waiver of any right hereunder at any time be deemed a waiver thereof for any other time.

11. Governing Law. This Agreement and all issues arising hereunder or relating hereto, including, without limitation, its construction, validity, breach, and damages for breach, shall be governed by and construed in accordance with the laws of the State of New Jersey (without regard to its conflict of laws principles). Any action, cause of action, or dispute arising under or relating to this Agreement shall be brought only in the courts of the State of New Jersey or the federal court of the United States, located in Newark, New Jersey, and each of the Parties expressly consents to personal jurisdiction in the State of New Jersey with respect to such action, cause of action, or dispute.

12. Notices. Any notice required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when (a) delivered by hand, courier, or express mail service (with written confirmation of receipt), (b) sent by facsimile (with provision for assurance of receipt in a manner typical with respect to communications of that type), or (c) mailed by registered or certified first class mail, return receipt requested, at the address or facsimile number set forth below (or to such other person, address, or facsimile (fax) number as a Party may, from time to time, designate by written notice):

(i) if to Schering:

Schering-Plough Animal Health Corporation 21401 West Center Road Elkhorn, Nebraska 68022 Attention: Michael J. Bartkoski, Jr.

Fax: 402.289.6200;

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(ii) if to Supplier:

Provectus Pharmaceuticals, Inc. 7327 Oak Ridge Highway, Suite A Knoxville, Tennessee 37931 Attention: Craig Dees, Ph.D.

Fax: 865.769.4013.

13. Publicity. Neither Party shall, except with the prior written consent of the other Party, use, disclose, or otherwise identify the name of the other Party or any of its affiliates or the nature of this Agreement, the Material, or the Information in any advertising, promotional material, or publication.

14. Entire Agreement. This Agreement represents and contains the full and complete understanding and agreement of the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, and statements, including any specific legends or statements associated with the Information when received.

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

PROVECTUS PHARMACEUTICAL, INC.

By:     /s/ H. Craig Dees
        ---------------------------------------
Name:   H. Craig Dees, Ph.D.
Title:  CEO

SCHERING-PLOUGH ANIMAL HEALTH CORPORATION

By:     /s/ Kanwal J. Varma
        ----------------------------------------
Name:   Kanwal J. Varma
Title:  Vice President, Research & Development

6

Exhibit 10.2

Provectus Pharmaceuticals, Inc.

Amended and Restated 2002 Stock Plan

1. Purpose of the Plan

The purpose of the Provectus Pharmaceuticals, Inc. 2002 Stock Plan is to enable the Corporation to provide an incentive to Officers, Directors, Employees, and Consultants whose present and potential contributions are important to the continued success of the Corporation, to afford these individuals the opportunity to acquire a proprietary interest in the Corporation, and to enable the Corporation to enlist and retain in its employment the best available talent for the successful conduct of its business. It is intended that this purpose will be effected through the granting of (a) Options, (b) Stock Appreciation Rights, (c) Stock Purchase Rights, and (d) Long-Term Performance Awards.

2. Definitions

As used herein, the following definitions shall apply:

(a) "Administrator" means the Board or such of its Committees as shall be administering the Plan, in accordance with Section 5 of the Plan.

(b) "Applicable Laws" means the legal requirements relating to the administration of stock option plans under applicable securities laws, Nevada corporate law and the Code.

(c) "Award Agreement" means a written agreement between the Corporation and an Participant that evidences the specific terms and conditions of an individual Option or Right, subject to the general terms and conditions of the Plan.

(d) "Board" means the Board of Directors of the Corporation.

(e) "Change in Control" means the occurrence of any of the following:

(i) When any "person," as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Corporation, a Subsidiary or a Corporation employee benefit plan, including any trustee of such plan acting as trustee) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing fifty percent (50%) or more of the combined voting power of the Corporation's then outstanding securities entitled to vote generally in the election of directors; or

(ii) The stockholders of the Corporation approve a merger or consolidation of the Corporation with any other corporation, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Corporation approve an agreement for the sale or disposition by the Corporation of all or substantially all the Corporation's assets; or

(iii) A change in the composition of the Board of Directors of the Corporation, as a result of which fewer than a majority of the directors are Incumbent Directors.

(f) "Change in Control Price" means any one of the following, as determined by the Board:

(i) the highest Fair Market Value of a Share within the 60-day period immediately preceding the date of determination of the Change in Control Price by the Board (the "60-Day Period"); or


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AMENDED AND RESTATED 2002 STOCK PLAN

(ii) the highest price paid or offered per Share, as determined by the Board, in any bona fide transaction or bona fide offer related to the Change in Control of the Corporation, at any time within the 60-Day Period; or

(iii) such lower price as the Board, in its discretion, determines to be a reasonable estimate of the fair market value of a Share.

(g) "Code" means the Internal Revenue Code of 1986, as amended.

(h) "Committee" means a Committee appointed by the Board in accordance with
Section 5 of the Plan.

(i) "Common Stock" means the common shares, $.001 par value, of the Corporation.

(j) "Corporation" means Provectus Pharmaceuticals, Inc., a Nevada corporation.

(k) "Consultant" means any person, including an advisor, engaged by the Corporation or a Parent or Subsidiary to render services and who is compensated for such services, and which services are in no way related to a "capital raising" transaction.

(l) "Continuous Status as an Employee or Consultant" means that the employment or consulting relationship is not interrupted or terminated by the Corporation, any Parent or Subsidiary. Continuous Status as an Employee or Consultant shall not be considered interrupted in the case of: (i) any leave of absence approved by the Board, including sick leave, military leave, or any other personal leave; provided, however, that for purposes of Incentive Stock Options, any such leave may not exceed 90 days, unless reemployment upon the expiration of such leave is guaranteed by contract (including certain Corporation policies) or statute; or (ii) transfers between locations of the Corporation or between the Corporation, its Parent, its Subsidiaries or its successor.

(m) "Director" means a member of the Board.

(n) "Disability" means total and permanent disability as defined in Section 22(e)(3) of the Code.

(o) "Employee" means any person, including Officers and Directors, employed by the Corporation or any Parent or Subsidiary of the Corporation. Neither service as a Director nor payment of a director's fee by the Corporation shall be sufficient to constitute "employment" by the Corporation.

(p) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(q) "Fair Market Value" means, as of any date, the value of Common Stock determined as follows:

(i) the average on the applicable date of the high and low prices of a share of Common Stock on the principal national securities exchange on which shares of Common Stock then are trading, or, if shares were not traded on such date, then on the next preceding date on which a trade occurred; or

(ii) if shares of Common Stock are not traded on a national securities exchange but are listed on the Nasdaq Stock Market ("Nasdaq"), the last reported sale price on such date as reported by Nasdaq; or

(iii) if shares of Common Stock are not traded on a national securities exchange and are not listed on Nasdaq, the closing bid price (or average bid prices) last quoted on such date by an established quotation service for over-the-counter securities; or

(iv) if shares of Common Stock are not traded on such date, the fair market value of a share of Common Stock as established by the Board acting in good faith and taking into consideration all factors which it deems appropriate, including recent sale or offer prices for Common Stock in private arm's-length transactions.

(r) "Incentive Stock Option" means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

PROVECTUS PHARMACEUTICALS, INC.

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AMENDED AND RESTATED 2002 STOCK PLAN

(s) "Incumbent Directors" means Directors who either (i) are Directors as of the date the Plan is approved by the stockholders of the Corporation, or (ii) are elected, or nominated for election, to the Board of Directors of the Corporation with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Corporation).

(t) "Long-Term Performance Award" means an award under Section 9 of the Plan, evidenced by a Award Agreement, that permits the recipient to receive a cash or stock bonus (as determined by the Administrator) upon satisfaction of such Corporation, Subsidiary and/or individual performance factors or other criteria as the Administrator may deem appropriate and set out in the individual Award Agreement.

(u) "Nonqualified Stock Option" means any Option that is not an Incentive Stock Option.

(v) "Officer" means a person who is an officer of the Corporation within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

(w) "Option" means a stock option granted pursuant to the Plan.

(x) "Option Exchange Program" means a program whereby outstanding options are surrendered in exchange for options with a lower exercise price.

(y) "Optioned Stock" means the Common Stock subject to an Option or Right.

(z) "Parent" means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the Code.

(aa) "Participant" means an Officer, Director, Employee or Consultant who holds an outstanding Option or Right.

(bb) "Plan" means the Provectus Pharmaceuticals, Inc. Amended and Restated 2002 Stock Plan, as amended from time to time.

(cc) "Restricted Stock" means shares of Common Stock acquired pursuant to a grant of Stock Purchase Rights under Section 8 of the Plan and subject to a Award Agreement.

(dd) "Right" means and includes SARs, Long-Term Performance awards and Stock Purchase Rights granted pursuant to the Plan.

(ee) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor rule thereto, as in effect when discretion is being exercised with respect to the Plan.

(ff) "SAR" means a stock appreciation right granted pursuant to Section 7.2 of the Plan.

(gg) "Share" means a share of the Common Stock, as adjusted in accordance with Section 11 of the Plan.

(hh) "Stock Purchase Right" means the right to purchase Common Stock pursuant to Section 8 of the Plan, as evidenced by a Award Agreement.

(ii) "Subsidiary" means a "subsidiary corporation," whether now or hereafter existing, as defined in Section 424(f) of the Code.

3. Eligibility

Nonqualified Stock Options and Rights may be granted to Employees and Consultants, including Officers and Directors who are Employees or Consultants, and to Directors who are not Employees. Incentive Stock Options may be granted only to Employees. If otherwise eligible, an Employee, Consultant or Director who has been granted an Option or Right may be granted additional Options or Rights.

PROVECTUS PHARMACEUTICALS, INC.

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AMENDED AND RESTATED 2002 STOCK PLAN

4. Stock Subject to the Plan

The total number of Shares reserved and available for issuance under the Plan is 2,000,000 Shares. If any Shares that have been optioned under an Option cease to be subject to such Option (other than through exercise of the Option), or if any Option or Right granted hereunder is forfeited, or any such award otherwise terminates prior to the issuance of Common Stock to the participant, the Shares that were subject to such Option or Right shall again be available for distribution in connection with future Option or right grants under the Plan. In addition, Shares that have been subject to SARs exercised for cash, whether granted in connection with or independently of options, shall again be available for distribution under the Plan. Shares that have actually been issued under the Plan, whether upon exercise of an Option or Right, shall not in any event be returned to the Plan and shall not become available for future distribution under the Plan, except that if Shares of Restricted Stock were repurchased by the Corporation at their original purchase price, and the original purchaser of such Shares did not receive any benefits of ownership of such Shares, such Shares shall become available for future grant under the Plan. For purposes of the preceding sentence, voting rights shall not be considered a benefit of Share ownership.

5. Administration

5.1. Composition of Administrator

(a) Multiple Administrative Bodies. If required or permitted by Rule 16b-3 and Applicable Laws, the Plan may (but need not) be administered by different administrative bodies with respect to (i) Directors who are employees, (ii) Officers who are not Directors and (iii) Employees who are neither Directors nor Officers.

(b) Administration with respect to Directors and Officers. With respect to grants of Options and Rights to eligible participants who are Officers or Directors of the Corporation, the Plan shall be administered by (i) the Board, if the Board may administer the Plan in compliance with Rule 16b-3 as it applies to a plan intended to qualify thereunder as a discretionary grant or award plan, or (ii) a Committee designated by the Board to administer the Plan, which Committee shall be constituted (A) in such a manner as to permit the Plan to comply with Rule 16b-3 as it applies to a plan intended to qualify thereunder as a discretionary grant or award plan and (B) in such a manner as to satisfy the Applicable Laws.

(c) Administration with respect to Other Persons. With respect to grants of Options to eligible participants who are neither Directors nor Officers of the Corporation, the Plan shall be administered by (i) the Board or (ii) a Committee designated by the Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws.

(d) General. Once a Committee has been appointed pursuant to Sections 5.1(b) and/or 5.1(c), such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of any Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies (however caused) and remove all members of a Committee and thereafter directly administer the Plan, all to the extent permitted by the Applicable Laws and, in the case of a Committee appointed under Section 5.1(c), to the extent permitted by Rule 16b-3 as it applies to a plan intended to qualify thereunder as a discretionary grant or award plan.

(e) Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion:

(i) to determine the Fair Market Value of the Common Stock, in accordance with Section 2(n) of the Plan;

(ii) to select the Consultants and Employees to whom Options and Rights may be granted hereunder;

(iii) to determine whether and to what extent Options and Rights or any combination thereof, are granted hereunder;

PROVECTUS PHARMACEUTICALS, INC.

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AMENDED AND RESTATED 2002 STOCK PLAN

(iv) to determine the number of shares of Common Stock to be covered by each Option and Right granted hereunder;

(v) to approve forms of agreement for use under the Plan;

(vi) to determine the terms and conditions of any award granted hereunder, which shall not be inconsistent with the terms of the Plan and shall include, but not be limited to, the exercise price, the time or times when Options or Rights may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Option or Right or the shares of Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

(vii) to construe and interpret the terms of the Plan;

(viii) to prescribe, amend and rescind rules and regulations relating to the Plan;

(ix) to determine whether and under what circumstances an Option or Right may be settled in cash instead of Common Stock or Common Stock instead of cash;

(x) to reduce the exercise price of any Option or Right;

(xi) to modify or amend each Option or Right (subject to Section 13 of the Plan);

(xii) to authorize any person to execute on behalf of the Corporation any instrument required to effect the grant of an Option or Right previously granted by the Administrator;

(xiii) to institute an Option Exchange Program;

(xiv) to determine the terms and restrictions applicable to Options and Rights and any Restricted Stock; and

(xv) to make all other determinations deemed necessary or advisable for administering the Plan.

(f) Effect of Administrator's Decision. The Administrator's decisions, determinations and interpretations shall be final and binding on all Participants and any other holders of Options or Rights.

6. Duration of the Plan

The Plan shall remain in effect until terminated by the Board under the terms of the Plan; provided, that in no event may Incentive Stock Options be granted under the Plan later than 10 years from the date the Plan was adopted by the Board.

7. Options and SARs

7.1. Options

The Administrator, in its discretion, may grant Options to eligible participants and shall determine whether such Options shall be Incentive Stock Options or Nonqualified Stock Options. Each Option shall be evidenced by a Award Agreement which shall expressly identify the Options as Incentive Stock Options or as Nonqualified Stock Options, and be in such form and contain such provisions as the Administrator shall from time to time deem appropriate. Without limiting the foregoing, the Administrator may at any time authorize the Corporation, with the consent of the respective recipients, to issue new Options or Rights in exchange for the surrender and cancellation of outstanding Options or Rights. Option agreements shall contain the following terms and conditions:

(a) Exercise Price; Number of Shares. The per Share exercise price for the Shares issuable pursuant to an Option shall be such price as is determined by the Administrator; provided, however, that in the case of an Incentive Stock

PROVECTUS PHARMACEUTICALS, INC.

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AMENDED AND RESTATED 2002 STOCK PLAN

Option, the price shall be no less than 100% of the Fair Market Value of the Common Stock on the date the Option is granted, subject to any additional conditions set out in Section 7.1(d) of the Plan. The Award Agreement shall specify the number of Shares to which it pertains.

(b) Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator will determine the terms and conditions to be satisfied before Shares may be purchased, including the dates on which Shares subject to the Option may first be purchased. The Administrator may specify that an Option may not be exercised until the completion of the service period specified at the time of grant. (Any such period is referred to herein as the "waiting period.") At the time an Option is granted, the Administrator shall fix the period within which the Option may be exercised, which shall not be earlier than the end of the waiting period, if any, nor, in the case of an Incentive Stock Option, later than 10 years from the date of grant.

(c) Form of Payment. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant) and may consist entirely of:

(i) cash;

(ii) check;

(iii) promissory note;

(iv) other Shares which (A) in the case of Shares acquired upon exercise of an option, have been owned by the Participant for more than six months on the date of surrender, and (B) have a Fair Market Value on the date of surrender not greater than the aggregate exercise price of the Shares as to which said Option shall be exercised;

(v) delivery of a properly executed exercise notice together with such other documentation as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Corporation of the sale or loan proceeds required to pay the exercise price;

(vi) any combination of the foregoing methods of payment; or

(vii) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws.

(d) Special Incentive Stock Option Provisions. In addition to the foregoing, Options granted under the Plan which are intended to be Incentive Stock Options under Section 422 of the Code shall be subject to the following terms and conditions:

(i) Dollar Limitation. To the extent that the aggregate Fair Market Value of (A) the Shares with respect to which Options designated as Incentive Stock Options plus (B) the shares of stock of the Corporation, Parent and any Subsidiary with respect to which other incentive stock options are exercisable for the first time by an Participant during any calendar year under all plans of the Corporation and any Parent and Subsidiary exceeds $100,000, such Options shall be treated as Nonqualified Stock Options. For purposes of the preceding sentence, (1) Options shall be taken into account in the order in which they were granted, and (2) the Fair Market Value of the Shares shall be determined as of the time the Option or other incentive stock option is granted.

(ii) 10% Stockholder. If any Participant to whom an Incentive Stock Option is to be granted pursuant to the provisions of the Plan is, on the date of grant, the owner of Common Stock (as determined under Section 424(d) of the Code) possessing more than 10% of the total combined voting power of all classes of stock of the Corporation or any Parent or Subsidiary of the Corporation, then the following special provisions shall be applicable to the Option granted to such individual:

(A) The per Share Option price of Shares subject to such Incentive Stock Option shall not be less than 110% of the Fair Market Value of Common Stock on the date of grant; and

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AMENDED AND RESTATED 2002 STOCK PLAN

(B) The Option shall not have a term in excess of 10 years from the date of grant. Except as modified by the preceding provisions of this Section 7.1(d)and except as otherwise limited by Section 422 of the Code, all of the provisions of the Plan shall be applicable to the Incentive Stock Options granted hereunder.

(e) Other Provisions. Each Option granted under the Plan may contain such other terms, provisions, and conditions not inconsistent with the Plan as may be determined by the Administrator.

(f) Buyout Provisions. The Administrator may at any time offer to buy out for a payment in cash or Shares, an Option previously granted, based on such terms and conditions as the Administrator shall establish and communicate to the Participant at the time that such offer is made.

7.2. Stock Appreciation Rights

(a) In Connection with Options. At the sole discretion of the Administrator, SARs may be granted in connection with all or any part of an Option, either concurrently with the grant of the Option or at any time thereafter during the term of the Option. The following provisions apply to SARs that are granted in connection with Options:

(i) The SAR shall entitle the Participant to exercise the SAR by surrendering to the Corporation unexercised a portion of the related Option. The Participant shall receive in Exchange from the Corporation an amount equal to the excess of (A) the Fair Market Value on the date of exercise of the SAR of the Common Stock covered by the surrendered portion of the related Option over (B) the exercise price of the Common Stock covered by the surrendered portion of the related Option. Notwithstanding the foregoing, the Administrator may place limits on the amount that may be paid upon exercise of an SAR; provided, however, that such limit shall not restrict the exercisability of the related Option.

(ii) When an SAR is exercised, the related Option, to the extent surrendered, shall cease to be exercisable.

(iii) An SAR shall be exercisable only when and to the extent that the related Option is exercisable and shall expire no later than the date on which the related Option expires.

(iv) An SAR may only be exercised at a time when the Fair Market Value of the Common Stock covered by the related Option exceeds the exercise price of the Common Stock covered by the related Option.

(b) Independent of Options. At the sole discretion of the Administrator, SARs may be granted without related Options. The following provisions apply to SARs that are not granted in connection with Options:

(i) The SAR shall entitle the Participant, by exercising the SAR, to receive from the Corporation an amount equal to the excess of (A) the Fair Market Value of the Common Stock covered by the exercised portion of the SAR, as of the date of such exercise, over (B) the Fair Market Value of the Common Stock covered by the exercised portion of the SAR, as of the last market trading date prior to the date on which the SAR was granted; provided, however, that the Administrator may place limits on the aggregate amount that may be paid upon exercise of an SAR.

(ii) SARs shall be exercisable, in whole or in part, at such times as the Administrator shall specify in the Participant's SAR agreement.

(c) Form of Payment. The Corporation's obligation arising upon the exercise of an SAR may be paid in Common Stock or in cash, or in any combination of Common Stock and cash, as the Administrator, in its sole discretion, may determine. Shares issued upon the exercise of an SAR shall be valued at their Fair Market Value as of the date of exercise.

(d) Performance-Based Compensation Limitations. No Employee shall be granted, in any fiscal year of the Corporation, Options or SARs to receive more than 100,000 Shares of Common Stock, provided that the Corporation may make an

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AMENDED AND RESTATED 2002 STOCK PLAN

additional one-time grant of up to 100,000 Shares to newly-hired Employees. The foregoing limitations shall adjust proportionately in connection with any change in the Corporation's recapitalization as described in Section 11.1.

7.3. Method of Exercise

(a) Procedure for Exercise; Rights as a Stockholder. Any Option or SAR granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator and as shall be permissible under the terms of the Plan.

An Option may not be exercised for a fraction of a Share.

An Option or SAR shall be deemed to be exercised when written notice of such exercise has been given to the Corporation in accordance with the terms of the Option or SAR by the person entitled to exercise the Option or SAR and full payment for the Shares with respect to which the Option is exercised has been received by the Corporation. Full payment may, as authorized by the Administrator (and, in the case of an Incentive Stock Option, determined at the time of grant) and permitted by the Award Agreement consist of any consideration and method of payment allowable under Section 7.1(c) of the Plan. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 11 of the Plan.

Exercise of an Option in any manner shall result in a decrease in the number of Shares which thereafter shall be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. Exercise of an SAR in any manner shall, to the extent the SAR is exercised, result in a decrease in the number of Shares which thereafter shall be available for purposes of the Plan, and the SAR shall cease to be exercisable to the extent it has been exercised.

(b) Rule 16b-3. Options and SARs granted to individuals subject to Section 16 of the Exchange Act ("Insiders") must comply with the applicable provisions of Rule 16b-3 and shall contain such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions.

(c) Termination of Employment or Consulting Relationship. In the event an Participant's Continuous Status as an Employee or Consultant terminates (other than upon the Participant's death or Disability), the Participant may exercise his or her Option or SAR, but only within such period of time as is determined by the Administrator at the time of grant, not to exceed six months (three months in the case of an Incentive Stock Option) from the date of such termination, and only to the extent that the Participant was entitled to exercise it at the date of such termination (but in no event later than the expiration of the term of such Option or SAR as set forth in the Option or Award Agreement). To the extent that Participant was not entitled to exercise an Option or SAR at the date of such termination, and to the extent that the Participant does not exercise such Option or SAR (to the extent otherwise so entitled) within the time specified herein, the Option or SAR shall terminate.

(d) Disability of Participant. In the event an Participant's Continuous Status as an Employee or Consultant terminates as a result of the Participant's Disability, the Participant may exercise his or her Option or SAR, but only within 12 months from the date of such termination, and only to the extent that the Participant was entitled to exercise it at the date of such termination (but in no event later than the expiration of the term of such Option or SAR as set forth in the Option or Award Agreement). To the extent that Participant was not entitled to exercise an Option or SAR at the date of such termination, and to the extent that the Participant does not exercise such Option or SAR (to the extent otherwise so entitled) within the time specified herein, the Option or SAR shall terminate.

(e) Death of Participant. In the event of an Participant's death, the Participant's estate or a person who acquired the right to exercise the deceased Participant's Option or SAR by bequest or inheritance may exercise the Option or

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AMENDED AND RESTATED 2002 STOCK PLAN

SAR, but only within 12 months following the date of death, and only to the extent that the Participant was entitled to exercise it at the date of death (but in no event later than the expiration of the term of such Option or SAR as set forth in the Option or Award Agreement). To the extent that Participant was not entitled to exercise an Option or SAR at the date of death, and to the extent that the Participant's estate or a person who acquired the right to exercise such Option does not exercise such Option or SAR (to the extent otherwise so entitled) within the time specified herein, the Option or SAR shall terminate.

8. Stock Purchase Rights

8.1. Rights to Purchase

Stock Purchase Rights may be issued either alone, in addition to, or in tandem with other awards granted under the Plan and/or cash awards made outside of the Plan. After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree in writing of the terms, conditions and restrictions related to the offer, including the number of Shares that the offeree shall be entitled to purchase, the price to be paid, and the time within which the offeree must accept such offer, which shall in no event exceed 30 days from the date upon which the Administrator made the determination to grant the Stock Purchase Right. The offer shall be accepted by execution of a Award Agreement in the form determined by the Administrator.

8.2. Repurchase Option

Unless the Administrator determines otherwise, the Award Agreement shall grant the Corporation a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser's employment with the Corporation for any reason (including death or Disability). The purchase price for Shares repurchased pursuant to the Restricted Stock purchase agreement shall be the original price paid by the purchaser and may be paid by cancellation of any indebtedness of the purchaser to the Corporation. The repurchase option shall lapse at such rate as the Administrator may determine.

8.3. Other Provisions

The Award Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion. In addition, the provisions of Award Agreements need not be the same with respect to each purchaser.

8.4. Rule 16b-3

Stock Purchase Rights granted to Insiders, and Shares purchased by Insiders in connection with Stock Purchase Rights, shall be subject to any restrictions applicable thereto in compliance with Rule 16b-3. An Insider may only purchase Shares pursuant to the grant of a Stock Purchase Right, and may only sell Shares purchased pursuant to the grant of a Stock Purchase Right, during such time or times as are permitted by Rule 16b-3.

8.5. Rights as a Stockholder

Once the Stock Purchase Right is exercised, the purchaser shall have the rights equivalent to those of a stockholder, and shall be a stockholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Corporation. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 11 of the Plan.

8.6. Withholding Taxes

In accordance with any applicable administrative guidelines it establishes, the Committee may allow a purchaser to pay the amount of taxes required by law to be withheld as a result of a purchase of Shares or a lapse of restrictions in connection with Shares purchased pursuant to a Stock Purchase Right, by withholding from any payment of Common Stock due as a result of such purchase or lapse of restrictions, or by permitting the purchaser to deliver to the Corporation, Shares having a Fair Market Value, as determined by the Committee, equal to the amount of such required withholding taxes.

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9. Long-Term Performance Awards

9.1. Administration

Long-Term Performance Awards are cash or stock bonus awards that may be granted either alone or in addition to other awards granted under the Plan. Such awards shall be granted for no cash consideration. The Administrator shall determine the nature, length and starting date of any performance period (the "Performance Period") for each Long-Term Performance Award, and shall determine the performance or employment factors, if any, to be used in the determination of Long-Term Performance Awards and the extent to which such Long-Term Performance Awards are valued or have been earned. Long-Term Performance Awards may vary from participant to participant and between groups of participants and shall be based upon the achievement of Corporation, Subsidiary, Parent and/or individual performance factors or upon such other criteria as the Administrator may deem appropriate. Performance Periods may overlap and participants may participate simultaneously with respect to Long-Term Performance Awards that are subject to different Performance Periods and different performance factors and criteria. Long-Term Performance Awards shall be confirmed by, and be subject to the terms of, a Award Agreement. The terms of such awards need not be the same with respect to each participant.

At the beginning of each Performance Period, the Administrator may determine for each Long-Term Performance Award subject to such Performance Period the range of dollar values or number of shares of Common Stock to be awarded to the participant at the end of the Performance Period if and to the extent that the relevant measures of performance for such Long-Term Performance Award are met. Such dollar values or number of shares of Common Stock may be fixed or may vary in accordance with such performance or other criteria as may be determined by the Administrator.

9.2. Adjustment of Awards

The Administrator may adjust the performance factors applicable to the Long-Term Performance Awards to take into account changes in legal, accounting and tax rules and to make such adjustments as the Administrator deems necessary or appropriate to reflect the inclusion or exclusion of the impact of extraordinary or unusual items, events or circumstances in order to avoid windfalls or hardships.

10. Non-Transferability of Options

Options and Rights may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant.

11. Adjustments Upon Changes in Capitalization, Dissolution, Merger, Asset Sale or Change of Control

11.1.Changes in Capitalization

Subject to any required action by the stockholders of the Corporation, the number of shares of Common Stock covered by each outstanding Option and Right, and the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Options or Rights have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option or Right, as well as the price per share of Common Stock covered by each such outstanding Option or Right, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Corporation; provided, however, that conversion of any convertible securities of the Corporation shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option or Right.

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AMENDED AND RESTATED 2002 STOCK PLAN

11.2.Dissolution or Liquidation

In the event of the proposed dissolution or liquidation of the Corporation, to the extent that an Option or Right has not been previously exercised, it will terminate immediately prior to the consummation of such proposed action. The Board may, in the exercise of its sole discretion in such instances, declare that any Option or Right shall terminate as of a date fixed by the Board and give each Participant the right to exercise his or her Option or Right as to all or any part of the Optioned Stock, including Shares as to which the Option or Right would not otherwise be exercisable.

11.3.Merger or Asset Sale

Subject to the provisions of Section 11.4, in the event of a merger of the Corporation with or into another corporation, or the sale of substantially all of the assets of the Corporation, each outstanding Option and Right shall be assumed or an equivalent Option or Right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation does not agree to assume the Option or to substitute an equivalent option, the Administrator shall, in lieu of such assumption or substitution, provide for the Participant to have the right to exercise the Option or Right as to all or a portion of the Optioned Stock, including Shares as to which it would not otherwise be exercisable. If the Administrator makes an Option or Right exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Administrator shall notify the Participant that the Option or Right shall be exercisable for a period of 15 days from the date of such notice, and the Option or Right will terminate upon the expiration of such period. For the purposes of this paragraph, the Option or Right shall be considered assumed if, immediately following the merger or sale of assets, the Option or Right confers the right to purchase, for each Share of Optioned Stock subject to the Option or Right immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other securities or property) received in the merger or sale of assets by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or sale of assets was not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation and the participant, provide for the consideration to be received upon the exercise of the Option or Right, for each Share of Optioned Stock subject to the Option or Right, to be solely common stock of the successor corporation or its Parent equal in Fair Market Value to the per share consideration received by holders of Common Stock in the merger or sale of assets.

11.4.Change in Control

In the event of a "Change in Control" of the Corporation, then the following acceleration and valuation provisions shall apply:

(a) Except as otherwise determined by the Board, in its discretion, prior to the occurrence of a Change in Control, any Options and Rights outstanding on the date such Change in Control is determined to have occurred that are not yet exercisable and vested on such date shall become fully exercisable and vested;

(b) Except as otherwise determined by the Board, in its discretion, prior to the occurrence of a Change in Control, all outstanding Options and Rights, to the extent they are exercisable and vested (including Options and Rights that shall become exercisable and vested pursuant to subparagraph (i) above), shall be terminated in exchange for a cash payment equal to the Change in Control Price, (reduced by the exercise price, if any, applicable to such Options or Rights). These cash proceeds shall be paid to the Participant or, in the event of death of an Participant prior to payment, to the estate of the Participant or to a person who acquired the right to exercise the Option or Right by bequest or inheritance.

12. Date of Grant

The date of grant of an Option or Right shall be, for all purposes, the date on which the Administrator makes the determination granting such Option or Right, or such other later date as is determined by the Administrator. Notice of the determination shall be provided to each Participant within a reasonable time after the date of such grant.

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AMENDED AND RESTATED 2002 STOCK PLAN

13. Amendment and Termination of the Plan

13.1.Amendment and Termination

The Board may amend, alter, suspend or terminate the Plan at any time.

13.2.Effect of Amendment or Termination

No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Corporation.

14. Conditions Upon Issuance of Shares

14.1.Legal Compliance

Shares shall not be issued pursuant to the exercise of an Option or Right unless the exercise of such Option or Right and the issuance and delivery of such Shares shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, Applicable Laws, and the requirements of any stock exchange or quotation system upon which the Shares may then be listed or quoted, and shall be further subject to the approval of counsel for the Corporation with respect to such compliance.

14.2.Investment Representations

As a condition to the exercise of an Option or Right, the Corporation may require the person exercising such Option or Right to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Corporation, such a representation is required.

15. Liability of Corporation

15.1.Inability to Obtain Authority

The inability of the Corporation to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Corporation's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Corporation of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

15.2.Grants Exceeding Allotted Shares

If the Optioned Stock covered by an Option or Right exceeds, as of the date of grant, the number of Shares which may be issued under the Plan without additional stockholder approval, such Option or Right shall be void with respect to such excess Optioned Stock, unless stockholder approval of an amendment sufficiently increasing the number of Shares subject to the Plan is timely obtained in accordance with Section 17(a) of the Plan.

16. Reservation of Shares

The Corporation, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

17. Stockholder Approval

(a) The Corporation shall obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Rule 16b-3 or with Section 422 of the Code (or any successor rule or statute or other applicable law, rule or regulation, including the requirements of any exchange or quotation system on which the Common Stock is listed or quoted). Such stockholder approval, if required, shall be obtained in such a manner and to such a degree as is required by the applicable law, rule or regulation.

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AMENDED AND RESTATED 2002 STOCK PLAN

(b) Continuance of the Plan shall be subject to approval by the stockholders of the Corporation within twelve (12) months before or after the date the Plan is adopted. Such stockholder approval shall be obtained in the manner and to the degree required under applicable federal and state law.

18. Effect on Plan

The Plan amends and restates in its entirety the Provectus Pharmaceuticals, Inc. 2002 Stock Plan (the "Prior Plan"), approved by the Board of Directors of the Corporation on April 22, 2002. Any Options or Rights granted under the Prior Plan shall remain outstanding and hereafter shall be governed by the terms of the Plan.


Exhibit 31.1

Provectus Pharmaceuticals, Inc.

Certification Pursuant to Rule 13a-14(a)
Section 302 Certification

I, H. Craig Dees, Ph.D., the Chief Executive Officer of Provectus Pharmaceuticals, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Provectus Pharmaceuticals, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this quarterly report;

4. The small business issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and.

5. The small business issuer's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of small business issuer's board of directors (or persons performing the equivalent function):

(a) all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial data and have identified for the small business issuer's auditors any material weaknesses in internal controls; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal controls.

Date:    August 14, 2003
                                               /s/ H. Craig Dees
                                              ----------------------------------
                                              H. Craig Dees, Ph.D.
                                              Chief Executive Officer

                                                                    Exhibit 31.2
                                                                    ------------

Provectus Pharmaceuticals, Inc.

Certification Pursuant to Rule 13a-14(a)
Section 302 Certification

I, Daniel R. Hamilton, the Chief Financial Officer of Provectus Pharmaceuticals, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Provectus Pharmaceuticals, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this quarterly report;

4. The small business issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and.

5. The small business issuer's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of small business issuer's board of directors (or persons performing the equivalent function):

(a) all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial data and have identified for the small business issuer's auditors any material weaknesses in internal controls; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal controls.

Date:    August 14, 2003
                                             /s/ Daniel R. Hamilton
                                            ------------------------------------
                                            Daniel R. Hamilton
                                            Chief Financial Officer

                                                                    Exhibit 32.1
                                                                    ------------

Provectus Pharmaceuticals, Inc.

Certification Pursuant to 18 U.S.C. ss. 1350
Section 906 Certifications

Pursuant to 18 U.S.C.ss. 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002 (Public Law 107-204), the undersigned, H. Craig Dees, Ph.D., the Chief Executive Officer of Provectus Pharmaceuticals, Inc., a Nevada corporation (the "Company"), and Daniel R. Hamilton, the Chief Financial Officer of the Company, hereby certify that:

1. The Company's Quarterly Report on Form 10-QSB for the quarter ended March 31, 2003, as filed with the U.S. Securities and Exchange Commission on the date hereof (the "Report"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

This Certification is signed on August 14, 2003.

 /s/ H. Craig Dees
-------------------------------------
H. Craig Dees, Ph.D.
Chief Executive Officer
Provectus Pharmaceuticals, Inc.


 /s/ Daniel R. Hamilton
-------------------------------------
Daniel R. Hamilton
Chief Financial Officer
Provectus Pharmaceuticals, Inc.

A signed original of this written statement required by Section 906 has been provided to Provectus Pharmaceuticals, Inc. and will be retained by Provectus Pharmaceuticals, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.


Exhibit 3.1

CERTIFICATE OF RESTATEMENT OF THE
ARTICLES OF INCORPORATION
OF
PROVECTUS PHARMACEUTICALS, INC.


Pursuant to the provisions of Nevada Revised Statutes ss. 78.403, the

undersigned corporation, by its duly elected President thereunto duly

authorized, hereby certifies that:

1. The name of the corporation (the "Corporation") is Provectus Pharmaceuticals, Inc.

2. The Articles of Incorporation of the Corporation were filed on April 2, 2002; and Articles of Merger of Provectus Pharmaceutical, Inc., a Colorado corporation, into the Corporation were filed on April 2, 2002; and Articles of Amendment to the Articles of Incorporation of the Corporation were filed on April 23, 2002; and Articles of Amendment to the Articles of Incorporation of the Corporation were filed on June 2, 2003.

3. Pursuant to N.R.S. ss. 78.403, resolutions were adopted by the Board of Directors of the Corporation setting forth Restated Articles of Incorporation to restate and further amend the Articles of Incorporation of the Corporation, as amended, at a meeting held on March 24, 2003 pursuant to notice.

4. The Articles of Incorporation of the Corporation, as amended, hereby are restated to read as set forth commencing on the following page, and such restatement correctly sets forth the text of the Articles of Incorporation of the Corporation as amended to the date hereof.

IN WITNESS WHEREOF, the Corporation, by its duly elected and acting

President thereunto duly authorized, has executed this Certificate as of June

20, 2003.

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


1


Restated Articles of Incorporation of Provectus Pharmaceuticals, Inc.


1. Name

The name of the Corporation is:

Provectus Pharmaceuticals, Inc.

2. Purpose

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under Chapter 78 of the Nevada General Statutes.

3. Registered Office and Registered Agent

The address of the Corporation's registered office in the State of Nevada is 502 E. John St. #E, Carson City, Nevada 89706-3078. The name of its registered agent at such address is CSC Services of Nevada, Inc.

4. Directors

4.1. Number of Directors

The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders.

4.2. Liability of Directors

Directors shall not have personal liability to the Corporation or the Corporation's stockholders for monetary damages for a breach of fiduciary duty as a director. This limitation shall not eliminate or limit the liability of a director for (i) any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (ii) unlawful distributions. If Chapter 78 of the Nevada General Statutes is amended after the filing of these Articles of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by Chapter 78 of the Nevada General Statutes, as so amended. Any repeal or modification of this Section 4.2 by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

5. Stock

The total number of shares which the Corporation shall have authority to issue is One Hundred Twenty-Five Million (125,000,000) shares of stock, of which One Hundred Million (100,000,000) shares shall be designated as common shares, par value $.001 per share ("Common Shares"), and Twenty-Five Million (25,000,000) shares shall be designated as preferred shares, par value $.001 per share ("Preferred Shares").

5.1. Common Shares

Every shareholder holding Common Shares shall be entitled to one vote for each Common Share standing in his, her or its name on the books of the Corporation at the time of any regular or special meeting. Subject to the


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rights, preferences and limitations of any series of Preferred Shares that may be designated pursuant to Section 5.2, holders of Common Shares shall be entitled to receive the net assets of the Corporation upon dissolution and to receive any dividends which may be declared from time to time.

5.2. Preferred Shares

Subject to the limitations and in the manner provided by law, Preferred Shares may be issued from time to time in series, and the Board of Directors of the Corporation is hereby authorized to establish and designate series of Preferred Shares, to fix the number of shares constituting each series, and to fix the designations and the relative rights, preferences and limitations of the shares of each series and the variations in the relative rights, preferences and limitations as between series, and to increase and to decrease the number of shares constituting each series. Subject to the limitations and in the manner provided by law, the authority of the Board of Directors of the Corporation with respect to each series shall include without limitation the authority to determine the following:

(a) The designation of such series;

(b) The number of shares initially constituting such series;

(c) The increase, and the decrease to a number not less than the number of the outstanding shares of such series, of the number of shares constituting such series theretofore fixed;

(d) The rate or rates and the times at which dividends on the shares of such series shall be paid, the form in which such dividends shall be paid or payable (which may include additional shares of capital stock of the Corporation) and whether or not such dividends shall be cumulative and, if such dividends shall be cumulative, the date or dates from and after which they shall accumulate; provided, however, that, if the stated dividends are not paid in full, the shares of all series of Preferred Shares ranking pari passu shall share ratably in the payment of dividends, including accumulations, if any, in accordance with the sums which would be payable on such shares if all dividends were declared and paid in full;

(e) Whether or not the shares of such series shall be redeemable and, if such shares shall be redeemable, the terms and conditions of such redemption, including but not limited to the date or dates upon or after which such shares shall be redeemable and the amount per share which shall be payable upon such redemption, which amount may vary under different conditions and at different redemption dates;

(f) The amount payable on the shares of such series in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series;

(g) Whether or not the shares of such series shall have voting rights, in addition to the voting rights provided by law and, if such shares shall have such voting rights, the terms and conditions thereof, including but not limited to the right of the holders of such shares to vote as a separate class either alone or with the holders of shares of one or more other series of Preferred Shares and the right to have more than one vote per share;

(h) Whether or not a sinking fund shall be provided for the redemption of the shares of such series and, if such a sinking fund shall be provided, the terms and conditions thereof;

(i) Whether or not a purchase fund shall be provided for the shares of such series, and, if such a purchase fund shall be provided, the terms and conditions thereof;

(j) Whether or not the shares of such series shall have conversion or exchange privileges, and, if such shares shall have conversion or exchange privileges, the terms and conditions of conversion or exchange, including but not limited to any provision for the adjustment of the conversion rate or the conversion price and whether conversion or exchange can be affected solely by the Corporation or the holder; and

(k) Any other relative rights, preferences and limitations.

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6. Indemnification

6.1. Mandatory Indemnification

The Corporation shall indemnify, to the fullest extent now or hereafter permitted by Nevada law, any director or officer who was or is a party or is threatened to be made a party to, or is involved in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation, or a member of any committee of the Board of Directors of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, partner, trustee, employee or agent or in any other capacity while serving as a director officer, partner, trustee, employee or agent; against all expense, liability and loss (including attorneys' fees, judgments, fines, excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith; and such indemnification shall continue as to a person who has ceased to be a director, officer, partner, trustee, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 6.4, the Corporation shall indemnify any person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

6.2. Permissive Indemnification

The Corporation may indemnify any employee or agent of the Corporation to an extent greater than that required by law only if and to the extent that the directors, in their discretion, may determine.

6.3. Payment of Expenses

Expenses, including attorneys' fees, incurred by a director or officer of the Corporation in defending any proceeding referred to in Section 6.1 shall be paid by the Corporation, in advance of the final disposition of such proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation as authorized in this Section 6, which undertaking may be secured or unsecured, at the discretion of the Corporation.

6.4. Action to Compel Payment

If a claim under Section 6.1 is not paid in full by the Corporation within thirty (30) days after a written claim therefor has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in party, the claimant also shall be entitled to be paid the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under Chapter 78 of the Nevada General Statutes for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Chapter 78 of the Nevada General Statutes, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

6.5. Non-Exclusive Remedy

The indemnification and advancement of expenses provided under this Section 6 shall not be deemed exclusive of any other rights to which those seeking

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indemnification or advancement of expenses may be entitled under any law, these Articles of Incorporation, the Bylaws of the Corporation, any agreement, vote of stockholders or of disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding office.

6.6. Contractual Obligation

This Section 6 shall be deemed to be a contract between the Corporation and each director or officer of the Corporation, or individual who is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, who serves in such capacity at any time while this Section 6 is in effect. No repeal, amendment or other modification of this
Section 6 shall affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.

6.7. Savings Clause

If this Section 6 or any portion thereof shall be invalidated or found unenforceable on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director, officer, employee or agent of the Corporation against expenses (including attorneys' fees), judgments, fines, excise taxes, penalties and amounts paid in settlement with respect to any proceeding to the full extent permitted by any applicable portion of this Section 6 that shall not have been invalidated or found unenforceable, or by any other applicable law.

6.8. Insurance

The Corporation may maintain insurance, at its expense, to protect itself and on behalf of any director, officer, employee or agent of the Corporation or individual serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under Chapter 78 of the Nevada General Statutes.

6.9. Interpretation

This Section 6 shall be interpreted to allow indemnification of Directors and officers to the fullest extent allowable under Chapter 78 of the Nevada General Statutes, as amended from time to time.

7. Controlling Interest

The provisions of Nevada Revised Statutes ss.ss. 78.378 to 78.3793 inclusive shall not be applied to any acquisition of a controlling interest in the Corporation.

8. Bylaws

In furtherance of, and not in limitation of the powers conferred by statute, the Board of Directors is authorized to adopt, amend, or repeal Bylaws of the Corporation by the vote of a majority of the directors present at any regular or special meeting of the Board or by written consent. The stockholders of the Corporation may not adopt, amend, or repeal any Bylaw unless such action is approved by the affirmative vote of the holders of not less than seventy-five percent (75%) of the voting power of all of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, considered for purposes of this Section 8 as a single class.

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