EXHIBIT 10.21

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


           SECOND AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE NOTE


$1,185,959                                                     November 26, 2004


     FOR VALUE  RECEIVED,  PROVECTUS  PHARMACEUTICALS,  INC.  (the  "Borrower"),
promises  to  pay  to  the  order  of  GRYFFINDOR  CAPITAL  PARTNERS  I,  L.L.C.
("Lender"),  at the  Lender's  office  at 150 North  Wacker  Drive,  Suite  800,
Chicago,  Illinois 60606, or such other place as the holder hereof may from time
to time appoint in writing, in lawful money of the United States of America, the
principal sum of One Million,  One Hundred  Eighty-Five  Thousand,  Nine Hundred
Fifty Nine  Dollars  ($1,185,959),  or such  lesser  principal  amount as may be
outstanding  hereunder,  together with interest payable  quarterly in arrears on
the principal balance from time to time unpaid at the rate of eight percent (8%)
per annum (the "Loan Rate") until maturity.  From and after the occurrence of an
Event of Default (as  hereinafter  defined),  the outstanding  principal  amount
hereof shall bear  interest at the rate of twelve  percent  (12%) per annum (the
"Default  Rate").  Interest  will be  computed  on the daily  principal  balance
outstanding  during the period from the last payment date to the current payment
date.  Interest  shall be the product  resulting  when  multiplying  the rate of
interest  by the  principal  balance  outstanding,  dividing  by 360,  and  then
multiplying by the actual number of days interest has accrued.

         This Note is issued in substitution for, and in replacement of, that
certain Senior Secured Convertible Note dated November 26, 2002, as amended by
that certain Amended and Restated Senior Secured Convertible Note dated January
31, 2003, by the Borrower and payable to the order of Lender in the principal
amount of One Million, Twenty-Five Thousand, Nine Hundred Fifty-Nine Dollars
($1,025,959) (collectively, the "Prior Note"). The replacement of the Prior Note
with this Note shall not be construed (i) to deem paid or forgiven the unpaid
principal amount, or unpaid accrued interest on, the Prior Note outstanding at
the time of replacement or (ii) to release, cancel terminate or otherwise
adversely affect all or any part of any lien, mortgage, deed of trust,
assignment, security interest or other encumbrance heretofore granted to or for
the benefit of the payee of the Prior Note which has not otherwise been
expressly released.

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

1.  Purchase  Agreement.  This Note is executed  and  delivered  by the Borrower
pursuant to the terms and conditions of the Convertible  Secured Promissory Note
and Warrant  Purchase  Agreement dated as of November 26, 2002,  between,  among
others, the Borrower and Lender (the "Original Purchase Agreement"),  as amended
by Amendment No. 1 to Transaction  Documents  dated as of November 26, 2004 (the
"Purchase  Agreement").  This Note is subject to the terms and conditions of the
Purchase  Agreement.  Any capitalized term used herein and not otherwise defined
herein shall have the meaning given to it in the Purchase Agreement.

2. Repayment Terms.  Subject to Lender's  conversion rights set forth below, the
Borrower shall pay the outstanding  principal balance and all accrued and unpaid
interest due hereunder on November 26, 2005 (the "Maturity Date").

     Notwithstanding  anything to the contrary  contained herein, if at any time
prior to the Conversion Start Date (as hereinafter defined),  the Borrower shall
fail  to  make  any  quarterly  payment  of  interest  due  hereunder  (each,  a
"Pre-Conversion  Unmatured  Interest  Default"),  the Borrower shall forfeit any
right to pay the amount of such  Pre-Conversion  Unmatured  Interest Default (or
cause any other entity or affiliate of the Borrower, including any guarantor, to
pay such amount) and the outstanding principal amount hereof shall bear interest
at the  Default  Rate until such time as this Note is repaid in full or the full
amount due under this Note is converted  in  accordance  with the terms  herein;
provided,  further,  that,  at any time after the  Conversion  Start  Date,  the
Borrower  shall fail to make any  quarterly  payment of interest due  hereunder,
such failure shall constitute an Event of Default under Section 8(a) hereof.

3.  Warrant  Issuance.  In  consideration  of  Lender  accepting  this  Note and
extending  the  Maturity  Date as set forth in the Prior Note,  Lender  shall be
issued a warrant ("Extension Warrant"),  which shall provide Lender the right to
purchase Five Hundred  Twenty-Five  Thousand  (525,000) fully paid nonassessable
shares of the  Borrower's  Common  Stock,  $0.001  par value per share  ("Common
Stock"), at an exercise price of $1.00 per share,  subject to further adjustment
and other terms as set forth in the Extension Warrant. Commencing March 1, 2005,
for each  calendar  month or portion  thereof  during  which  this Note  remains
unpaid,  Borrower shall also issue to Lender (i) a warrant which provides Lender
the right to purchase One Hundred  Thousand  (100,000) fully paid  nonassessable
shares of  Borrower's  Common  Stock at an  exercise  price of $1.00 per  share,
subject to further adjustment and other terms as set forth in such warrant;  and
(ii) a warrant which provides Lender the right to purchase Seventy Five Thousand
(75,000)  fully paid  nonassessable  shares of Borrower's  Common  Stock,  at an
exercise price of $1.25 per share,  subject to adjustment and other terms as set
forth in such Warrant (collectively,  the "Additional Warrants").  The terms and
provisions of the Additional Warrants shall be the same as the Extension Warrant
except for the number of shares, the Date of Issuance and the Exercise Price. In
no event shall the total warrants  issued  pursuant to this Section 3 (including
the Extension Warrant) grant Lender the right to purchase more than an aggregate
amount of 2,100,000 shares of Borrower's Common Stock.

4. Optional Conversion. Subject to Lender's conversion right pursuant to Section
4.1.6 of the  Shareholders'  Agreement,  dated as of November 26,  2002,  by and
among the  Borrower,  Lender  and  certain  other  shareholders,  commencing  on
November  26, 2004 (the  "Conversion  Start  Date")  through and  including  the
Maturity Date,  Lender, in its sole discretion,  shall have the right to convert
the outstanding principal and accrued and unpaid interest on this Note, in whole
or in part, into shares of the Borrower's Common Stock as follows:

     a) Principal.  Lender shall have the right to convert all or any portion of
     the outstanding principal amount under this Note into that number of shares
     of the  Borrower's  Common  Stock  equal to the amount of  principal  to be
     converted  divided by the conversion  price of $0.73655655  (the "Principal
     Shares").

     b) Interest. Lender also shall have the right to convert all or any portion
     of the  accrued  and unpaid  interest  under this Note into that  number of
     shares of the Borrower's Common Stock equal to the amount of interest to be
     converted divided by the conversion price of $0.55 (the "Interest Shares").

     c) Mechanics of Conversion. Before Lender shall be entitled to convert this
     Note into the Principal  Shares and/or the Interest  Shares  (collectively,
     the "Acquired  Securities"),  as  applicable,  Lender shall  surrender this
     Note, duly endorsed, at the office of the Borrower,  and shall give written
     notice to the Borrower at its principal corporate office of the election to
     convert  the same and shall  state  therein  the name or names in which the
     certificate or certificates  for the Acquired  Securities are to be issued.
     The Borrower, promptly thereafter,  shall issue and deliver to such persons
     at the address  specified by Lender,  a certificate or certificates for the
     Acquired Securities to which the Holder is entitled.  Such conversion shall
     be deemed to have been made  immediately  prior to the close of business on
     the date of such  surrender  of this  Note,  and the  persons  entitled  to
     receive the Acquired  Securities  issuable  upon such  conversion  shall be
     treated for all purposes as the record  holder or holders of such  Acquired
     Securities  as of such date.  No  fractional  shares  shall be issued  upon
     conversion  of the  principal  and/or  interest due under this Note and the
     number of  Acquired  Securities  to be issued  shall be  rounded  up to the
     nearest whole share.

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

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

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

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

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

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

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

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

5.  Prepayment.  Subject to the terms hereof,  the Borrower shall have the right
upon ten (10) days prior  written  notice to prepay this Note.  Upon  receipt of
written  notice from Borrower of its intention to repay in full the  outstanding
principal  balance plus all accrued and unpaid interest  thereon  hereunder (the
"Obligations"),  Lender  has ten (10) days to elect (a) to accept  repayment  in
full of the  Obligations  or (b) to convert the  Obligations  into shares of the
Borrower's  Common Stock pursuant to the conversion terms set forth in Section 4
of this Note.

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

          a) a Security  Agreement,  dated as of November 26, 2002,  between the
          Borrower  and  Lender  (the  "Provectus  Security  Agreement"),  which
          encumbers certain collateral described therein;

          b) a Stock Pledge Agreement, dated as of November 26, 2002, from the
         Borrower in favor of Lender (the "Stock Pledge Agreement") providing
         for a pledge of all of the common stock of Xantech Pharmaceuticals,
         Inc. ("Xantech");

          c) a Trademark Collateral Security Agreement, dated as of November 26,
          2002,  between Provectus and Lender which encumbers certain collateral
          described therein (the "Trademark Security Agreement");

          d) a Patent and License Security  Agreement,  dated as of November 26,
          2002,  between Provectus and Lender which encumbers certain collateral
          described therein (the "Patent Security Agreement");

          e) a Copyright  Security  Agreement,  dated as of November  26,  2002,
          between  Provectus  and  Lender  which  encumbers  certain  collateral
          described  therein (the  "Copyright  Security  Agreement" and together
          with the Patent Security  Agreement,  the Stock Pledge Agreement,  the
          Trademark Security Agreement and the Provectus Security Agreement, the
          "Security Documents"); and

          f) that certain Guaranty, dated as of November 26, 2002, by Xantech in
          favor of Lender (the "Guaranty").

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

     The Borrower hereby expressly  acknowledges and agrees that all collateral,
security interests,  liens and pledges heretofore,  under this Note or hereafter
granted to Lender,  including,  without  limitation,  such collateral,  security
interests,  liens and  pledges  granted  under the  Security  Documents  and all
documents  executed in  connection  therewith  or  referred  to or  incorporated
therein,  extend to and secure all of the Borrower's  obligations to Lender, now
existing or hereafter arising including,  without  limitation,  those arising in
connection with this Note, upon the terms set forth in such  agreements,  all of
which security  interests,  liens and pledges are hereby  ratified,  reaffirmed,
confirmed and approved.

     The Borrower  shall remain  liable for the payment of this Note,  including
interest, notwithstanding any extensions of time of payment or any indulgence of
any kind or nature that Lender may grant to the Borrower or any subsequent owner
of the  Collateral,  whether  with or without  notice to the  Borrower,  and the
Borrower hereby  expressly  waives such notice.  No release of any or all of the
security  given for this  obligation  shall  release any other maker,  co-maker,
surety,  guarantor,  or other party hereto in any capacity.  Lender shall not be
required  to look first to the  Collateral  for  payment  of this Note,  but may
proceed against the Borrower in such manner as it deems desirable.

7. Intentionally Omitted.

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

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

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

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

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

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

     Upon the  occurrence  of any  Event of  Default,  Lender  may,  in its sole
discretion,  do one or more  of the  following:  (i)  declare  all  indebtedness
evidenced by this Note to be  immediately  due and payable,  whereupon  all such
indebtedness shall become due and payable, without presentment,  demand, protest
or  further  notice  of any  kind,  all of which  are  expressly  waived  by the
Borrower, and/or (ii) continue to exercise any of its conversion rights pursuant
to Section 4 hereof, and/or (iii) exercise any or all of its rights and remedies
available hereunder or under any of the Security Documents,  the Guaranty or any
other Transaction Document and applicable law.

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

10. Miscellaneous

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

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

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

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

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

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

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

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

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

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

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

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


                            [SIGNATURE PAGE FOLLOWS]


<PAGE>


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

                                     PROVECTUS PHARMACEUTICALS, INC.


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