Exhibit 10.10

CONFIDENTIALITY, INVENTIONS AND
NON-COMPETITION AGREEMENT

ThisCONFIDENTIALITY, INVENTIONS AND NON-COMPETITION AGREEMENT,dated as of November 26, 2002
(the "Agreement"), is by and between Provectus Pharmaceuticals, Inc., a Nevada corporation, its successors and assigns (the
"Company") and Eric A. Wachter ("You" or "Your").

RECITALS

WHEREAS, pursuant to that certain Convertible Secured Promissory Note and Warrant Purchase Agreement (the
"Purchase Agreement"), dated as of even date herewith, by and between Company, and Gryffindor Capital Partners I, L.L.C. a Delaware limited liability
limited company ("Gryffindor"), Gryffindor is purchasing a convertible secured promissory note in the original principal amount of $1,000,000 and a
warrant to purchase shares of Company's common stock (the "Transaction").

WHEREAS, You are an officer, shareholder and/or optionholder of Company and also currently are an employee of Company or provide services
to Company.

WHEREAS, You will receive a substantial economic benefit upon the consummation of the Transaction.

WHEREAS, one of the conditions of Gryffindor to consummate the Transaction pursuant to the terms of the Purchase Agreement is that You
enter into this Agreement.

NOW, THEREFORE, to induce Gryffindor to consummate the Transaction pursuant to the Purchase Agreement and in consideration of Your
continued employment with Company and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and You agree as follows:

1.Confidential Information.



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2.Return of Materials. Upon termination of employment with the Company, and regardless of the reason for such termination,
You will leave with, or promptly return to, the Company all documents, records, notebooks, magnetic tapes, disks or other materials, including all copies, in Your possession or
control which contain Confidential Information or any other information concerning the Company, any of its Affiliates or any of its or their products, services or clients, whether prepared by You or
others.

3.No Improper Use of Information of Prior Employers and Others.During Your employment by the Company, You will not
improperly use or disclose any confidential information or trade secrets, if any, of any former employer or any other person to whom You have an obligation of confidentiality, and You will not bring
onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom You have an obligation of confidentiality unless consented to in
writing by that former employer or person. You will use in the performance of Your duties only information which is generally known and used by persons with training and experience comparable to Your
own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company.

4.Inventions as Sole Property of the Company.



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5.Restrictive Covenants.



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6.Equitable Remedies. You acknowledge and agree that the agreements and covenants set forth in this Agreement are reasonable
and necessary for the protection of the Company's business interests, that irreparable injury will result to the Company if You breach any of the terms of said covenants, and that in the event of Your
actual or threatened breach of any such covenants, the Company will have no adequate remedy at law. You accordingly agree that, in the event of any actual or threatened breach by You of any of said
covenants, the Company will be entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages. Nothing in this Section 6will
be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach,
including the recovery of any damages that it is able to prove.

7.Modification and Waiver. This Agreement may not be modified or amended except by an instrument in writing signed by the
parties. No term or condition of this Agreement will be deemed to have been waived, except by written instrument of the party charged with such waiver. No such written waiver will be deemed to be a
continuing waiver unless specifically stated therein, and each such waiver will operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for
the future or as to any act other than that specifically waived.

8.Severability. You acknowledge that the agreements and covenants contained in this Agreement are essential to protect the
Company and its goodwill. Each of the covenants in this Agreement will be construed as independent of any other covenants or other provisions of this Agreement. If any court of competent jurisdiction
at any time deems the Restricted Period unreasonably lengthy or any of the
covenants set forth in this Agreement not fully enforceable, the other provisions of this Agreement will nevertheless stand and to the full extent consistent with law continue in full force and
effect, and it is the intention and desire of the parties that the court treat any provisions of this Agreement which are not fully enforceable as having been modified to the extent deemed necessary
by the court to render them reasonable and enforceable and that the court enforce them to such extent (for example, that the Restricted Period be deemed to be the longest period permissible by law,
but not in excess of the length provided for inSection 5).

9.Notices. Any notice, consent, waiver and other communications required or permitted pursuant to the provisions of this
Agreement must be in writing and will be deemed to have been properly given: (a) when delivered by hand; (b) when sent by telecopier (with acknowledgment of complete transmission),
provided that a copy is mailed by U.S. certified mail, return receipt requested; (c) three (3) days after sent by certified mail, return receipt requested; or (d) one
(1) day after deposit with a nationally recognized overnight delivery service, in each case to the appropriate addresses and telecopier numbers set forth below:

If to the Company:

Provectus Pharmaceuticals, Inc.
7327 Oak Ridge Highway, Suite A
Knoxville, TN 37931
Attention: Eric A. Wachter, Ph.D., President
Facsimile No. (865) 539-9654If to You:Attn:Telecopy No.: ()


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10.Headings. The headings and other captions in this Agreement are included solely for convenience of reference and will not
control the meaning and interpretation of any provision of this Agreement.

11.Governing Law. This Agreement has been executed in the State of Tennessee, and its validity, interpretation, performance,
and enforcement will be governed by the laws of such state, except with respect to conflicts of laws principles. The parties hereby consent to the exclusive jurisdiction of the
Federal or state courts in Tennessee in any action or claim arising out of, under or in connection with this Agreement, or the relationship between the parties hereto.

12.Binding Effect. This Agreement will be binding upon and inure to the benefit of You, the Company, and their respective
successors and permitted assigns. The Company will be entitled to assign its rights and duties under this Agreement provided that the Company will remain liable to You should such assignee fail to
perform its obligations under this Agreement.

13.No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to
express their mutual intent, and no rule of strict construction will be applied against any person.

14.Records; No Conflicting Obligations. You agree to keep and maintain adequate and current records (in the form of notes,
sketches, drawings and in any other form that may be required by the Company) of all Inventions developed by You and all Inventions made by You during the period of Your employment at the Company,
which records shall be available to and remain the sole property of the Company at all times. You represent that Your performance of all the terms of this Agreement and as an employee of the Company
does not and will not breach any agreement or obligation of any kind made prior to Your employment by the Company, including agreements or obligations You may have with prior employers or entities for
which You have provided services. You have not entered into, and You agree You will not enter into, any agreement or obligation either written or oral in conflict herewith.

15.Employee-at-Will; Notification of New Employer. You agree and understand that You are employed
at-will, and that nothing in this Agreement shall change this at-will status or confer any right with respect to continuation of employment by the Company, nor shall it
interfere in any way with Your right or the Company's right to terminate Your employment at any time, with or without cause. In the event that You leave the employ of the Company for any reason or no
reason, You authorize the Company to provide notice of Your rights and obligations under this Agreement to Your subsequent employer and to any other entity or person to whom You provide services.

16.Incorporation of Recitals. The recitals are hereby incorporated into this Agreement by this reference.

17.Waiver of Jury. The Company and You knowingly and voluntarily waive any and all right to a trial by jury in any action or
proceeding arising out of, under or in connection with this Agreement, or the relationship between the parties hereto.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and You have signed this
Agreement, as of the date written below.

PROVECTUS PHARMACEUTICALS, INC.

|By:    |  | /s/CRAIG DEES |  | By:   |  | 
|------ |  | ------------- |  | ----- |  | 
|       |  |               |  |       |  | 
|Title: |  | CEO           |  | Name: |  | 
|       |  |               |  |       |  | 
|Date:  |  | 11/26/02      |  | Date: |  | 
|       |  |               |  |       |  | 

YOU

|Signed: |  | /s/ERIC A. WACHTEREric A. Wachter |  | 
|------- |  | --------------------------------- |  | 

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