Exhibit
      4.2

     

    SECURITIES
      PURCHASE AGREEMENT 

     

    This
      Securities Purchase Agreement (this “Agreement”)
      is
      dated as of November 20, 2005, by and among Oragenics, Inc, a Florida
      corporation (the “Company)
      and
      Brian McAlister and George Hawes and their assignees (each a “Purchaser”
and
      collectively the “Purchasers”).

     

    WHEREAS,
      subject to the terms and conditions set forth in this Agreement and pursuant
      to
      applicable exemptions from registration under the Securities Act of 1933, the
      Company desires to issue and sell to each Purchaser, and each Purchaser,
      severally and not jointly, desires to purchase from the Company shares of Common
      Stock and Warrants to purchase shares of Common Stock as set forth herein.
      

     

    NOW,
      THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
      and for other good and valuable consideration the receipt and adequacy of which
      are hereby acknowledged, the parties agree as follows:

     

    


     

    DEFINITIONS
      

     

    Definitions.
      In
      addition to the terms defined elsewhere in this Agreement, for all purposes
      of
      this Agreement, the following terms have the meanings indicated in this Section
      1.1:

     

    “Action”
shall
      have the meaning ascribed to such term in Section 3.1(j).

     

    “Affiliate”
means
      any Person that, directly or indirectly through one or more intermediaries,
      controls or is controlled by or is under common control with a Person as such
      terms are used in and construed under Rule 144. With respect to a Purchaser,
      any
      investment fund or managed account that is managed on a discretionary basis
      by
      the same investment manager as such Purchaser will be deemed to be an Affiliate
      of such Purchaser.

     

    “Business
      Day”
means
      any day except Saturday, Sunday and any day which shall be a federal legal
      holiday or a day on which banking institutions in the State of New York are
      authorized or required by law or other governmental action to
      close.

     

    “Closing”
means
      the closing of the purchase and sale of the Shares and the Warrants pursuant
      to
      Section 2.1.

     

    “Closing
      Date”
means
      the date of the Closing.

     

    “Commission”
means
      the Securities and Exchange Commission.

     

    “Common
      Stock”
means
      the common stock of the Company, $0.001 par value per share, and any securities
      into which such common stock may hereafter be reclassified.

     

    “Disclosure
      Schedules”
means
      the Disclosure Schedules, if any, attached as Annex
      I
      hereto.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended.

     

    “Intellectual
      Property Rights”
shall
      have the meaning ascribed to such term in Section 3.1(o).

     

    “Liens”
means
      a
      lien, charge, security interest, encumbrance, right of first refusal or other
      restriction. 

     


    
      
         

      

      
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    “Material
      Adverse Effect”
shall
      have the meaning ascribed to such term in Section 3.1(b).

     

    “Material
      Permits”
shall
      have the meaning ascribed to such term in Section 3.1(m).

     

    “Person”
means
      an individual or corporation, partnership, trust, incorporated or unincorporated
      association, joint venture, limited liability company, joint stock company,
      government (or an agency or subdivision thereof) or other entity of any
      kind.

     

    “Purchase
      Price”
means,
      as to each Purchaser and the Closing, the amounts set forth below such
      Purchaser’s signature block on the signature page hereto, in United States
      dollars and in immediately available funds.

     

    “Registration
      Rights Agreement”
means
      the Registration Rights Agreement, dated as of the date of this Agreement,
      among
      the Company and each Purchaser, in the form of Exhibit
      A
      hereto.

     

    “Registration
      Statement”
means
      a
      registration statement meeting the requirements set forth in the Registration
      Rights Agreement and covering the resale by the Purchasers of the Shares and
      the
      Warrant Shares.

     

    “Rule
      144”
means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    “SEC
      Reports”
shall
      have the meaning ascribed to such term in Section 3.1(h).

     

    “Securities”
means
      the Shares, the Warrants and the Warrant Shares.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended.

     

    “Shares”
means
      the aggregate up to 3,000,000 shares of Common Stock, of which are being issued
      and sold by the Company to the Purchasers at the Closing.

     

    “Transaction
      Documents”
means
      this Agreement, the Registration Rights Agreement, the Warrant and any other
      documents or written agreements executed by the Company and the Purchasers
      in
      connection with the transactions contemplated hereunder.

     

    “Warrants”
means
      the aggregate of up to 3,000,000 Common Stock purchase warrants, in the form
      of
Exhibit
      B,
      to be
      issued to the Purchasers at Closing, which warrants shall be exercisable
      immediately and have (i) an exercise price equal to $0.60, (ii) a Company option
      to compel the exercise of the warrants or call or redeem the warrants at $.001
      per share upon the trading price of its common stock equal or exceeding $1.20
      and (iii) a term of exercise of two years.

     

    “Warrant
      Shares”
means
      the shares of Common Stock issuable upon exercise of the Warrants.

     

    


     

    PURCHASE
      AND SALE 

     

    Purchase
      and Sale of Securities and Closing.
      At the
      Closing, Purchasers shall purchase, severally and not jointly, and the Company
      shall issue and sell to the Purchasers up to 3,000,000 shares of Common Stock
      and Warrants to purchase up to 3,000,000 shares of Common Stock as set forth
      opposite such Purchaser’s name on the signature page hereto for an aggregate
      purchase price of up to $1,200,000 US. The Closing shall occur on or before
      December 8, 2005 at the offices of Shumaker, Loop & Kendrick, LLP, 101
      Kennedy Boulevard, Suite 2800, Tampa, Florida 33602-5151, or such other time
      and/or location as the parties shall mutually agree. 

     


    
      
         

      

      
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    Closing
      Conditions.

     

    At
      the
      Closing the Company shall deliver or cause to be delivered to each
      Purchaser:

     

    one
      or
      more stock certificates in the name of such Purchaser evidencing such number
      of
      Shares set forth opposite such Purchaser’s name on the signature page
      hereto;

     

    a
      warrant
      certificate, registered in the name of such Purchaser, pursuant to which such
      Purchaser shall have the right to acquire up to the number of Warrant Shares
      set
      forth opposite such Purchaser’s name on the signature page hereto; 

     

    the
      Registration Rights Agreement duly executed by the Company.

     

    (b) At
      the
      Closing each Purchaser shall deliver or cause to be delivered to the Company
      the
      following:

     

    such
      Purchaser’s portion of the Purchase Price by wire transfer to the account of the
      Company as provided to the Purchasers in writing prior to the Closing Date;
      and
      the Registration Rights Agreement duly executed by such Purchaser.

     

    (c) All
      representations and warranties of the other party contained herein shall remain
      true and correct as of the Closing Date (except for representations and
      warranties that speak as of a specific date, which representations and
      warranties must be correct as of such date), all necessary consents and waivers
      of third parties shall have been obtained and each party shall have performed
      and complied in all material respects with the covenants and conditions required
      by this Agreement to be performed or complied with by the party at or prior
      to
      the Closing.

     

    (e) At
      the
      Closing, Mento A. Soponis shall have resigned from the Company’s Board of
      Directors and George Hawes shall have been appointed as a replacement to fill
      such vacancy.

     

    


     

    REPRESENTATIONS
      AND WARRANTIES

     

    Representations
      and Warranties of the Company.
      Except
      as set forth in the SEC Reports or under the corresponding section of the
      Disclosure Schedules delivered concurrently herewith, the Company makes the
      following representations and warranties as of the date hereof and as of the
      Closing Date to each Purchaser: 

     

    Subsidiaries.
      The
      Company has no direct or indirect Subsidiaries. 

     


    
      
         

      

      
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    Organization
      and Qualification.
      The
      Company is an entity duly incorporated or otherwise organized, validly existing
      and in good standing under the laws of the jurisdiction of its incorporation
      or
      organization (as applicable), with the requisite corporate power and authority
      to own and use its properties and assets and to carry on its business as
      currently conducted. The Company is not in violation of any of the provisions
      of
      its certificate or articles of incorporation, bylaws or other organizational
      or
      charter documents. The Company is duly qualified to conduct business and is
      in
      good standing as a foreign corporation or other entity in each jurisdiction
      in
      which the nature of the business conducted or property owned by it makes such
      qualification necessary, except where the failure to be so qualified or in
      good
      standing, as the case may be, would not have or reasonably be expected to result
      in (i) a material adverse effect on the legality, validity or enforceability
      of
      any Transaction Document, (ii) a material adverse effect on the results of
      operations, assets, prospects, business or condition (financial or otherwise)
      of
      the Company, taken as a whole, or (iii) adversely impair the Company’s ability
      to perform fully on a timely basis its obligations under any Transaction
      Document (any of (i), (ii) or (iii), a “Material
      Adverse Effect”).

     

    Authorization;
      Enforcement.
      The
      Company has the requisite corporate power and authority to enter into and to
      consummate the transactions contemplated by each of the Transaction Documents
      and otherwise to carry out its obligations hereunder and thereunder. The
      execution and delivery of each of the Transaction Documents by the Company
      and
      the consummation by it of the transactions contemplated hereby and thereby
      have
      been duly authorized by all necessary action on the part of the Company and
      no
      further consent or action is required by the Company, its Board of Directors
      or
      its stockholders. Each Transaction Document has been (or upon delivery will
      have
      been) duly executed by the Company and, when delivered in accordance with the
      terms hereof, will constitute the valid and binding obligation of the Company,
      enforceable against the Company in accordance with its terms, except (i) as
      limited by general equitable principles and applicable bankruptcy, insolvency,
      reorganization, moratorium and other laws of general application affecting
      enforcement of creditors’ rights generally, (ii) as limited by laws relating to
      the availability of specific performance, injunctive relief or other equitable
      remedies and (iii) insofar as indemnification and contribution provisions may
      be
      limited by applicable law.

     

    No
      Conflicts.
      The
      execution, delivery and performance of the Transaction Documents by the Company
      and the consummation by the Company of the transactions contemplated hereby
      and
      thereby do not and will not (i) conflict with or violate any provision of the
      Company’s certificate or articles of incorporation, bylaws or other
      organizational or charter documents, or (ii) conflict with, or constitute a
      default (or an event that with notice or lapse of time or both would become
      a
      default) under, or give to others any rights of termination, amendment,
      acceleration or cancellation (with or without notice, lapse of time or both)
      of,
      any agreement, credit facility, debt or other instrument (evidencing a Company
      debt or otherwise) or other understanding to which the Company is a party or
      by
      which any property or asset of the Company is bound or affected, or (iii) result
      in a violation of any law, rule, regulation, order, judgment, injunction, decree
      or other restriction of any court or governmental authority to which the Company
      is subject (including federal and state securities laws and regulations), or
      by
      which any property or asset of the Company is bound or affected; except in
      the
      case of each of clauses (ii) and (iii), such as would not have or reasonably
      be
      expected to result in a Material Adverse Effect. 

     


    
      
         

      

      
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    Filings,
      Consents and Approvals.
      The
      Company is not required to obtain any consent, waiver, authorization or order
      of, give any notice to, or make any filing or registration with, any court
      or
      other federal, state, local or other governmental authority or other Person
      in
      connection with the execution, delivery and performance by the Company of the
      Transaction Documents, other than (a) the filing with the Commission of the
      Registration Statement, the application(s) to each Trading Market for the
      listing of the Shares and Warrant Shares for trading thereon in the time and
      manner required thereby, and applicable Blue Sky filings, (b) such as have
      already been obtained or such exemptive filings as are required to be made
      under
      applicable securities laws, and (c) such other filings as may be required
      following the Closing Date under the Securities Act, the Exchange Act and
      corporate law.

     

    Issuance
      of the Securities.
      The
      Securities are duly authorized and, the Shares and Warrant Shares, when issued
      and paid for in accordance with the Transaction Documents, will be duly and
      validly issued, fully paid and nonassessable, free and clear of all Liens and
      shall not be subject to preemptive rights or similar rights of stockholders.
      The
      Company has reserved from its duly authorized capital stock the maximum number
      of shares of Common Stock issuable pursuant to this Agreement and the
      Warrants.

     

    Capitalization.
      The
      number of shares and type of all authorized, issued and outstanding capital
      stock, options and other securities of the Company (whether or not presently
      convertible into or exercisable or exchangeable for shares of capital stock
      of
      the Company) is as set forth in the SEC Reports. All outstanding shares of
      capital stock are duly authorized, validly issued, fully paid and nonassessable
      and have been issued in compliance with all applicable securities laws. Except
      as disclosed in the SEC Reports, there are no outstanding options, warrants,
      script rights to subscribe to, calls or commitments of any character whatsoever
      relating to, or securities, rights or obligations convertible into or
      exercisable or exchangeable for, or giving any Person any right to subscribe
      for
      or acquire, any shares of Common Stock, or contracts, commitments,
      understandings or arrangements by which the Company is or may become bound
      to
      issue additional shares of Common Stock, or securities or rights convertible
      or
      exchangeable into shares of Common Stock. Except as set forth in the SEC
      Reports, there are no anti-dilution or price adjustment provisions contained
      in
      any security issued by the Company (or in any agreement providing rights to
      security holders) and the issue and sale of the Company Securities will not
      obligate the Company to issue shares of Common Stock or other securities to
      any
      Person (other than the Purchasers) and will not result in a right of any holder
      of Company securities to adjust the exercise, conversion, exchange or reset
      price under such securities. 

     

    SEC
      Reports; Financial Statements.

     

    The
      Company has filed all reports required to be filed by it under the Securities
      Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) of the
      Exchange Act, for the two years preceding the date hereof (or such shorter
      period as the Company was required by law to file such material) (the foregoing
      materials, including the exhibits thereto (together with any materials filed
      by
      the Company under the Exchange Act, whether or not required), being collectively
      referred to herein as the “SEC
      Reports”
and,
      together with this Agreement and the Disclosure Schedules to this Agreement,
      the
“Disclosure
      Materials”)
      on a
      timely basis or has received a valid extension of such time of filing and has
      filed any such SEC Reports prior to the expiration of any such extension. True
      and complete copies of the SEC Reports are available at www.sec.gov. 

     


    
      
         

      

      
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    As
      of
      their respective dates, the SEC Reports complied in all material respects with
      the requirements of the Securities Act and the Exchange Act and the rules and
      regulations of the Commission promulgated thereunder, as applicable, and none
      of
      the SEC Reports, when filed, contained any untrue statement of a material fact
      or omitted to state a material fact required to be stated therein or necessary
      in order to make the statements therein, in the light of the circumstances
      under
      which they were made, not misleading.

     

    The
      financial statements of the Company included in the SEC Reports comply in all
      material respects with applicable accounting requirements and the rules and
      regulations of the Commission with respect thereto as in effect at the time
      of
      filing. Such financial statements have been prepared in accordance with
      generally accepted accounting principles applied on a consistent basis during
      the periods involved (“GAAP”),
      except as may be otherwise specified in such financial statements or the notes
      thereto and except that unaudited financial statements may not contain all
      footnotes required by GAAP or may be condensed or summary statements, and fairly
      present in all material respects the financial position of the Company and
      its
      consolidated subsidiaries as of and for the dates thereof and the results of
      operations and cash flows for the periods then ended, subject, in the case
      of
      unaudited statements, to normal, immaterial, year-end audit
      adjustments.

     

    All
      material agreements to which the Company is a party or to which the property
      or
      assets of the Company are subject are included as part of or specifically
      identified in the SEC Reports. Other than the material contracts listed in
      the
      SEC Reports, or as otherwise provided to the Purchasers, the Company has no
      material contracts. Except as set forth in the SEC Reports, the Company is
      not
      in breach or violation of any material contract, which breach or violation
      would
      have a Material Adverse Effect.

     

    Absence
      of Material Changes.
      Since
      the date of the latest audited financial statements included within the SEC
      Reports, except as disclosed in the SEC Reports, (i) there has been no event,
      occurrence or development that has had or that could reasonably be expected
      to
      result in a Material Adverse Effect, (ii) the Company has not incurred any
      liabilities (contingent or otherwise) other than (A) trade payables and accrued
      expenses incurred in the ordinary course of business consistent with past
      practice and (B) liabilities not required to be reflected in the Company’s
      financial statements pursuant to GAAP or required to be disclosed in filings
      made with the Commission, (iii) the Company has not altered its method of
      accounting or the identity of its auditors, (iv) the Company has not declared
      or
      made any dividend or distribution of cash or other property to its stockholders
      or purchased, redeemed or made any agreements to purchase or redeem any shares
      of its capital stock and (v) the Company has not issued any equity securities
      to
      any officer, director or Affiliate, except pursuant to existing Company stock
      option plans and agreements. 

     


    
      
         

      

      
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    Litigation.
      Except
      as disclosed in the SEC Reports, there is no action, suit, inquiry, notice
      of
      violation, proceeding or investigation pending or, to the knowledge of the
      Company, threatened against or affecting the Company, or its properties before
      or by any court, arbitrator, governmental or administrative agency or regulatory
      authority (federal, state, county, local or foreign) (collectively, an
“Action”)
      which
      (i) adversely affects or challenges the legality, validity or enforceability
      of
      any of the Transaction Documents or the Securities or (ii) could, if there
      were
      an unfavorable decision, have or reasonably be expected to result in a Material
      Adverse Effect. 

     

    Labor
      Relations.
      The
      Company is not involved in any material union labor dispute nor, to the
      knowledge of the Company, is any such dispute threatened. The Company believes
      that their relations with their employees are good. No executive officer (as
      defined in Rule 501(f) of the Securities Act) has notified the Company that
      such
      officer intends to leave the Company or otherwise terminate such officer’s
      employment with the Company. The Company is in compliance with all federal,
      state, local and foreign laws and regulations respecting employment and
      employment practices, terms and conditions of employment and wages and hours,
      except where failure to be in compliance would not, either individually or
      in
      the aggregate, result in a Material Adverse Effect.

     

    Compliance.
      Except
      as disclosed in the SEC Reports, the Company (i) is not in default under or
      in
      violation of (and no event has occurred that has not been waived that, with
      notice or lapse of time or both, would result in a default by the Company or
      any
      Subsidiary under), nor has the Company received notice of a claim that it is
      in
      default under or that it is in violation of, any indenture, loan or credit
      agreement or any other agreement or instrument to which it is a party or by
      which it or any of its properties is bound (whether or not such default or
      violation has been waived), (ii) is not in violation of any order of any court,
      arbitrator or governmental body, or (iii) is not or has been in violation of
      any
      statute, rule or regulation of any governmental authority, including without
      limitation all foreign, federal, state and local laws applicable to its
      business, except in the case of clauses (i), (ii) and (iii) as would not have
      or
      reasonably be expected to result in a Material Adverse Effect.

     

    Regulatory
      Permits.
      The
      Company possesses all certificates, authorizations and permits issued by the
      appropriate federal, state, local or foreign regulatory authorities necessary
      to
      conduct its current business as described in the SEC Reports, except where
      the
      failure to possess such permits would not have or reasonably be expected to
      result in a Material Adverse Effect (“Material Permits”), and the Company has
      not received any notice of proceedings relating to the revocation or
      modification of any Material Permit.

     

    Title
      to Assets.
      The
      Company has good and marketable title in fee simple to all real property owned
      by it and good and marketable title in all personal property owned by it, in
      each case free and clear of all Liens, except for Liens as do not materially
      affect the value of such property and do not materially interfere with the
      use
      made and proposed to be made of such property by the Company and Liens for
      the
      payment of federal, state or other taxes, the payment of which is neither
      delinquent nor subject to penalties. To the knowledge of the Company, any real
      property and facilities held under lease by the Company are held by it under
      valid, subsisting and enforceable leases with which the Company is in material
      compliance. 

     


    
      
         

      

      
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    Patents
      and Trademarks.
      The
      Company has, or has rights to use, all patents, patent applications, trademarks,
      trademark applications, service marks, trade names, copyrights, licenses and
      other similar rights that are necessary or material for use in connection with
      their respective businesses as described in the SEC Reports and which the
      failure to so have could have or reasonably be expected to result in a Material
      Adverse Effect (collectively, the “Intellectual
      Property Rights”).
      The
      Company has not received a written notice that the Intellectual Property Rights
      used by the Company violates or infringes the rights of any Person. To the
      knowledge of the Company, all such Intellectual Property Rights are enforceable
      and there is no existing infringement by another Person of any of the
      Intellectual Property Rights.

     

    Insurance.
      The
      Company is insured by insurers of recognized financial responsibility against
      such losses and risks and in such amounts as are prudent and customary in the
      businesses in which the Company is engaged. The Company has no reason to believe
      that it will not be able to renew its existing insurance coverage as and when
      such coverage expires or to obtain similar coverage from similar insurers as
      may
      be necessary to continue its business.

     

    Transactions
      With Affiliates and Employees.
      Except
      as set forth in the SEC Reports, none of the officers or directors of the
      Company and, to the knowledge of the Company, none of the employees of the
      Company is presently a party to any transaction with the Company (other than
      for
      services as employees, officers and directors), including any contract,
      agreement or other arrangement providing for the furnishing of services to
      or
      by, providing for rental of real or personal property to or from, or otherwise
      requiring payments to or from any officer, director or such employee or, to
      the
      knowledge of the Company, any entity in which any officer, director, or any
      such
      employee has a substantial interest or is an officer, director, trustee or
      partner.

     

    Certain
      Fees.
      Except
      for the fees described on Schedule
      3.1(r),
      no
      brokerage or finder’s fees or commissions are or will be payable by the Company
      to any broker, financial advisor or consultant, finder, placement agent,
      investment banker, bank or other Person with respect to the transactions
      contemplated by this Agreement. The Purchasers shall have no obligation with
      respect to any fees or with respect to any claims made by or on behalf of other
      Persons for fees of a type contemplated in this Section that may be due in
      connection with the transactions contemplated by this Agreement.

     

    Private
      Placement.
      Assuming the accuracy of the Purchasers representations and warranties set
      forth
      in Section 3.2 and assuming no unlawful distribution of the Securities by the
      Purchasers, no registration under the Securities Act is required for the offer
      and sale of the Securities by the Company to the Purchasers as contemplated
      hereby. The issuance and sale of the Securities hereunder does not contravene
      the rules and regulations of the American Stock Exchange. Neither the Company
      nor any Person acting on the Company’s behalf has sold or offered to sell or
      solicited any offer to buy the Securities by means of any form of general
      solicitation or advertising. The Company has offered the Shares for sale only
      to
      the Purchasers. 

     

    Registration
      Rights.
      Except
      as described in the SEC Reports and the Purchasers, no Person has any right
      to
      cause the Company to effect the registration under the Securities Act of any
      securities of the Company. 

     


    
      
         

      

      
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    Listing
      and Maintenance Requirements.
      The
      Company’s Common Stock is registered pursuant to Section 12(b) of the Exchange
      Act, and the Company has taken no action designed to, or which to its knowledge
      is likely to have the effect of, terminating the registration of the Common
      Stock under the Exchange Act nor has the Company received any notification
      that
      the Commission is contemplating terminating such registration. The
      Company’s Common Stock is listed on The American Stock Exchange (“AMEX”), and
      the Company has taken no action designed to, or likely to have the effect of
      de-listing the Common Stock from the AMEX, nor to the Company’s knowledge is the
      AMEX currently contemplating terminating such listing. Giving affect to the
      transactions contemplated herein, the Company is unaware of any facts or
      circumstances that would cause it to believe that the Company and the Common
      Stock do not meet the criteria for continued listing and trading on the
      AMEX.
      The
      Company has not, in the two years preceding the date hereof, received notice
      from AMEX to the effect that the Company is not in compliance with the listing
      or maintenance requirements of AMEX. 

     

    Listing
      of the Shares.
      The
      Company shall comply with all requirements of the National Association of
      Securities Dealers, Inc. with respect to the issuance of the Shares and the
      listing thereof on the AMEX. In furtherance thereof, the Company shall use
      its
      best efforts to take such actions as may be necessary and as soon as practicable
      and in no event later than 20 days after the Closing Date to file with the
      AMEX
      an application or other document required by the AMEX and pay all applicable
      fees for the listing of the Shares with the AMEX and shall provide evidence
      of
      such filing to the Investors. 

     

    Disclosure.
      All
      disclosure provided to the Purchasers regarding the Company, its business and
      the transactions contemplated hereby, including the Disclosure Schedules to
      this
      Agreement, furnished by or on behalf of the Company are true and correct and
      do
      not contain any untrue statement of a material fact or omit to state any
      material fact necessary in order to make the statements made therein, in the
      light of the circumstances under which they were made, not misleading. No event
      or circumstance has occurred or information exists with respect to the Company
      or its business, properties, prospects, operations or condition (financial
      or
      otherwise), which, under applicable law, rule or regulation, requires public
      disclosure or announcement by the Company but which has not been so publicly
      announced or disclosed.

     

    Taxes.
      Except
      for matters that would not, individually or in the aggregate, have or reasonably
      be expected to result in a Material Adverse Effect, the Company has filed all
      necessary federal, state and foreign income and franchise tax returns and has
      paid or accrued all taxes shown as due thereon, and the Company has no knowledge
      of a tax deficiency which has been asserted or threatened against the
      Company.

     

    Each
      Purchaser acknowledges and agrees that the Company does not make or has not
      made
      any representations or warranties with respect to the transactions contemplated
      hereby other than those specifically set forth in this Section 3.1.

     

    Section
      3.2 Representations
      and Warranties of the Purchasers.
      Each
      Purchaser hereby, for itself and for no other Purchaser, represents and warrants
      as of the date hereof and as of the Closing Date to the Company as
      follows: 

     


    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    


     

    (a) Organization;
      Authority.
      Such
      Purchaser is an entity duly organized, validly existing and in good standing
      under the laws of the jurisdiction of its organization with full right,
      corporate or partnership power and authority to enter into and to consummate
      the
      transactions contemplated by the Transaction Documents and otherwise to carry
      out its obligations thereunder. The execution, delivery and performance by
      such
      Purchaser of the transactions contemplated by this Agreement has been duly
      authorized by all necessary corporate or similar action on the part of such
      Purchaser. Each Transaction Document to which it is a party has been duly
      executed by such Purchaser, and when delivered by such Purchaser in accordance
      with the terms hereof, will constitute the valid and legally binding obligation
      of such Purchaser, enforceable against it in accordance with its terms, except
      (i) as limited by general equitable principles and applicable bankruptcy,
      insolvency, reorganization, moratorium and other laws of general application
      affecting enforcement of creditors’ rights generally, (ii) as limited by laws
      relating to the availability of specific performance, injunctive relief or
      other
      equitable remedies and (iii) insofar as indemnification and contribution
      provisions may be limited by applicable law.

     

    (b) Purchase
      for Own Account.
      Such
      Purchaser is acquiring the Securities as principal for its own account and
      not
      with a view to or for distributing or reselling such Securities or any part
      thereof, without prejudice, however, to such Purchaser’s right, subject to the
      provisions of this Agreement, at all times to sell or otherwise dispose of
      all
      or any part of such Securities pursuant to an effective registration statement
      under the Securities Act or under an exemption from such registration and in
      compliance with applicable federal and state securities laws. Nothing contained
      herein shall be deemed a representation or warranty by such Purchaser to hold
      Securities for any period of time. Such Purchaser is acquiring the Securities
      hereunder in the ordinary course of its business. Such Purchaser does not have
      any agreement or understanding, directly or indirectly, with any Person to
      distribute any of the Securities.

     

    (c) Purchaser
      Status.
      At the
      time such Purchaser was offered the Securities, it was, and at the date hereof
      it is an “accredited investor” as defined in Rule 501(a) under the Securities
      Act. Such Purchaser is not required to be registered as a broker-dealer under
      Section 15 of the Exchange Act.

     

    (d) Experience
      of Such Purchaser.
      Such
      Purchaser has such knowledge, sophistication and experience in business and
      financial matters so as to be capable of evaluating the merits and risks of
      the
      prospective investment in the Securities, and has so evaluated the merits and
      risks of such investment. Such Purchaser is able to bear the economic risk
      of an
      investment in the Securities and, at the present time, is able to afford a
      complete loss of such investment.

     

    (e) Reliance
      on Exemptions.
      Such
      Purchaser understands that the Securities are being offered and sold to it
      in
      reliance upon specific exemptions from the registration requirements of United
      States federal and state securities laws and that the Company is relying upon
      the truth and accuracy of, and the Purchaser’s compliance with, the
      representations, warranties, agreements, acknowledgments and understandings
      of
      the Purchaser set forth herein in order to determine the availability of such
      exemptions and the eligibility of the Purchaser to acquire the
      Securities.

     

    (f) Information.
      Such
      Purchaser and its advisors, if any, have been furnished with all materials
      relating to the business, finances and operations of the Company including,
      without limitation, the Company’s most recent SEC Reports, that have been
      requested by the Purchaser or its advisors, if any. The Purchaser has been
      afforded the opportunity to ask questions of the Company and receive answers
      from the Company. The Purchaser has requested, received and considered all
      information it deems relevant to make an informed decision to purchase the
      Securities. The Purchaser acknowledges and understands that its investment
      in
      the Securities involves a significant degree of risk. 

     


    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    


     

    (g) Governmental
      Review.
      Such
      Purchaser understands that no United States federal or state agency or any
      other
      government or governmental agency has passed upon or made any recommendation
      or
      endorsement of the Securities or an investment therein.

     

    (h) Residency.
      Such
      Purchaser is a resident of (or, if an entity, has its principal place of
      business in) the jurisdiction set forth immediately below such Purchaser’s name
      on the signature pages hereto.

     

    (i) Certain
      Fees.
      No
      brokerage or finder’s fees or commissions are or will be payable by the Company
      to any broker, financial advisor or consultant, finder, placement agent,
      investment banker, bank or other Person with respect to the transactions
      contemplated by this Agreement, and the Company has not taken any action that
      would cause any Purchaser to be liable for any such fees or
      commissions.

     

    (j) Short
      Sales.
      Such
      Purchaser has not directly or indirectly, nor has any Person acting on behalf
      of
      or pursuant to any understanding with such Purchaser, executed any Short Sales
      or granted any option for the purchase of or entered into any hedging or similar
      transaction with the same economic effect as a Short Sale, in the securities
      of
      the Company since the time period beginning two weeks prior to the time that
      such Purchaser was first contacted regarding an investment in the Company
      (“Discussion
      Time”)
      through the date hereof. During such period, neither such Purchaser nor any
      Person acting on behalf of or pursuant to any understanding with such Purchaser,
      has taken, directly or indirectly, any actions to trade in the Company’s
      Securities that might reasonably be expected to cause or result, under the
      Securities Act or Exchange Act, or otherwise, or that has constituted,
      stabilization or manipulation of the price of the Common Stock. Additionally,
      each Purchaser agrees to comply with Regulation M under the Exchange
      Act.

     

    (k) No
      General Solicitation.
      Such
      Purchaser is not purchasing the Securities as a result of any advertisement,
      article, notice or other communication regarding the Securities published in
      any
      newspaper, magazine or other media or broadcast over television or radio or
      presented at any seminar or any other general solicitation or
      advertisement.

     

    (l) Confidentiality.
      Other
      than to other Persons party to this Agreement, such Purchaser has maintained
      the
      confidentiality of all disclosures made to it in connection with this
      transaction (including the existence and terms of this
      transaction).

     


    The
      Company acknowledges and agrees that each Purchaser does not make or has not
      made any representations or warranties with respect to the transactions
      contemplated hereby other than those specifically set forth in this Section
      3.2.

     


    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    OTHER
      AGREEMENTS OF THE PARTIES 

     

    Transfer
      Restrictions.

     

    The
      Securities may only be disposed of pursuant to an effective registration
      statement under the Securities Act or pursuant to an available exemption from
      the registration requirements of the Securities Act, and in compliance with
      any
      applicable state securities laws. The Securities shall contain a restrictive
      legend in the following form: 

     

    THESE
      SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
      OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT. 

     

    Each
      Purchaser, severally and not jointly, agrees that the removal of the restrictive
      legend from certificates representing Securities as set forth in this Section
      4.1 is expressly predicated upon the Purchaser’s covenant and agreement in this
      Section 4.1(b) that the Purchaser shall in all cases sell or otherwise transfer
      the Securities pursuant to: (i) an effective registration statement under the
      Securities Act, in full compliance with all prospectus delivery requirements
      under the Securities Act and in accordance with the plan of distribution
      described in the prospectus delivered by such Purchaser, or (ii) an available
      exemption from registration under the Securities Act.

     

    Furnishing
      of Information.

     

    As
      long
      as any Purchaser owns Securities, the Company covenants to timely file (or
      obtain extensions in respect thereof and file within the applicable grace
      period) all reports required to be filed by the Company after the date hereof
      pursuant to the Exchange Act and shall not terminate its status as an issuer
      required to file reports under the Exchange Act even if the Exchange Act or
      the
      rules and regulations thereunder would permit such termination. In addition,
      the
      Company shall take all actions necessary to meet the “registrant eligibility”
requirements set forth in the general instructions to Form S-3 or any successor
      form thereto, to continue to be eligible to register the resale of its Common
      Stock on a registration statement on Form S-3 under the Securities Act. Upon
      the
      request of any such holder of Securities, the Company shall deliver to such
      holder a written certification of a duly authorized officer as to whether it
      has
      complied with the preceding sentence.

     

    As
      long
      as any Purchaser owns Securities, if the Company is not required to file reports
      pursuant to the Exchange Act, it will prepare and furnish to the Purchasers
      and
      make publicly available in accordance with Rule 144(c) such information as
      is
      required for the Purchasers to sell the Securities under Rule 144. The Company
      further covenants that it will take such further action as any holder of
      Securities may reasonably request, all to the extent required from time to
      time
      to enable such Person to sell such Securities without registration under the
      Securities Act within the limitation of the exemptions provided by Rule
      144.

     


    
      
         

      

      
        12

        
          

        

      

      
         

      

    


    The
      Company shall ensure that each of the following reports are available at
      www.sec.gov:  (i) within ten days after the filing thereof with the SEC, a
      copy of its Annual Report on Form 10-KSB, its Quarterly Reports on Form 10-QSB,
      its proxy statements and any Current Reports on Form 8-K; and (ii) within one
      day after release, copies of all press releases issued by the Company or any
      of
      its Subsidiaries.

     

    Integration.
      The
      Company shall not, and shall use its best efforts to ensure that no Affiliate
      thereof shall, sell, offer for sale or solicit offers to buy or otherwise
      negotiate in respect of any security (as defined in Section 2 of the Securities
      Act) that would be integrated with the offer or sale of the Securities in a
      manner that would require the registration under the Securities Act of the
      sale
      of the Securities to the Purchasers or that would be integrated with the offer
      or sale of the Securities for purposes of the rules and regulations of any
      Trading Market such that it would require Shareholder approval prior to the
      closing of such other transaction unless Shareholder approval is obtained prior
      to the closing of such subsequent transaction.  

     

    Reservation
      of Common Stock.
      As of
      the date hereof, the Company has reserved and the Company shall continue to
      reserve and keep available at all times, free of preemptive rights, a sufficient
      number of shares of Common Stock for the purpose of enabling the Company to
      issue Shares pursuant to this Agreement and Warrant Shares pursuant to the
      Warrants.

     

    Listing
      of Common Stock.
      The
      Company hereby agrees to use its best efforts to maintain the listing of the
      Common Stock on the Trading Market, and, unless completed prior to the Closing,
      to list the applicable Shares and Warrant Shares on AMEX as soon as reasonably
      practicable following the Closing (but not later than the earlier of the
      Effective Date and the first anniversary of the Closing Date). The Company
      further agrees, if the Company applies to have the Common Stock traded on any
      other trading market, it will include in such application the Shares and Warrant
      Shares, and will take such other action as is necessary or desirable in the
      opinion of the Purchasers to cause the Shares and Warrant Shares to be listed
      on
      such other trading market as promptly as possible. The Company will take all
      action reasonably necessary to continue the listing and trading of its Common
      Stock on a trading market and will comply in all respects with the Company’s
      reporting, filing and other obligations under the bylaws or rules of the trading
      market.

     

    Sales
      by Purchaser.
      Each
      Purchaser covenants to sell any Securities sold by it in compliance with
      applicable prospectus delivery requirements, if any, or otherwise in compliance
      with the requirements for an exemption from registration under the Securities
      Act. No Purchaser will make any sale, transfer or other disposition of the
      Securities in violation of federal or state securities laws.

     


    
      
         

      

      
        13

        
          

        

      

      
         

      

    


    


     

    MISCELLANEOUS

     

    Termination.
      This
      Agreement may be terminated by the Company or, as to any Purchaser and the
      Company, any Purchaser, by written notice to the other parties, if the Closing
      has not been consummated by the third Business Day following the date of this
      Agreement; provided that no such termination will affect the right of any party
      to sue for any breach by the other party (or parties).

     

    Fees
      and Expenses.
      Each
      party shall pay the fees and expenses of its advisers, counsel, accountants
      and
      other experts, if any, and all other expenses incurred by such party incident
      to
      the negotiation, preparation, execution, delivery and performance of this
      Agreement. The Company shall pay all stamp and other taxes and duties levied
      in
      connection with the sale of the Securities.

     

    Entire
      Agreement.
      The
      Transaction Documents, together with the exhibits and schedules thereto, contain
      the entire understanding of the parties with respect to the subject matter
      hereof and supersede all prior agreements and understandings, oral or written,
      with respect to such matters, which the parties acknowledge have been merged
      into such documents, exhibits and schedules.

     

    Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be in writing and shall be deemed given and effective
      on the earliest of (a) the date of transmission, if such notice or communication
      is delivered via facsimile (provided the sender receives a machine-generated
      confirmation of successful transmission) at the facsimile number specified
      in
      this Section prior to 6:30 p.m. (EST) on a business day, (b) the next business
      day after the date of transmission, if such notice or communication is delivered
      via facsimile at the facsimile number specified in this Section on a day that
      is
      not a business day or later than 6:30 p.m. (EST) on any business day, (c) the
      business day following the date of mailing, if sent by U.S. nationally
      recognized overnight courier service, or (d) upon actual receipt by the party
      to
      whom such notice is required to be given. The address for such notices and
      communications shall be as follows:

     

    
      	
              If
                to the Company:

               

            	
              Oragenics,
                Inc.

              13700
                Progress Boulevard

              Alachua,
                Florida 32615

              Attn:
                Robert T. Zahradnik , Chief Executive Officer

              Facsimile
                No.: (386)418-1660

            
	 	 
	
              With
                a copy to:

               

            	
              Shumaker,
                Loop & Kendrick, LLP 

              101
                E. Kennedy Boulevard

              Suite
                2800

              Tampa,
                Florida 33602

              Attn:
                Darrell C. Smith, Esquire

              Facsimile
                No.: (813) 229-1660

            
	 	 
	
              If
                to a Purchaser:

               

            	
              To
                the address set forth under such Purchaser's name on the signature
                pages
                hereof; or such other address as may be designated in writing hereafter,
                in the same manner, by such Person. 

               

            


    


    
      
         

      

      
        14

        
          

        

      

      
         

      

    


    Amendments;
      Waivers.
      No
      provision of this Agreement may be waived or amended except in a written
      instrument signed, in the case of an amendment, by the Company and the
      Purchasers holding a majority of the Shares or, in the case of a waiver, by
      the
      party against whom enforcement of any such waiver is sought. No waiver of any
      default with respect to any provision, condition or requirement of this
      Agreement shall be deemed to be a continuing waiver in the future or a waiver
      of
      any subsequent default or a waiver of any other provision, condition or
      requirement hereof, nor shall any delay or omission of either party to exercise
      any right hereunder in any manner impair the exercise of any such right.


     

    Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and permitted assigns. The Company may not assign this
      Agreement or any rights or obligations hereunder without the prior written
      consent of the Purchasers holding a majority of the Shares; provided, however,
      that no consent shall be required in connection with a merger, consolidation
      or
      sale of substantially all of the Company’s assets. Any Purchaser may assign any
      or all of its rights under this Agreement to any Person in connection with
      the
      transfer of the Securities, provided such transferee agrees in writing to be
      bound, with respect to the transferred Securities, by the provisions hereof
      that
      apply to the “Purchasers”.

     

    No
      Third-Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      successors and permitted assigns and is not for the benefit of, nor may any
      provision hereof be enforced by, any other Person.

     

    Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of the Transaction Documents shall be governed by and construed and enforced
      in
      accordance with the internal laws of the State of Florida, without regard to
      the
      principles of conflicts of law thereof. Each party agrees that all legal
      proceedings concerning the interpretations, enforcement and defense of the
      transactions contemplated by this Agreement and any other Transaction Documents
      (whether brought against a party hereto or its respective affiliates, directors,
      officers, shareholders, employees or agents) shall be commenced exclusively
      in
      the United States federal courts and the state courts located in the County
      of
      Hillsborough, State of Florida. Each party hereto hereby irrevocably submits
      to
      the exclusive jurisdiction of the state and federal courts sitting in the County
      of Hillsborough, State of Florida for the adjudication of any dispute hereunder
      or in connection herewith or with any transaction contemplated hereby or
      discussed herein (including with respect to the enforcement of any of the
      Transaction Documents), and hereby irrevocably waives, and agrees not to assert
      in any suit, action or proceeding, any claim that it is not personally subject
      to the jurisdiction of any such court, that such suit, action or proceeding
      is
      improper. Each party hereto hereby irrevocably waives personal service of
      process and consents to process being served in any such suit, action or
      proceeding by delivering a copy thereof via overnight delivery (with evidence
      of
      delivery) to such party at the address in effect for notices to it under this
      Agreement and agrees that such service shall constitute good and sufficient
      service of process and notice thereof. Nothing contained herein shall be deemed
      to limit in any way any right to serve process in any manner permitted by law.
      Each party hereto (including its affiliates, agents, officers, directors and
      employees) hereby irrevocably waives, to the fullest extent permitted by
      applicable law, any and all right to trial by jury in any legal proceeding
      arising out of or relating to this Agreement or the transactions contemplated
      hereby. If either party shall commence an action or proceeding to enforce any
      provisions of a Transaction Document, then the prevailing party in such action
      or proceeding shall be reimbursed by the other party for its attorneys’ fees and
      other costs and expenses incurred with the investigation, preparation and
      prosecution of such action or proceeding. 

     


    
      
         

      

      
        15

        
          

        

      

      
         

      

    


    


     

    Execution.
      This
      Agreement may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that both parties need not sign the same
      counterpart. In the event that any signature is delivered by facsimile
      transmission, such signature shall create a valid and binding obligation of
      the
      party executing (or on whose behalf such signature is executed) with the same
      force and affect as if such facsimile signature page were an original
      thereof.

     

    Severability.
      If any
      provision of this Agreement is held to be invalid or unenforceable in any
      respect, the validity and enforceability of the remaining terms and provisions
      of this Agreement shall not in any way be affected or impaired thereby and
      the
      parties will attempt to agree upon a valid and enforceable provision that is
      a
      reasonable substitute therefor, and upon so agreeing, shall incorporate such
      substitute provision in this Agreement.

     

    Independent
      Nature of Purchasers’ Obligations and Rights.
      The
      obligations of each Purchaser under any Transaction Document are several and
      not
      joint with the obligations of any other Purchaser, and no Purchaser shall be
      responsible in any way for the performance of the obligations of any other
      Purchaser under any Transaction Document. The decision of each Purchaser to
      purchase Securities pursuant to this Agreement has been made by such Purchaser
      independently of any other Purchaser and independently of any information,
      materials, statements or opinions as to the business, affairs, operations,
      assets, properties, liabilities, results of operations, condition (financial
      or
      otherwise) or prospects of the Company or of the Subsidiary which may have
      been
      made or given by any other Purchaser or by any agent or employee of any other
      Purchaser, and no Purchaser or any of its agents or employees shall have any
      liability to any other Purchaser (or any other person) relating to or arising
      from any such information, materials, statements or opinions. Nothing contained
      herein or in any Transaction Document, and no action taken by any Purchaser
      pursuant thereto, shall be deemed to constitute the Purchasers as a partnership,
      an association, a joint venture or any other kind of entity, or create a
      presumption that the Purchasers are in any way acting in concert or as a group
      with respect to such obligations or the transactions contemplated by the
      Transaction Document. Each Purchaser acknowledges that no other Purchaser has
      acted as agent for such Purchaser in connection with making its investment
      hereunder and that no other Purchaser will be acting as agent of such Purchaser
      in connection with monitoring its investment hereunder. Each Purchaser shall
      be
      entitled to independently protect and enforce its rights, including without
      limitation the rights arising out of this Agreement or out of the other
      Transaction Documents, and it shall not be necessary for any other Purchaser
      to
      be joined as an additional party in any proceeding for such purpose. Each
      Purchaser has been represented by its own separate legal counsel in their review
      and negotiation of the Transaction Documents. 

     


    
      
         

      

      
        16

        
          

        

      

      
         

      

    


    


     

    Construction.
      The
      headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof. The parties agree that each of them and/or their respective counsel
      has
      reviewed and had an opportunity to revise the Transaction Documents and,
      therefore, the normal rule of construction to the effect that any ambiguities
      are to be resolved against the drafting party shall not be employed in the
      interpretation of the Transaction Documents or any amendments
      hereto.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    AND
      SIGNATURE PAGES FOLLOW]


    
      
         

      

      
        17

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
      Agreement to be duly executed by their respective authorized signatories as
      of
      the date first indicated above.

     

    

      
        	 	
                COMPANY

                 

                ORAGENICS,
                  INC.

                 

                 

                By:/s/
                  Robert T. Zahradnik

                Name:
                  Robert T. Zahradnik

                Title:
                  President and Chief Executive Officer

                 

                 

                PURCHASERS

                 

                /s/
                  Brian McAlister

                Name:
                  Brian McAlister

                 

                 

                Investment
                  Amount: up to $_600,000US

                 

                Shares
                  from Company: up to 1,500,000

                 

                Warrants
                  from Company: up to 1,500,000

                 

                Address:
                  _________________________

                 

                City/State/Zip:
                  ____________________

                 

                Tel:
                  _____________________________

                 

                Fax:
                  _____________________________

                 

              


      

    


    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

    
      

        
          	 	
                  /s/
                    George Hawes

                  Name:
                    George Hawes

                   

                   

                  Investment
                    Amount: up to $600,000US

                   

                  Shares
                    from Company: up to 1,500,000

                   

                  Warrants
                    from Company: up to 1,500,000

                   

                  Address:
                    _________________________

                   

                  City/State/Zip:
                    ____________________

                   

                  Tel:
                    _____________________________

                   

                  Fax:
                    _____________________________

                   

                


        

      



    
      
         

      

      
        19

        
          

        

      

      
         

      

    


    


    Schedule
      3.1(r) - Certain Fees

    


    This
      schedule details fees payable to Westrock Advisors, Inc.

     

     

    
 

    
      	Placement Agent Cash
              Consideration:	 	3% Commission (the “Commission”),
              on those entities that Organics has a previous relationship with (except
              for any investment made by those parties listed below), and 8% on all
              others of the amount raised payable at each closing.
	 	 	 
	Placement Agent Warrant
              Consideration:	 	At each closing, the Placement
              Agent will also receive warrants equal to 10% of the amount raised
              plus a
              one time warrant for 60,000 shares exercisable at the same price paid
              by
              the investor(s).


    

     

    There
      shall be no commission due for an investment made by those individuals listed
      below and any financing provided by those individuals shall not be construed
      as
      a violation of the Six-Month exclusivity arrangement of the placement agent
      as
      described on page 2.

    


    Brian
      McAlister

    Rob
      Anderson

    Albion
      Fitzgerald

    George
      Hawes

    Kelly
      Hyslop

    Tom
      Gautreu

    Terry
      Nikolai

    Doug
      Berry

    Steve
      McKee

    Peter
      Schulhof

    Dave
      Wallace

    White
      Oak
      Finance

    Richard
      Warke

    Fred
      Walters

    Dick
      Machin

    Startech
      Inc.

    



    
      
         

      

      
        20