Exhibit
      10.1

    


    TERMINATION
      AGREEMENT

    


    THIS
      TERMINATION AGREEMENT (“Agreement”), dated November 28, 2005, is by and between
      Oragenics, Inc., a Florida corporation (“Oragenics”) and Westrock Advisors,
      Inc., a Delaware corporation (“Westrock”).

     

    R
      E C I T A L S

    


    WHEREAS,
      Oragenics and Westrock entered into a letter agreement dated October 18, 2005
      (the “Letter Agreement”) wherein Oragenics and Westrock agreed that Westrock
      would act as placement agent to Oragenics in connection with a private placement
      of equity securities; and

    


    WHEREAS,
      certain matters have arisen between the parties and the parties desire to
      terminate the Letter Agreement upon the terms and conditions set forth
      herein.

     

    NOW
      THEREFORE, in consideration of the mutual covenants set forth herein and other
      good and valuable consideration, the receipt and legal adequacy of which is
      hereby acknowledged by the parties, and intending to be legally bound hereby,
      the parties hereto hereby agree as follows:

    


    Section
      1. Basic
      Agreements.

    


    (a)
      Upon
      closing of the $1.2 million private placement of Oragenics common stock and
      warrants currently expected to occur on or before December 8, 2005 (the
“Financing”), Oragenics will (i) pay Westrock six thousand nine hundred dollars
      ($6,900.00) and issue to Westrock 57,500 warrants to purchase shares of common
      stock exercisable at $0.40 per share and 57,500 warrants to purchase shares
      of
      common stock exercisable at $0.60 per share under the same terms as the warrants
      issued to investors in the contemplated Financing, as commissions for the two
      hundred thirty thousand dollars ($230,000) to be raised by Westrock in the
      contemplated Financing, (ii) issue to Westrock 60,000 warrants to purchase
      shares of common stock exercisable at $0.60 per share under the same terms
      as
      the warrants issued to investors in the contemplated Financing, and (iii) pay
      the amount of $2,500 directly to Westrock’s legal counsel, Guilfoil, Petzall
& Shoemake, L.L.C.

    


    (b)
      Upon
      completion of Section 1(a) above, the Letter Agreement shall hereby be deemed
      terminated without further action by any of the parties hereto and without
      further rights and obligations on the part of any of the parties hereto, or
      their respective officers, directors, employees, shareholders, successors or
      assigns with respect thereto, and such Letter Agreement shall be of no further
      force or effect.

     

    Section
      2. Effectiveness. This
      Agreement
      shall be of no force or effect until the closing of the Financing and the
      completion of Section 1(a) above.


    
      
         

      

      
        1

        
          

        

      

      
         

      

    


    


     

    Section
      3. Mutual
      Releases.
      Notwithstanding any terms or language to the contrary in the Letter Agreement,
      each party hereby releases and forever discharges the other party and its
      officers, directors, employees, agents, successors and assigns, of and from
      any
      and all claims, demands, liabilities, costs, expenses, actions and causes of
      action of whatsoever kind or nature, whether in law or equity, from the
      beginning of time to the date of this Agreement, it may have or claim to have,
      whether known to them or not, against the other party arising from the Letter
      Agreement. 

    


    Section
      4. No
      Assignment of Claims.
      Each of
      the parties warrants and represents that no part of any asserted or assertable
      claims arising out of the Letter Agreement have been assigned or transferred,
      and that it has full, exclusive and unencumbered right, title and interest
      in
      and to them. 

    


    Section
      5. No
      Prior Breach.
      By
      executing this Agreement, the parties hereto are not acknowledging a breach
      of
      any agreement between the parties, or otherwise are admitting or suggesting
      any
      wrongdoing whatsoever.

     

    Section
      6. Governing
      Law.
      This
      Agreement shall be governed by the laws of the state of Florida without regard
      to such state’s rules concerning conflicts of laws. Any right to trial by jury
      with respect to any claim or proceeding related to or arising out of this
      agreement is waived.

    


    Section
      7.  Entire
      Agreement; Counterparts.
      This
      Agreement reflects the entire agreement between the parties hereto with respect
      to the subject matter hereof and no provision hereof may be modified or waived
      unless such modification or waiver is in writing and is signed by both of the
      parties hereto. This Agreement may be executed in one or more counterparts
      and
      by facsimile, each of which shall be deemed an original, but all of which
      together shall constitute one and the same agreement.

    


    Section
      8. Confidentiality
      and Non-Disparagement.
      Except
      as and to the extent required by law, including, without limitation, any
      disclosures required under federal and state securities and tax law, none of
      the
      parties hereto will, and each will direct its officers, directors, employees,
      agents and representatives not to, directly or indirectly, disclose or permit
      the disclosure of the terms of this Agreement without the prior written
      permission of the other parties hereto. Each
      party agrees that they shall not at any time make or publish any negative,
      critical or disparaging comments or statements, whether written or oral, about,
      or take any action which such party knows or reasonably should know to be an
      untrue, disparaging, or negative comment concerning the other, or the other’s
      respective officers, directors or employees.

    


    


    [THE
      REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK AND THE SIGNATURE PAGE
      FOLLOWS]


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


     

     

     IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first above written.

     

    
      	 	 	 
	 	WESTROCK
              ADVISORS, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Michael
              G. Baker
	 	
              
Name: Michael
              G. Baker
	 	Title: Managing
              Director


    

      


     

    
      	 	 	 
	 	ORAGENICS,
              INC.
	 
 	 
 	 
 
	 	By:  	/s/ Robert
              T.
              Zahradnik
	 	
              
Name: Robert
              T. Zahradnik
	 	Title: President
              and Chief Executive Officer


    

    


    



    
      
         

      

      
        3