PVCT EX 10.21


     

    Exhibit
      10.21

    
 

    EXECUTIVE
      EMPLOYMENT AGREEMENT

     

    THIS
      AGREEMENT
      made as
      of this 4th day of January 2005 by and between PROVECTUS
      PHARMACEUTICALS, INC., a
      Nevada
      Corporation with its principal place of business in Knoxville, Tennessee (the
      “Company”), and Timothy
      C. Scott, Ph.D.
      (the
“Executive”).

     

    WITNESSETH:

     

    WHEREAS,
      the
      Company recognizes the value of the Executive’s background and experience and
      desires to employ the Executive as President of the Company; and

     

    WHEREAS,
      the
      Executive wishes to be employed by the Company in such capacity;
      and

     

    WHEREAS,
      the
      Company and the Executive mutually desire that their employment relationship
      be
      set forth under the terms of a written employment agreement;

     

    NOW,
      THEREFORE,
      in
      consideration of the foregoing and of the promises and mutual agreements set
      forth below, and other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto do hereby
      agree
      as follows:

     

    
      	
              1.

            	
              Employment.
                The Company agrees to employ the Executive, and the Executive agrees
                to be
                employed by the Company, on the terms and conditions set forth
                herein.

            


    

     

    
      	
              2.

            	
              Term
                of Employment.
                The employment of the Executive by the Company as provided under
                Section 1
                shall commence on January 4, 2005, and end on January 4, 2006 unless
                further extended or sooner terminated as hereinafter provided. On
                January
                4, 2006 and on January 4th
                of
                each year thereafter, the term of the Executive’s employment hereunder
                shall be extended automatically one (1) additional year, unless prior
                to
                the date of such automatic extension the Company shall have delivered
                to
                the Executive or the Executive shall have delivered to the Company
                written
                notice that the term of the Executive’s employment hereunder shall not be
                extended.

            


    

     

    
      	
              3.

            	
              Position
                and Duties.
                The Executive shall serve as President of the Company with
                responsibilities and authority as may from time to time be assigned
                by the
                Chief Executive Officer and/or the Board of Directors of the Company.
                Executive agrees to perform faithfully and industriously the duties
                which
                the Company may assign to him. 

            


    

     

    
      	
              4.

            	
              Place
                of Performance.
                In connection with the Executive’s employment hereunder, the Executive
                shall be based at the Company’s principal offices located in Knoxville,
                Tennessee.

            


    

     

    
      	
              5.

            	
              Compensation
                and Benefits.
                In consideration of the Executive’s performance of his duties hereunder,
                the Company shall provide the Executive with the following compensation
                and benefits during the term of his employment
                hereunder.

            


    

     

    
      	 	
              (a)

            	
              Base
                Salary.
                The Company shall pay to the Executive an aggregate base salary at
                a rate
                of Two Hundred Thousand Dollars ($200,000) per annum, payable in
                accordance with the Company’s normal payroll practices. Such base salary
                may be increased from time to time by the Board of Directors in accordance
                with the normal business practices of the
                Company.

            


    

     

    Compensation
      of the Executive by the base salary payments shall not be deemed exclusive
      and
      shall not prevent the Executive from participating in any other compensation
      or
      benefit program of the Company. Such base salary payments (including increases
      thereto) shall not in any way limit or reduce any other obligation of the
      Company hereunder, and no other compensation, benefit or payment hereunder
      shall
      in any limit or reduce the obligation of the Company with respect to such base
      salary.

     

    
      
        1

      

      
         

        
          

        

      

      
         

      

    

    
      	 	
              (b)

            	
              Incentive
                Compensation.
                The Executive shall have the right to participate in any incentive
                compensation plan or bonus plan adopted by the Company without diminution
                of any compensation or benefit provided for in this
                Agreement.

            


    

     

    
      	 	
              (c)

            	
              Expenses.
                The Company, as applicable, shall promptly reimburse the Executive
                for all
                reasonable out-of-pocket expenses incurred by the Executive in his
                performance of services hereunder, including all such expenses of
                travel
                and living expense while away from home on business of the Company,
                provided that such expenses are incurred, accounted for and documented
                in
                accordance with the Company’s regular policies and in compliance with IRS
                Guidelines.

            


    

     

    
      	 	
              (d)

            	
              Employee
                Benefits.
                The Executive shall be entitled to continue to participate in all
                Company
                employee benefit plans and arrangements for which he is eligible
                in effect
                on the date hereof in which the Executive participates (including,
                but not
                limited to, any employee benefit pension plan, stock option plan,
                life
                insurance plan, vacation plan, disability plan, and the group
                health-and-accident and medical insurance plans) as such plans may
                continue or be altered by the Company Board of Directors from time
                to time
                at the Board’s discretion.

            


    

     

    
      	 	
              (e)

            	
              Vacation.
                The Executive shall be entitled to reasonable and customary vacation
                in
                each calendar year during the term of this Agreement, in accordance
                with
                the Company's present policies.

            


    

     

    
      	 	
              (f)

            	
              Services.
                The Company shall furnish the Executive with office space, secretarial
                and
                administrative assistance, and such other facilities and services
                as shall
                be suitable to his position and adequate for the performance of his
                duties
                hereunder.

            


    

     

    
      	
              6.

            	
              Termination:
                This Agreement shall terminate upon the first to occur of the
                following:

            


    

     

    
      	 	
              (a)

            	
              The
                death of Executive;

            


    

     

    
      	 	
              (b)

            	
              The
                permanent disability of Executive, as defined in Paragraph
                7(a)(vi);

            


    

     

    
      	 	
              (c)

            	
              Termination
                by Company "for cause" as defined in
                Paragraph 7(a)(i);

            


    

     

    
      	 	
              (d)

            	
              Termination
                by Company "without cause" or pursuant to a "Change in Control" as
                defined
                in Paragraph 7(a)(ii). The Company reserves the right to terminate
                the
                Executive at any time, subject to the Company's obligation to pay
                the
                Executive Compensation as otherwise provided for herein;
                or

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	 	
              (e)

            	
              Termination
                by Executive, provided that Executive shall give not less than
                thirty (30) days' written notice of termination.
                

            


    

     

    (f)
      A
      significant reduction in executive duties or his reporting responsibilities
      to
      the Board of Directors shall be deemed a termination

     

    
      	
              7.

            	
              Compensation
                and Benefits in the Event of Termination or Acquisition of the
                Company.
                In the event of the termination of the Executive’s employment by the
                Company during the term of this Agreement, compensation and benefits
                shall
                be paid as set forth below.

            


    

     

    
      	 	
              (a)

            	
              Definitions.
                For purposes of this Agreement, the following terms shall have the
                meanings indicated:

            


    

     

    
      	 	
              (i)

            	
              As
                used in Paragraph 6(c), termination "for cause" shall include, but
                shall
                not be limited to, termination for Executive's use of illegal
                non-prescription drugs or drug or alcohol addiction; conviction of
                a
                felony; intentional breach of this Agreement by Executive; or willful
                negligence in carrying out the activities for which employed. "For
                cause"
                is not intended to include disagreements over management philosophy
                or
                other such intangibles.

            


    

     

    
      	 	
              (ii)

            	
              “Change
                in Control” shall mean either:

            


    

     

    
      	 	
              (A)

            	
              A
                sale or other disposition of substantially all of the assets of Company
                or
                a sale or disposition of a majority of the issued and outstanding
                common
                stock of Company in a single transaction or in a series of transactions
                to
                a single person or entity or group of affiliated persons or entities
                who
                were not directors or shareholders of the Company prior to such
                transaction; or

            


    

     

    
      	 	
              (B)

            	
              A
                merger of consolidation of the Company with or into any other entity,
                if
                immediately after giving effect to such transaction more than fifty
                percent (50%) of the issued and outstanding common stock of the
                surviving entity of such transaction is held by a single person or
                entity
                or group of affiliated persons or entities who were not directors
                or
                shareholders of the Company prior to such
                transaction.

            


    

     

    
      	 	
              (C)

            	
              for
                purposes of this sub-paragraph (ii), the definition of “person” shall be
                as defined in Section 13(d) and 14(d) of the Securities Exchange
                Act of
                1934.

            


    

     

    
      	 	
              (iii)

            	
              “Compensation”
                shall mean the base salary provided for in Paragraph 5(a)
                hereof.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      	 	
              (iv)

            	
              “Coincident
                with” shall mean any time within nine months prior to the occurrence of
                a
                Change in Control of the Company.

            


    

     

    
      	 	
              (v)

            	
              “Date
                of Termination” shall mean (A) if the Executive’s employment is terminated
                by reason of his death, his date of death; (B) if the Executive’s
                employment is terminated for Disability, thirty (30) days after Notice
                of
                Termination is given (provided that the Executive shall not have
                returned
                to the performance of his duties as provided under sub-paragraph
                (vi) of
                this paragraph (a)); or (C) if the Executive’s employment is terminated by
                action of either party for any other reason, the date specified in
                the
                Notice of Termination.

            


    

     

    
      	 	
              (vi)

            	
              “Disability”
                shall mean the Executive’s failure to satisfactorily perform his regular
                duties on behalf of the Company on a full-time basis for ninety (90)
                consecutive days or such lesser period of time as provided under
                the
                disability insurance policy provided through Company, by reason of
                the
                Executive’s incapacity due to physical or mental illness, except where
                within thirty (30) days after Notice of Termination is given following
                such absence, the Executive shall have returned to the satisfactory,
                full-time performance of such duties. Any determination of Disability
                hereunder shall be made by the Board of Directors in good faith and
                on the
                basis of the certificates of a majority of at least three (3) qualified
                physicians chosen by it for such purpose, one (1) of whom shall be
                the
                Executive’s regular attending
                physician.

            


    

     

    
      	 	
              (vii)

            	
              “Notice
                of Termination” shall mean a written notice which shall include the
                specific termination provision under this Agreement relied upon,
                and shall
                set forth in reasonable detail the facts and circumstances claimed
                to
                provide a basis for termination of the Executive’s employment. Any
                purported termination of the Executive’s employment hereunder by action of
                either party shall be communicated by delivery of a Notice of Termination
                to the other party. Any purported termination of the Executive’s
                employment hereunder which is not effected in accordance with the
                foregoing shall be ineffective for purposes of this
                Agreement.

            


    

     

    
      	 	
              (viii)

            	
              “Retirement”
                shall mean termination of the Executive’s employment pursuant to the
                Company’s regular retirement policy applicable to the position held by the
                Executive at the time of such
                termination.

            


    

     

    
      	 	
              (b)

            	
              Termination
                or Failure to Extend by Company Not for Cause Prior to a Change of
                Control.
                In the event the Executive’s employment hereunder is terminated by action
                of the Company without cause prior to, but not coincident with, a
                Change
                of Control, or this Agreement is not extended by the Company without
                cause
                prior to, but not coincident with, a Change in Control, the Executive
                shall be entitled to receive payments under this Agreement as though
                the
                Agreement was in effect through the end of the period set forth in
                Paragraph 2 hereof, including any automatic extensions in effect
                as of the
                date of such termination. Any such payments due shall be paid on
                a monthly
                basis, subject to withholding and FICA and other applicable adjustments,
                in accordance with the normal payroll practices of the Company. Executive
                acknowledges that such payments serve as total satisfaction of Executive’s
                claims under this Agreement.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      	 	
              (c)

            	
              Termination
                By the Company at any time For Cause or by the Executive Prior to
                a Change
                in Control.
                In the event the Executive’s employment hereunder is terminated (A) by
                action of the Company for Cause either before, coincident with, or
                after a
                Change in Control; (B) by action of the Executive prior to, but not
                coincident with, a Change in Control; or (C) by reason of the Executive’s
                death, disability or retirement prior to a Change in Control, the
                following compensation and benefits shall be paid and provided the
                Executive (or his beneficiary):

            


    

     

    
      	 	
              (1)

            	
              The
                Executive’s base salary provided under Paragraph 5(a) through the last day
                of the month in which the Date of Termination occurs, at the annual
                rate
                in effect at the time Notice of Termination is given (or death occurs),
                to
                the extent unpaid prior to such Date of
                Termination;

            


    

     

    
      	 	
              (2)

            	
              The
                pro rata portion of any incentive or bonus payment under Paragraph
                5(b)
                which has been earned prior to the Date of Termination, to the extent
                unpaid prior to such date;

            


    

     

    
      	 	
              (3)

            	
              Any
                benefits to which the Executive (or his beneficiary) may be entitled
                as a
                result of such termination (or death), under the terms and conditions
                of
                the pertinent plans or arrangements in effect at the time of the
                Notice of
                Termination under Paragraph 5(d);
                and

            


    

     

    
      	 	
              (4)

            	
              Any
                amounts due the Executive with respect to paragraph (c) of Section
                5 as of
                the Date of Termination.

            


    

     

    
      	 	
              (d)

            	
              Termination
                by Company Not For Cause Coincident With or Following a Change in
                Control
                or by Executive Coincident With or Following a Change in
                Control.
                In the event that coincident with or following a Change in Control,
                the
                Executive’s employment hereunder is terminated or this Agreement is not
                extended (A) by action of the Executive coincident with or following
                a
                Change in Control including the Executive’s death, disability or
                retirement, or (B) by action of the Company not for cause coincident
                with
                or following a Change in Control, the Company shall pay and provide
                the
                Executive, subject to Company regulatory limitations, the compensation
                and
                benefits stipulated under sub-paragraph (c) immediately above; provided,
                however, in addition thereto, the following compensation and benefits
                shall be paid and provided the
                Executive:

            


    

     

    The
      Company shall pay to the Executive in a lump sum, in cash, within 30 days
      following the Date of Termination or on the effective date of the Change in
      Control, whichever occurs later, an amount equal to 2.90 times the Compensation
      paid in the preceding calendar year, or scheduled to be paid to the Executive
      during the year of the Notice of Termination, whichever is greater, plus an
      additional amount sufficient to pay United States income tax on the lump sum
      amount so paid.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      	 	
              (e)

            	
              Continuation
                of Benefits.
                Following the termination of Executive’s employment hereunder, the
                Executive shall have the right to continue in the Company’s group health
                insurance plan or other Company benefit program as may be required
                by
                COBRA or any other federal or state law or
                regulation.

            


    

     

    
      	 	
              (f)

            	
              Compensation
                During Disability.
                In the event of the Executive’s failure to satisfactorily perform his
                duties hereunder on a full-time basis by reason of his incapacity
                due to
                physical or mental illness for any period not otherwise constituting
                Disability as defined under sub-paragraph (vi) of Paragraph 7(a)
                hereof,
                the Executive’s employment hereunder shall not be deemed terminated and he
                shall continue to receive the compensation and benefits provided
                under
                Paragraph 5 in accordance with the terms
                thereof.

            


    

     

    
      	
              8.

            	
              Withholding.
                Any provision of this Agreement to the contrary notwithstanding,
                all
                payments made by the Company hereunder to the Executive or his estate
                or
                beneficiaries shall be subject to the withholding of such amounts,
                if any,
                relating to tax and other payroll deductions as the Company may reasonably
                determine should be withheld pursuant to any applicable law or regulation.
                In lieu of withholding such amounts, the Company may accept other
                provisions, provided that it has sufficient funds to pay all taxes
                required by law to be withheld in respect of any or all such
                payments.

            


    

     

    
      	
              9.

            	
              Notices.
                All notices, requests, demands and other communications provided
                for by
                this Agreement shall be in writing and shall be sufficiently given
                if and
                when mailed in the continental United States by registered or certified
                mail, or personally delivered to the party entitled thereto, at the
                address stated below or to such changed address as the addressee
                may have
                given by a similar notice:

            


    

     

    
      	
              To
                the Company:

            	 	
              President

            
	 	 	
              Provectus
                Pharmaceuticals, Inc.

            
	 	 	
              7327
                Oak Ridge Highway, Suite A

            
	 	 	
              Knoxville,
                TN 37931

            


    

    


    
      	
              To
                the Executive:

            	 	
              Timothy
                C. Scott, Ph.D.

            
	 	 	
              C/o
                Provectus Pharmaceuticals, Inc.

              7327
                Oak Ridge Highway

            
	 	 	
              Knoxville,
                Tennessee 37931

            
	 	 	 


    

    
      	
              10.

            	
              Successors:
                Binding Agreement.
                The Company shall require any successor (whether direct or indirect,
                by
                purchase, merger, consolidation or otherwise) to all or substantially
                all
                of the business and/or assets of the Company, by agreement in the
                form and
                substance satisfactory to the Executive, to expressly assume and
                agree to
                perform this Agreement in the same manner and to the same extent
                that the
                Company would be required to perform it if no such succession had
                taken
                place. Failure of the Company to obtain such agreement prior to the
                effectiveness of any such succession shall be a breach of this Agreement.
                For purposes of this Agreement, “Company” shall include any successor to
                its business and/or assets as aforesaid which executes and delivers
                the
                agreement provided for in this Section or which otherwise becomes
                bound by
                all the terms and provisions of this Agreement by operation of
                law.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    This
      Agreement shall inure to the benefit of and be enforceable by the Executive’s
      personal or legal representatives, executors, administrators, successors, heirs,
      distributees, devisees and legatees. If the Executive should die while any
      amount would still be payable to him hereunder if he had continued to live,
      all
      such amounts, except to the extent otherwise provided under this Agreement,
      shall be paid in accordance with the terms of this Agreement to his devisee,
      legatee or other designee, or if there be no such designee, to the Executive’s
      estate.

     

    
      	
              11.

            	
              Modification,
                Waiver or Discharge.
                No provision of this Agreement may be modified, waived or discharged
                unless such waiver, modification or discharge is agreed to in writing
                signed by the Executive and an authorized officer of the Company.
                No
                waiver by either party hereto at anytime of any breach by the other
                party
                hereto of, or compliance with, any condition or provision of this
                Agreement to be performed by such other party shall be deemed a waiver
                of
                similar or dissimilar provisions or conditions at the same or at
                any prior
                or subsequent time. No agreements or representations, oral or otherwise,
                express or implied, with respect to the subject matter hereof had
                been
                made by either party which are not expressly set forth in this Agreement;
                provided, however, that this Agreement shall not supersede or in
                any way
                limit the right, duties or obligations that the Executive or the
                Company
                may have under any other written agreement between such parties,
                under any
                employee pension benefit plan or employee welfare benefit plan as
                defined
                under the Employee Retirement Income Security Act of 1974, as amended,
                and
                maintained by the Company, or under any established personnel practice
                or
                policy applicable to the Executive.

            


    

     

    
      	
              12.

            	
              Governing
                Law.
                The validity, interpretation, construction and performance of this
                Agreement shall be governed by the laws of the State of Tennessee
                to the
                extent federal law does not apply.

            


    

     

    
      	
              13.

            	
              Validity.
                The invalidity or unenforceability of any provision of this Agreement
                shall not affect the validity or enforceability of the other provisions
                of
                this Agreement, which latter provisions shall remain in full force
                and
                effect.

            


    

     

    
      	
              14.

            	
              Miscellaneous.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
      	 	
              (a)

            	
              No
                Adequate Remedy At Law; Costs to Prevailing Party.
                The Company and the Executive recognize that each party may have
                no
                adequate remedy at law for breach by the other of any of the agreements
                contained herein, and, in the event of any such breach, the Company
                and
                the Executive hereby agree and consent that the other shall be entitled
                to
                injunctive relief or other appropriate remedy to enforce performance
                of
                such agreements. In the event of a breach of this Agreement, then
                the
                prevailing party in any litigation instituted to enforce such breach
                shall
                have the right to recover from the losing party its costs related
                thereto,
                including legal fees, court costs, and any other reasonable expenses
                incurred.

            


    

     

    
      	 	
              (b)

            	
              Non-Assignability.
                No right, benefit, or interest hereunder shall be subject to anticipation,
                alienation, sale, assignment, encumbrance, charge, pledge, hypothecation,
                or setoff in respect of any claim, debt or obligation, or to execution,
                attachment, levy or similar process, or assignment by operation of
                law.
                Any attempt, voluntary or involuntary, to effect any action specified
                in
                the immediately preceding sentence shall, to the full extent permitted
                by
                law, be null, void and of no effect. Any of the foregoing to the
                contrary
                notwithstanding, this provision shall not preclude the Executive
                from
                designating one or more beneficiaries to receive any amount that
                may be
                payable after his death, and shall not preclude the legal representative
                of the Executive’s estate from assigning any right hereunder to the person
                or persons entitled thereto under his will or, in the case of intestacy,
                applicable to his estate.

            


    

     

    
      	
              15.

            	
              Counterparts.
                This Agreement may be executed in one or more counterparts, each
                of which
                shall be deemed to be an original, but of which together will constitute
                one and the same instrument.

            


    

     

    


     

    IN
      WITNESS WHEREOF,
      the
      Executive and the Company (by action of its duly authorized officers) have
      executed this Agreement as of the date first above written.

     

    


    
      	 	 	 
	 	PROVECTUS
              PHARMACEUTICALS, INC.
	 
 	 
 	 
 
	
            	By:  	/s/ H.
              Craig Dees, Ph.D., CEO
	 	
              

            
	 Attest:	
              EXECUTIVE:

               

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