October
                20, 2008

            


    

    


    


    Oragenics,
      Inc. DBA ONI Biopharma Inc.

    13700
      Progress Blvd.

    Alachua,
      Florida 32615

    


    Gentlemen:

    


    We
      are
      pleased to advise you that Signature Bank (the “Bank”) holds available for the
      use of Oragenics, Inc. DBA ONI Biopharma, Inc. (the “Borrower”) a line of credit
      in the amount of $1,000,000.00 upon the following terms and
      conditions:

    


    1. Facility.
      (a) A
      line of credit (the “Line”) for short-term loans for working capital purposes
      (“Loans”), provided that the aggregate principal amount of Loans at any time
      outstanding shall not exceed $1,000,000.00.

     

    (b) Loans
      shall be extended upon the Borrower’s prior written notice to the Bank (duly
      executed by an authorized officer of the Borrower) such notice to be in a form
      satisfactory to the Bank which may be accomplished by facsimile transmission
      or
      other digitally or electronically scanned media delivered by internet electronic
      mail transmission.

     

    2. Credit
      Period.
      The
      Line shall be available for the period commencing with the date of the
      Borrower’s acceptance and satisfaction of the terms hereof and ending
      October___, 2009 (the “Credit Period”). All Loans shall mature on the last day
      of the Credit Period. 

     

    3. Interest
      and Fees.
      The
      Bank shall charge and shall be entitled to receive the following (which amounts,
      together with any other amounts owing by the Borrower to the Bank, may be
      charged to any demand deposit account maintained by the Borrower with the
      Bank):

     

    (a) Loans
      shall be further subject to the terms and conditions of the promissory note
      dated the date hereof and executed in connection with the Line (the “Note”), and
      shall bear interest at a fluctuating rate per annum equal to the Prime Rate
      (as
      defined in the Note) per annum, which rate will change when and as the Prime
      Rate changes. Interest shall be computed on the basis of a 360-day year for
      actual days elapsed and shall be payable as set forth in the Note. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (b) As
      additional compensation for the Line, the Borrower agrees to pay the Bank a
      facility fee in the amount of $10,000.00. Such fee shall be payable upon the
      Borrower’s acceptance of the terms and conditions hereof.

     

    (c) The
      Borrower shall pay all fees and expenses of the Bank’s outside counsel with
      respect to its preparation and negotiation of the documents to be executed
      in
      connection with the Line to the extent that such fees are in excess of
      $5,000.00

     

    4. Collateral.
      All
      obligations of the Borrower to the Bank shall be fully cash secured by Signature
      Bank Fidelity Prime Fund money market account number _______________ in the name
      of
      the Borrower in the amount of $1,000,000.00.

     

    5. Other
      Conditions and Covenants.
      In
      addition to the foregoing, at all times during the Credit Period and as long
      as
      any Loan remains outstanding, the Borrower shall:

     

    (a) Furnish
      to the Bank:

     

    (i) within
      150
      days of
      the close of each fiscal year of the Borrower throughout the Credit Period,
      the
      consolidated and consolidating balance sheet, statements of income and retained
      earnings and cash flows of the Borrower and its subsidiaries as of the last
      day
      of and for such fiscal year, each such statement to be prepared in accordance
      with generally accepted accounting principles (“GAAP”) consistently applied by a
      firm of independent certified public accountants satisfactory to the
      Bank;

     

    (ii) annually,
      and not later 150
      days
      after the close of each fiscal year of the Borrower throughout the Credit
      Period, tax returns of the Borrower; and

     

    (iii) such
      other statements and reports as shall be reasonably requested by the
      Bank.

     

    (b) not
      enter
      into any merger or consolidation or liquidate, windup or dissolve itself or
      sell, transfer or lease or otherwise dispose of all or any substantial part
      of
      its assets or acquire the capital stock or assets of any other
      business;

     

    (c) maintain
      a depository relationship with the Bank.

     

    6. Events
      of Default.
      Upon
      the occurrence of any of the following events (each an “Event of Default” and
      collectively the “Events of Default”):

     

    (a) default
      by the Borrower in making any payment of principal, interest, or any other
      sum
      payable under this Letter Agreement or the Note when due; or

     

    
      
         

      

      
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          2 -

        
          

        

      

      
         

      

       

    

    (b) default
      by the Borrower in the due payment of any other obligation owing to the Bank;
      or

     

    (c) the
      Borrower failing to perform any condition or obligation described in this
      agreement or in any other agreement, document or instrument executed and
      delivered pursuant to or in connection with this agreement within the time
      periods specified;

     

    (d) the
      Borrower defaulting under any agreement, document or instrument executed and
      delivered pursuant to or in connection with this agreement (whether executed
      prior or subsequent to the date hereof) or in connection with any obligation
      then outstanding with the Bank;

     

    (e) default
      by Borrower in the due payment of any other indebtedness for borrowed money
      or
      default in the observance or performance of any covenant or condition contained
      in any agreement or instrument evidencing, securing, or relating to any such
      indebtedness, which causes or permits the acceleration of the maturity thereof;
      or 

     

    (f) any
      representation or warranty made by the Borrower herein, in the Note or in any
      certificate furnished by the Borrower in connection with the extensions of
      credit made or to be made to the Borrower by the Bank, proves untrue in any
      material respect; or 

     

    (g) if
      the
      Borrower becomes insolvent or bankrupt, is generally not paying its debts as
      they become due, or makes an assignment for the benefit of creditors, or a
      trustee or receiver is appointed for the Borrower or for the greater part of
      the
      properties of the Borrower with the consent of the Borrower, or if appointed
      without the consent of the Borrower, such trustee or receiver is not discharged
      within 90 days, or bankruptcy, reorganization, liquidation or similar
      proceedings are instituted by or against the Borrower under the laws of any
      jurisdiction, and if instituted against the Borrower are consented to by it
      or
      remain undismissed for 90 days, or a writ or warrant of attachment or similar
      process shall be issued against a substantial part of the property of the
      Borrower and shall not be released or bonded within 90 days after levy; or
      

     

    (h) if
      any
      information furnished or provided by the Borrower to the Bank is not materially
      correct; or

     

    (i) if
      the
      usual credit factors do not remain favorable with respect to the Borrower in
      the
      sole determination of the Bank or one or more conditions exist or events occur
      which have resulted or may result in a material adverse change in the business,
      properties or financial condition of the Borrower as determined in the sole
      discretion of the Bank or one or more other conditions exist or events occur
      which the Bank deems materially adverse;

     

    
      
         

      

      
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          3 -

        
          

        

      

      
         

      

       

    

    then,
      in
      any such event, any or all of the following actions may be taken: The Bank
      may
      in its sole discretion and without presentment, demand, protest or notice to
      the
      Borrower, all of which are hereby waived, (i) declare all Loans and all
      indebtedness, obligations and liabilities owing in connection therewith due
      and
      payable and the same shall forthwith become due and payable without presentment,
      demand, protest or notice, (ii) curtail or eliminate the Line and/or any or
      all
      of the Loans, and (iii) take whatever other action it shall deem appropriate
      as
      permitted by applicable law or by any agreement, document or instrument executed
      and delivered pursuant to or in connection with the Line.

    


    7. Conditions
      Precedent.
      The
      Bank reserves the right to terminate its obligations hereunder after acceptance
      thereof by the Borrower, and the Bank shall be under no obligation to extend
      any
      Loan hereunder, unless and until the satisfaction of each of the additional
      following events:

     

    (a) The
      Bank
      shall have received (i) copies of the resolutions of the board of directors
      of
      the Borrower (or similar governing body if the Borrower is not a corporation)
      authorizing the execution, delivery and performance of this Letter Agreement
      and
      the agreements, instruments and documents executed pursuant to or in connection
      with the Line certified by the Secretary or an Assistant Secretary of the
      Borrower; (ii) a certificate of the Secretary or an Assistant Secretary of
      the
      Borrower certifying the names and true signatures of the officers of the
      Borrower authorized to sign any and all documents to be delivered by the
      Borrower or as required or contemplated hereunder; and (iii) a copy of the
      organizational documents of the Borrower, with all amendments thereto and a
      certificate of good standing issued by the State of the Borrower’s organization.


     

    (b) There
      shall have been executed documentation acceptable to the Bank and its counsel,
      including without limitation the Note and pledge agreement.

     

    (c) The
      Bank
      shall have received a satisfactory opinion letter from Borrower’s counsel in the
      form annexed hereto as Exhibit “A”.

     

    (d) The
      Bank
      shall have received (i) the results of searches of Uniform Commercial Code
      and
      other lien filings with respect to the Borrower in the State of Florida and
      such
      searches shall disclose no liens on the collateral for the Loan; 

     

    (e) The
      Borrower’s $75,000.00 BRLOC with the Bank shall be paid in full;
      and

     

    (f) All
      other
      documents and legal matters in connection with the transactions contemplated
      by
      this Letter Agreement shall be satisfactory in form and substance to the Bank
      and its counsel and the Bank and its counsel to be satisfied as to all legal
      matters.

     

    
      
         

      

      
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          4 -

        
          

        

      

      
         

      

       

    

    8. Successors
      and Assigns. This
      Agreement shall be binding upon and inure to the benefit of the Borrower and
      the
      Bank and their respective successors and assigns, except that the Borrower
      may
      not assign or transfer any of its rights under this Agreement without the prior
      written consent of the Bank. The term “Bank” as used herein shall be deemed to
      include the Bank and its successors, endorsees and assigns.

     

    9. Governing
      Law.
      This
      Letter Agreement and each extension of credit hereunder shall be governed by
      and
      construed in accordance with the laws of the State of New York (excluding the
      laws applicable to conflicts or choice of law) and the Borrower hereby submits
      to the jurisdiction of the United States federal courts and the courts of the
      State of New York located in any county or city as selected by the Bank within
      the State of New York.

     

    10. Pledge
      to Federal Reserve.
      The
      Bank may at any time pledge all or any portion of its rights under any note
      executed pursuant to this Letter Agreement and the loan documents executed
      in
      connection therewith to any of the twelve (12) Federal Reserve Banks organized
      under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such
      pledge or enforcement thereof shall release the Bank from its obligations under
      any of such loan documents.

     

    11. Acceptance.
      If the
      foregoing is acceptable, please have the enclosed copy of this letter signed
      by
      a duly authorized signer of the Borrower in the space provided below and
      returned to the Bank together with payment of the facility fee on or before
      October__, 2008. This letter shall be of no force or effect and shall be
      unenforceable against the Bank unless signed and returned to the Bank by such
      date.

     

     

    
      	 	
              Very
                truly yours,

               

              SIGNATURE
                BANK

               

              By:/s/
                Joseph
                Festa                                                
                

              Name:
                Joseph Festa

              Title:
                Group Director and Senior Vice
                President

            


    

     

    
      
         

      

      
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          5 -

        
          

        

      

      
         

      

    

    

    

    ACCEPTED
      AND AGREED

    this
      20th
      day of
      October, 2008:

    


    BORROWER:

    


    ORAGENICS,
      INC. DBA ONI BIOPHARMA INC.

     

    By:/s/David
      Hirsch                                                    


    Name:
      David Hirsch

    Title:
      CFO-COO

     

    
      
         

      

      
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          6 -

        
          

        

      

      
         

      

    


    EXHIBIT
      “A”

    


    FORM
      OF
      OPINION LETTER

     


    
      	 	
              October
                ___, 2008

            


    

     

Signature
      Bank

    565
      Fifth
      Avenue

    New
      York,
      New York 10017

    


    
      	
            	Re:	
              Line
                of Credit Letter Agreement (the “Credit
                Agreement”)
                dated as of October ___, 2008, by and between Oragenics, Inc., a
                Florida
                corporation (“Borrower”)
                and Signature Bank (the "Lender")  

            


    

     

    Ladies
      and Gentlemen:

    


    We
      have
      acted as legal counsel to Borrower in connection with the execution and delivery
      by Borrower of the Credit Agreement, with the Lender and the other Financing
      Documents (as such term is defined below). This opinion is delivered to you
      with
      the consent of the Borrower. 

    


    In
      connection with the opinions expressed herein, we have examined such documents,
      records and matters of law as we have deemed necessary for the purposes of
      this
      opinion. We have examined, among other documents, the following:

    


    
      	 	
              (a)

            	
              the
                Credit Agreement;

            


    

    
      	 	
              (b)

            	
              the
                Promissory Note (the “Note”)
                dated October ___, 2008, in the principal amount of $1,000,000.00,
                made by
                Borrower and payable to the order of
                Lender;

            


    

    
      	 	
              (c)

            	
              the
                Pledge Agreement (the “Pledge Agreement”) dated October ___, 2008, between
                Borrower and Lender;

            


    

    
      	 	
              (d)

            	
              the
                Amended and Restated Articles of Incorporation of Borrower as filed
                with
                the Florida Department of State on May 8,
                2002;

            


    

    
      	 	
              (e)

            	
              the
                Bylaws of Borrower;

            


    

    
      	 	
              (f)

            	
              a
                Certificate of Status relating to Borrower issued by the Florida
                Department of State on October 7,
                2008;

            


    

    
      	 	
              (g)

            	
              a
                copy of the Action Taken by Unanimous Written Consent in Lieu of
                a Meeting
                of the Board of Directors of the Borrower authorizing the loan
                transaction.

            


    

    


    
      
         

      

      
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          7 -

        
          

        

      

      
         

      

       

    

    The
      documents referred to in items (a) through (c) above, inclusive, are referred
      to
      herein collectively as the "Financing
      Documents";
      and
      the documents referred to in items (a) through (g) above, inclusive, are
      referred to herein collectively as the "Documents".

    


    In
      all
      such examinations, we have assumed the legal capacity of all natural persons
      executing documents, the genuineness of all signatures of Persons other than
      the
      Borrower or those signing on behalf of the Borrower, the authenticity of
      original and certified documents and the conformity to authentic original or
      certified copies of all copies submitted to us as conformed or reproduction
      copies. As to various questions of fact relevant to the opinions expressed
      herein, we have relied upon, and assume the accuracy of, representations and
      warranties contained in the Documents and certificates and oral or written
      statements and other information of or from representatives of the Borrower
      and
      others and assume compliance on the part of all parties to the Financing
      Documents with their covenants and agreements contained therein. As to the
      factual matters set forth therein, and, with respect to the opinions expressed
      in paragraph 1 below, as to the legal conclusions expressed therein, we have
      relied solely upon certificates of public officials.

    


    To
      the
      extent it may be relevant to the opinions expressed herein, we have assumed
      that
      all parties to the Financing Documents other than the Borrower are duly
      organized, validly existing and in good standing under the laws of their
      respective jurisdictions of formation and, to the extent relevant, are duly
      qualified as foreign corporations and authorized to transact business in all
      relevant jurisdictions, have the legal authority and power to enter into and
      perform such documents and to consummate the transactions contemplated by the
      Financing Documents, that such documents have been duly authorized, executed
      and
      delivered by all of the parties to the Financing Documents other than the
      Borrower and constitute legal, valid and binding obligations of all of the
      parties to the Financing Documents other than the Borrower, and that the Lender
      complies with all standards of conduct applicable to it with respect to the
      Financing Documents (including, without limitation, any requirement that the
      Lender act reasonably, in good faith, in a commercially reasonable manner or
      otherwise in compliance with, and not in violation of, applicable law).
      Furthermore, in rendering the opinions expressed herein, we have assumed, and
      we
      express no opinion as to, compliance by the Lender with any state, federal
      or
      other laws or regulations applicable to it or to the legal or regulatory status
      or the nature of the business of the Lender.

    


    To
      the
      extent it may be relevant to the opinions expressed herein, we have assumed
      that
      the execution and delivery of the Financing Documents by the parties thereto
      other than the Borrower and the performance by the parties thereto other than
      the Borrower of their respective obligations under the Financing Documents
      do
      not and will not violate, conflict with, or cause a default under (a) any law
      applicable thereto or (b) the Organizational Documents of any such
      party.

    


    
      
         

      

      
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          8 -

        
          

        

      

      
         

      

       

    

    We
      have
      further assumed the following in rendering this opinion:

    


    (1) that
      there have been no undisclosed modifications of any provision of any document
      reviewed by us in connection with the rendering of this opinion and no
      undisclosed prior waiver of any right or remedy contained in any of the
      Financing Documents;

    


    (2) the
      truthfulness of each statement as to all factual matters otherwise not known
      to
      us to be untruthful contained in any document;

    


    (3) the
      accuracy on the date hereof as well as on the date stated in all governmental
      certifications of each statement as to each factual matter contained in such
      governmental certifications;

    


    (4) that
      the
      addressee has acted in good faith, without notice of adverse claims, and has
      complied with all laws applicable to it that affect the transaction evidenced
      by
      the Transaction Documents;

    


    (5) that
      the
      transaction evidenced by the Financing Documents complies with all tests of
      good
      faith, fairness, and conscionablity required by law;

    


    (6) that
      routine procedural matters such as service of process or qualification to do
      business in the relevant jurisdictions will be satisfied by the parties seeking
      to enforce the Financing Documents;

    


    (7) that
      all
      statutes, judicial and administrative decisions, and rules and regulations
      of
      governmental agencies constituting the law for which we are assuming
      responsibility are published or otherwise generally accessible in each case
      in a
      manner generally available to lawyers practicing in the State of
      Florida;

    


    (8) that
      other agreements related to the transaction evidenced by the Financing Documents
      will be enforced as written;

    


    (9) that
      there are no other agreements or understandings among the parties to the
      Financing Documents that would modify the terms of the Financing Documents
      or
      the respective rights or obligations of the parties to those
      documents;

    


    (10) that
      with
      respect to the Financing Documents and the transaction evidenced thereby, there
      has been no mutual mistake of fact and there exists no fraud or duress;
      and

    


    
      
         

      

      
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          9 -

        
          

        

      

      
         

      

       

    

    (11) the
      constitutionality and validity of all relevant laws, regulations and agency
      actions unless a reported case has otherwise held or widespread concern has
      been
      expressed by commentators as reflected in materials which lawyers routinely
      consult.

     

    For
      the
      purposes of this opinion, the following terms shall have the meanings set forth
      below:

    


    “Organizational
      Documents”
      shall
      mean, as to any Person which is not a natural person, the documents and/or
      instruments creating and/or governing the formation or operation of such Person,
      including without limitation such documents required to be filed with any
      governmental authority having jurisdiction over the creation or formation of
      such Person and including without limitation, articles of incorporation, bylaws,
      shareholder agreements, voting trust agreements, articles of organization,
      operating agreements, management agreements, certificates of limited
      partnership, partnership agreements, statements of qualification, trust
      agreements or indentures or other agreements or instruments as appropriate
      for
      such Person.

    


    “Person”
shall
      mean any
      entity, whether an individual, trustee, corporation, partnership, trust,
      unincorporated organization, governmental authority or otherwise.

    


    Based
      upon the foregoing, and subject to the limitations, qualifications and
      assumptions set forth herein, we are of the opinion that:

    


    1. Borrower
      is a corporation, duly formed and validly existing under the laws of the State
      of Florida, with its status as active, and is otherwise duly qualified to do
      business in the State of Florida.

    


    2. Borrower
      has the power and authority to execute and deliver the Financing Documents
      to
      which it is a party and to perform its obligations under such Financing
      Documents. Borrower has taken all necessary action to authorize the execution,
      delivery and performance of the Financing Documents to which it is a party.
      

    


    3. Each
      of
      the Financing Documents to which Borrower is a party has been duly executed
      and
      delivered by Borrower.

    


    4. Neither
      the execution and delivery by Borrower of the Financing Documents to which
      Borrower is a party, nor the performance by Borrower of its obligations under
      the Financing Documents to which Borrower is a party, will (a) violate any
      law,
      rule or regulation applicable to the Borrower or (b) violate any provision
      of the Organizational Documents of the Borrower or (c) to our knowledge,
      constitute a breach or a default under any material agreement or instrument
      to
      which the Borrower is a party or by which it or its assets are bound or result
      in the creation of a mortgage, security interest or other encumbrance upon
      the
      assets of the Borrower except as and to the extent provided in the Financing
      Documents.

    


    
      
         

      

      
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          10 -

        
          

        

      

      
         

      

       

    

    5. Subject
      to the limitations in the next section of this paragraph 5, the Financing
      Documents are the valid and binding obligations of the Borrower enforceable
      against the Borrower.

    


    The
      validity, binding effect and enforceability of the Financing Documents might
      be
      limited or otherwise affected by (a) bankruptcy, insolvency, reorganization,
      moratorium, fraudulent conveyance or similar statutes, rules, regulations or
      other laws affecting the enforcement of creditors' rights and remedies generally
      and (b) the unavailability of, or limitation on the availability of, a
      particular right or remedy (whether in a proceeding in equity or at law) because
      of an equitable principle or a requirement as to commercial reasonableness,
      conscionablity or good faith. In addition, certain remedies, waivers and
      provisions of the Financing Documents might not be enforceable; nevertheless,
      such unenforceability will not render the Financing Documents invalid as a
      whole.

    


    6. We
      note
      that the Financing Documents provide that they are governed by New York law.
      It
      is our opinion that a Florida court of competent jurisdiction or a federal
      court
      sitting in the state of Florida in an action to enforce or interpret the
      Financing Documents, assuming the proper argument thereof, should give effect
      to
      the choice of New York law as the governing law of the Financing Documents
      and
      to the interpretation thereof, subject to applicable conflicts of laws decisions
      and provided that application of New York law in any instance would not result
      in the violation of the public policy of the State of Florida.

    


    Certain
      of the opinions set forth herein are limited “to our knowledge.” Whenever
our
      opinion is so limited, we mean that, during the course of our engagement for
      this opinion, no information has come to the attention of any of our attorneys
      working on the engagement that would give them actual knowledge of the
      existence or absence of such facts.
      We have
      not undertaken any independent investigation to determine the
      existence or absence of such facts,
      and no
      inference as to our knowledge of the
      existence or absence of such facts should
      be
      drawn from our engagement. 

    


    7. Provided
      that all of the Financing Documents are both executed and delivered outside
      of
      the territorial limits of the State of Florida, the Financing Documents are
      not
      subject to Florida Documentary Stamp Tax or Florida Intangibles
      Tax.

     

    We
      are
      members of the Florida Bar and the opinions expressed herein are limited to
      the
      federal law of the United States and the laws of the State of Florida. We note
      that the Financing Documents are governed by the laws of the State of New York,
      and with your permission the opinions rendered herein assume that the laws
      of
      New York are the same as the laws of the State of Florida. Without limiting
      the
      generality of the foregoing, we express no other opinion concerning the laws
      of
      any other jurisdiction in which the Borrowers may be located, may transact
      business, or in which enforcement of the Transaction Documents may be
      sought.

    


    
      
         

      

      
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          11 -

        
          

        

      

      
         

      

       

    

    Except
      as
      expressly set forth herein, no other opinion is made with respect to the
      Borrower, the Lender, the Financing Documents or the transactions evidenced
      thereby. 

    


    Other
      than the addressees and their respective assignees and transferees, no person
      may rely on this opinion without our prior written consent. This opinion is
      issued as of the date hereof and we undertake no, and hereby disclaim any,
      obligation to advise you as to any change or modification to any state of facts
      or law that would affect our opinions as stated herein.

    
 

    
      	 	
              Very
                truly yours,

            


    

    


    
      
         

      

      
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          12 -

        
          

        

      

      
         

      

       

      
        

         

        PROMISSORY
          NOTE

         

        
          	
                  $1,000,000.00

                	
                  October__
                    , 2008

                


        

         

        On
          October__
          , 2009
          (the
“Maturity Date”), for value received, Oragenics,
          Inc. d/b/a ONI Biopharma Inc.
          having
          its principle office at
          13700
          Progress Blvd., Alachua, Florida, 32615 (the
          “Borrower”), promises to pay to the order of SIGNATURE BANK, having an office at
          565 Fifth Avenue, New York, NY 10017 (the “Bank”), at such office of the Bank or
          at such other place as the holder hereof may from time to time appoint
          in
          writing, in lawful money of the United States of America in immediately
          available funds, the principal sum of ONE
          MILLION and 00/100
          ($1,000,000.00)
          Dollars or such lesser amount as may then be the aggregate unpaid principal
          balance of all loans made by the Bank to the Borrower hereunder (each a
“Loan”
and collectively the “Loans”) as shown on the schedule attached to and made a
          part of this Note. Within the $1,000,000.00 limit of this Note, Loans may
          be
          obtained, repaid and re-borrowed on a revolving basis. The Borrower also
          promises to pay interest (computed on the basis of a 360 day year for actual
          days elapsed) at said office in like money on the unpaid principal amount
          of
          each Loan from time to time outstanding at a rate per annum equal to the
          Prime
          Rate. Interest on each Loan shall be payable monthly on the first day of
          each
          month commencing the first such day to occur after a Loan is made hereunder
          and,
          together with principal, on the maturity thereof. The Borrower further
          agrees
          that upon and following an Event of Default and/or after any stated or
          any
          accelerated maturity of Loans hereunder, all Loans shall bear interest
          (computed
          daily) at a rate equal to 4% per annum in excess of the rate then applicable
          to
          such Loans, payable on demand. Furthermore, if the entire amount of any
          principal and/or interest required to be paid pursuant to this Note is
          not paid
          in full within ten (10) days after the same is due, the Borrower shall
          further
          pay to the Bank a late fee equal to Five percent (5%)
          of the
          required payment. In no event shall interest payable hereunder be in excess
          of
          the maximum rate of interest permitted under applicable law. If any payment
          to
          be so made hereunder becomes due and payable on a day other than a Business
          Day,
          such payment shall be extended to the next succeeding Business Day and,
          to the
          extent permitted by applicable law, interest thereon shall be payable at
          the
          then applicable rate during such extension.

         

        All
          payments made in connection with this Note shall be in lawful money of
          the
          United States in immediately available funds. All
          such
          payments shall be applied first to the payment of all fees, expenses and
          other
          amounts due to the Bank (excluding principal and interest), then to accrued
          interest, and the balance on account of outstanding principal; provided,
          however, that after the occurrence of an Event of Default, payments will
          be
          applied to the obligations of the Borrower to the Bank as the Bank determines
          in
          its sole discretion. The
          Borrower hereby expressly authorizes the Bank to record on the attached
          schedule
          the amount and date of each Loan, the rate of interest thereon, Interest
          Period
          thereof and the date and amount of each payment of principal. All such
          notations
          shall be presumptive as to the correctness thereof; provided, however,
          the
          failure of the Bank to make any such notation shall not limit or otherwise
          affect the obligations of the Borrower under this Note.

         

        
          
             

          

          
            -
              1 -

            
              

            

          

          
             

          

           

        

        In
          consideration of the granting of the Loans evidenced by this Note, the
          Borrower
          hereby agrees as follows:

         

        1. Loan
          Requests.
          Requests for Loans may be made up until 1 p.m. on the date the Loan is
          to be
          made. Any request for a Loan must be written. The Bank shall have no obligation
          to make any Loan hereunder.

         

        2. Prepayment.
          The
          Borrower may prepay any Loan at any time in whole or in part without premium
          or
          penalty. Each such prepayment shall be made together with interest accrued
          thereon to and including the date of prepayment. 

         

        3. Warranties
          and Representations.
          

         

        oFor
          Individuals            þ For
          Institutions

          


          The
            Borrower represents and warrants that: a) it is duly organized, validly
            existing
            and in good standing under the laws of the state of its organization
            and is
            qualified to do business and is in good standing under the laws of every
            state
            where its failure to so qualify would have a material and adverse effect
            on the
            business, operations, property or other condition of the Borrower; b)
            the
            execution, issuance and delivery of this Note by the Borrower are within
            its
            organizational powers and have been duly authorized, and the Note is
            valid,
            binding and enforceable in accordance with its terms, and is not in violation
            of
            law or of the terms of the Borrower's organizational documents and does
            not
            result in the breach of or constitute a default under any indenture,
            agreement
            or undertaking to which the Borrower is a party or by which it or its
            property
            may be bound or affected; c) no authorization or approval or other action
            by,
            and no notice to or filing with, any governmental authority or regulatory
            body
            is required for the due execution, delivery and performance by the Borrower
            of
            this Note, except those as have been obtained; d) the financial statements
            of
            the Borrower heretofore furnished to the Bank are complete and correct
            and
            fairly represent the financial condition of the Borrower and its subsidiaries
            as
            at the dates thereof and for the periods covered thereby, which financial
            condition has not materially, adversely, changed since the date of the
            most
            recently dated balance sheet heretofore furnished to the Bank; e) no
            Event of
            Default (as hereinafter defined) has occurred and no event has occurred
            which
            with the giving of notice or the lapse of time or both would constitute
            an Event
            of Default; f) the Borrower shall not use any part of the proceeds of
            any Loan
            to purchase or carry any margin stock within the meaning of Regulation
            U of the
            Board of Governors of the Federal Reserve System or to extend credit
            to others
            for the purpose of purchasing or carrying any margin stock; g) there
            is no
            pending or, to the knowledge of the Borrower, threatened action or proceeding
            affecting the Borrower before any court, governmental agency or arbitrator
            which, if determined adversely to the Borrower would have a materially
            adverse
            effect on the financial condition or operations of the Borrower except
            as
            described in the financial statements of the Borrower heretofore furnished
            to
            the Bank; and h) on the occasion of the granting of each Loan all
            representations and warranties contained herein shall be true and correct
            and
            with the same force and effect as though such representations and warranties
            had
            been made on and as of the date of the making of each such Loan.  

        

         


        
          
             

          

          
            -
              2 -

            
              

            

          

          
             

          

           

        

        4. Events
          of Default.
          Upon
          the occurrence of any of the following specified events of default (each
          an
“Event of Default”): a) default in making any payment of principal, interest, or
          any other sum payable under this Note when due; or b) default by the Borrower
          (i) of any other obligation hereunder or (ii) in the due payment of any
          other
          obligation owing to the Bank or (iii) under any other document, instrument
          and/or agreement with or in favor of the Bank; or c) default by Borrower
          in the
          due payment of any other indebtedness for borrowed money or default in
          the
          observance or performance of any covenant or condition contained in any
          agreement or instrument evidencing, securing, or relating to any such
          indebtedness, which causes or permits the acceleration of the maturity
          thereof;
          or d) any representation or warranty made by the Borrower herein or in
          any
          certificate furnished by the Borrower in connection with the Loans evidenced
          hereby or pursuant to the provisions hereof, proves untrue in any material
          respect; or e) the Borrower becomes insolvent or bankrupt, is generally
          not
          paying its debts as they become due, or makes an assignment for the benefit
          of
          creditors, or a trustee or receiver is appointed for the Borrower or for
          the
          greater part of the properties of the Borrower with the consent of the
          Borrower,
          or if appointed without the consent of the Borrower, such trustee or receiver
          is
          not discharged within 90 days, or bankruptcy, reorganization, liquidation
          or
          similar proceedings are instituted by or against the Borrower under the
          laws of
          any jurisdiction, and if instituted against the Borrower are consented
          to by it
          or remain undismissed for 90 days, or a writ or warrant of attachment or
          similar
          process shall be issued against a substantial part of the property of the
          Borrower and shall not be released or bonded within 90 days after levy;
          or f)
          the Bank shall have determined, in its sole discretion, that one or more
          conditions exist or events have occurred which have resulted or may result
          in a
          material adverse change in the business, properties or financial condition
          of
          the Borrower as determined in the sole discretion of the Bank or one or
          more
          other conditions exist or events have occurred with respect to the Borrower
          which the Bank deems materially adverse; then, in any such event, and at
          any
          time thereafter, if any Event of Default shall then be continuing, the
          Bank may
          declare the principal and the accrued interest in respect of all Loans
          under
          this Note to be, whereupon the Note shall become, immediately due and payable
          without presentment, demand, protest or other notice of any kind, all of
          which
          are expressly waived by the Borrower.

         

        
          
             

          

          
            -
              3 -

            
              

            

          

          
             

          

           

        

        5. Collateral
          Security.
          As
          collateral security for the payment of this Note and of all other notes
          and/or
          obligations or Liabilities (as hereinafter defined) of the Borrower, now
          of
          hereafter owned or held by the Bank, the Borrower grants the Bank a security
          interest in, pledges and assigns to the Bank all monies and/or other property
          now or hereafter held by the Bank (and/or any entity controlling, controlled
          by
          or under common control with the Bank, each such entity referred to herein
          as an
“Affiliate”) on deposit, in safekeeping, or otherwise, for the account of or to
          the credit of or belonging to the Borrower or in which the Borrower shall
          have
          any interest, all of which is hereinafter termed the collateral security.
          At any
          time, without demand or notice, the Bank may set off all deposits, credits,
          collateral and property, now or hereafter in the possession, custody,
          safekeeping or control of the Bank or any Affiliate, or in transit to any
          of
          them, or any part thereof and apply the same to any of the Liabilities
          even
          though unmatured and regardless of the adequacy of any other collateral
          securing
          the Liabilities. ANY AND ALL RIGHTS TO REQUIRE THE BANK TO EXERCISE ITS
          RIGHTS
          OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LIABILITIES,
          PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS,
          CREDITS
          OR OTHER PROPERTY OF THE BORROWER OR OTHER PARTY OBLIGATED ON THIS NOTE,
          ARE
          HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. The Bank at any time,
          before or after an Event or Default (as herein defined), may but shall
          not be
          obligated to, transfer into or out of its own name or that of its nominee
          all or
          any of the collateral security, including stocks, bonds, and other securities,
          and the Bank or its nominee may demand, sue for, collect, receive and hold
          as
          like collateral security any or all interest, dividends and income thereon
          and
          if the securities are held in the name of the Bank or its nominee, the
          Bank may,
          after an Event of Default, exercise all voting and other rights pertaining
          thereto as if the Bank were the absolute owner thereof; but the Bank shall
          not
          be obligated to demand payment of, protest, or take any steps necessary
          to
          preserve any rights in the collateral against prior parties, or to take
          any
          action whatsoever in regard to the collateral security or any part thereof,
          all
          of which the Borrower assumes and agrees to do. Without limiting the generality
          of the foregoing, the Bank shall not be obligated to take any action in
          connection with any conversion, call, redemption, retirement or any other
          event
          relating to any of the collateral security, unless the Borrower gives written
          notice to the Bank that such action shall be taken not more than thirty
          (30)
          days prior to the time such action may first be taken and not less than
          ten (10)
          days prior to the expiration of the time during which such action may be
          taken.
          The term “Liabilities” shall include this Note and all other indebtedness and
          obligations and liabilities of any kind of the Borrower to the Bank, now
          or
          hereafter existing, arising directly between the Borrower and the Bank
          or
          acquired by assignment, conditionally or as collateral security by the
          Bank,
          absolute or contingent, joint and/or several, secure or unsecured, due
          or not
          due, contractual or tortious, liquidated or unliquidated, arising by operation
          of law or otherwise, direct or indirect, including, but without limiting
          the
          generality of the foregoing, indebtedness, obligations or liabilities to
          the
          Bank of the Borrower as a member of any partnership, syndicate, association
          or
          other group, and whether incurred by the Borrower as principal, surety,
          endorser, guarantor, accommodation party or otherwise. This Note and all
          of the
          aforementioned obligations and Liabilities are also secured by (a) any
          and all
          property of the Borrower and/or any Guarantor and/or any other party obligated
          on this Note, now or hereafter subject to a security agreement, mortgage,
          pledge
          agreement, assignment, hypothecation or other document granting the Bank
          or an
          Affiliate a security interest or other lien or encumbrance and (b) any
          and all
          collateral described in any and all credit accommodations, notes, loan
          agreements, and any other agreements and documents, now or hereafter existing,
          creating, evidencing, guaranteeing, securing or relating to any or all
          of the
          Liabilities, together with all amendments, modifications, renewals, or
          extensions thereof. In addition, Borrower has pledged to Bank as security
          for
          the Loan money market account number _______________ maintained with Bank as
          set
          forth in a Pledge Agreement of even date herewith between Borrower and
          Bank.

         

        6. Definitions.
          As used
          herein:

         

        (a) “Business
          Day” means a day other than a Saturday, Sunday or other day on which commercial
          banks in New York are required or permitted by law to remain
          closed.

         

        (b) ““Loan
          Documents” means each document, instrument or agreement executed pursuant hereto
          or in connection herewith, together with each other document, instrument
          or
          agreement made with or in favor of the Bank.

         

        (c) “Prime
          Rate” means the variable per annum rate of interest so designated from time to
          time by the Bank as its prime rate. The Prime Rate is a reference rate
          and does
          not necessarily represent the lowest or best rate being charged to any
          customer.

         

        
          
             

          

          
            -
              4 -

            
              

            

          

          
             

          

           

        

        7. Miscellaneous.

         

        (a) The
          Borrower agrees to pay on demand all of the Bank's costs and expenses,
          including
          reasonable counsel fees, in connection with collection of any sums due
          to the
          Bank and enforcement of its rights under this Note.

         

        (b) No
          modification or waiver of any provision of this Note shall be effective
          unless
          such modification or waiver shall be in writing and signed by a duly authorized
          officer of the Bank, and the same shall then be effective only for the
          period
          and on the conditions and for the specific instances specified in such
          writing.
          No failure or delay by the Bank in exercising any right, power or privilege
          hereunder shall operate as a waiver thereof; nor shall any single or partial
          exercise thereof preclude any other or further exercise thereof or the
          exercise
          of any rights, power or privilege.

         

        (c) The
          Borrower hereby waives presentment, demand for payment, notice of protest,
          notice of dishonor, and any and all other notices or demands except as
          otherwise
          expressly provided for herein.

         

        (d) This
          Note
          shall be construed in accordance with and governed by the laws of the State
          of
          New York (excluding
          the laws applicable to conflicts or choice of law). The Borrower agrees
          that any
          suit for the enforcement of this Note or any of the other Loan Documents
          may be
          brought in the courts of the State of New York or any Federal court sitting
          therein and consents to the nonexclusive jurisdiction of such court and
          service
          of process in any such suit being made upon the Borrower by mail at the
          address
          set forth in the first paragraph of this Note. The Borrower hereby waives
          any
          objection that it may now or hereafter have to the venue of any such suit
          or any
          such court or that such suit is brought in an inconvenient forum.

         

        (e) The
          Bank
          may at any time pledge all or any portion of its rights under this Note
          and the
          loan documents executed in connection therewith (the “Loan Documents”) to any of
          the twelve (12) Federal Reserve Banks organized under Section 4 of the
          Federal
          Reserve Act, 12 U.S.C. Section 341. No such pledge or enforcement thereof
          shall
          release the Bank from its obligations under any of such loan
          documents.

         

        (f) EACH
          PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
          LAW,
          ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY
          OR
          INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
          CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
          EACH
          PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
          ANY
          OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
          WOULD
          NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
          (B)
          ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
          ENTER
          INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
          CERTIFICATIONS IN THIS SECTION 7(f).

         

        (g) The
          Bank
          shall have the unrestricted right at any time and from time to time, and
          without
          the consent of or notice to the Borrower or any other party obligated on
          this
          Note, to grant to one or more banks or other financial institutions (each,
          a
“Participant”) participating interests in the Bank’s obligation to lend
          hereunder and/or any or all of the Loans held by the Bank hereunder. In
          the
          event of any such grant by the Bank of a participating interest to a
          Participant, whether or not upon notice to the Borrower, the Bank shall
          remain
          responsible for the performance of its obligations hereunder and the Borrower
          shall continue to deal solely and directly with the Bank in connection
          with the
          Bank’s rights and obligations hereunder. The Bank may furnish any information
          concerning the Borrower in its possession from time to time to prospective
          assignees and Participants, provided that the Bank shall require any such
          prospective assignee or Participant to agree in writing to maintain the
          confidentiality of such information.

         

        
          
             

          

          
            -
              5 -

            
              

            

          

          
             

          

           

        

        (h) This
          Note
          shall be binding upon and inure to the benefit of the Borrower, the Bank,
          all
          future holders of this Note and their respective successors and assigns,
          except
          that the Borrower may not assign or transfer any of its rights under this
          Note
          without the prior written consent of the Bank. The term “Bank” as used herein
          shall be deemed to include the Bank and its successors, endorsees and assigns.
          The Bank shall have the unrestricted right at any time or from time to
          time, and
          without the Borrower’s consent, to assign all or any portion of its rights and
          obligations hereunder to one or more banks or other financial institutions
          (each, an “Assignee”), and the Borrower agrees that it shall execute, or cause
          to be executed, such documents, including without limitation, amendments
          to this
          Note and to any other documents, instruments and agreements executed in
          connection herewith as the Bank shall deem necessary to effect the foregoing.
          In
          addition, at the request of the Bank and any such Assignee, the Borrower
          shall
          issue one or more new promissory notes, as applicable, to any such Assignee
          and,
          if the Bank has retained any of its rights and obligations hereunder following
          such assignment, to the Bank, which new promissory notes shall be issued
          in
          replacement of, but not in discharge of, the liability evidenced by the
          promissory note held by the Bank prior to such assignment and shall reflect
          the
          amount of Loans held by such Assignee and the Bank after giving effect
          to such
          assignment. Upon the execution and delivery of appropriate assignment
          documentation, amendments and any other documentation required by the Bank
          in
          connection with such assignment, and the payment by Assignee of the purchase
          price agreed to by the Bank, and such Assignee, such Assignee shall be
          a party
          to this Agreement and shall have all of the rights and obligations of the
          Bank
          hereunder (and under any and all other guaranties, documents, instruments
          and
          agreements executed in connection herewith) to the extent that such rights
          and
          obligations have been assigned by the Bank pursuant to the assignment
          documentation between the Bank and such Assignee, and the Bank shall be
          released
          from its obligations hereunder and thereunder to a corresponding
          extent.

         

        (i) This
          Note
          and the other Loan Documents are intended by the parties as the final,
          complete
          and exclusive statement of the transactions evidenced thereby. All prior
          or
          contemporaneous promises, agreements and understandings, whether oral or
          written, are deemed to be superceded by this Note and such other Loan Documents,
          and no party is relying on any promise, agreement or understanding not
          set forth
          in this Note or such other Loan Documents. Neither this Note nor any of
          such
          other Loan Documents may be amended or modified except by a written instrument
          describing such amendment or modification executed by the Borrower and
          the
          Bank.

         

        (j) Each
          party hereto acknowledges that this Note was made, executed and delivered
          outside the State of Florida, and no Florida documentary stamp tax is due
          hereon. The Borrower agrees to indemnify the Bank for the amount of any
          such
          documentary stamp tax, together with other reasonable costs and expenses,
          which
          may arise in the event such documentary stamp tax is deemed to apply to
          this
          Note. 

         

        
          
             

          

          
            -
              6 -

            
              

            

          

          
             

          

           

           

          
            	 	
                    Oragenics,
                      Inc. d/b/a ONI Biopharma Inc.

                     

                    


                     

                    By:
                      /s/
                      David
                      B.Hirsch                                   
                      

                    Name:
                      David Hirsch

                    Title:
                      COO-CFO

                  


          

           

          
            
               

            

            
              -
                7 -

              
                

              

            

            
               

            

          

        


        LOAN
          AND
          REPAYMENT SCHEDULE

        PROMISSORY
          NOTE DATED OCTOBER__, 2008

        ORAGENICS,
          INC. to SIGNATURE BANK


        
          	 	 	 	 	 
	
                  Date

                	
                  Amount
                    of Loan

                	
                  Amount
                    of Principal Repayment

                	
                  Unpaid
                    Principal Balance

                	
                  Notation

                  Made
                    By 

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                


        

        


        
          
             

          

          
            -
              8 -

            
              

            

          

          
             

          

           

          

          


          PLEDGE
            AGREEMENT

          


          Oragenics,
            Inc., d/b/a Oni Biopharma Inc., located at 13700 Progress Blvd., Alachua,
            Florida, 32615 (hereinafter jointly and severally if more than one, referred
            to
            herein as the "Pledgor"), and
            Signature
            Bank,
            having
            an office located at 565
            Fifth
            Avenue, 12th
            Floor,
            New York, New York 10017,
            (hereinafter
            referred to herein as the "Bank"),
            hereby
            agree as follows:

          


          1.Definitions.
            The
            following definitions apply:

          


          Borrower:
            shall mean Oragenics, Inc (hereinafter jointly and severally if more
            than one,
            referred to herein as "Borrower"). 

          


          Liabilities:
            All
            obligations, indebtedness and liability of any type whatsoever of the
            Borrower
            and the Pledgor to the Bank, which
            arise out of or in connection with or which in any way relates to that
            certain
            Line of Credit from the Borrower to the Bank in the original principal
            amount
            of: ($1,000,000.00) One Million Dollars, (hereinafter
            referred to herein as the "Loan") executed in connection herewith, whether
            now
            existing or hereafter incurred, whether direct, indirect, absolute or
            contingent, whether otherwise guaranteed or secured, and howsoever evidenced
            or
            acquired, and expenses or costs incurred by the Bank in the administration
            of
            this Pledge Agreement and the enforcement of any of its rights with respect
            thereto.

          


          For
            and
            in consideration of the sum of TEN ($10.00) DOLLARS, and for other good
            and
            valuable consideration, the receipt and sufficiency of which is hereby
            acknowledged, and for and in consideration of inducing the Bank to lend
            to the
            Borrower the principal sum referred to hereinabove, the Pledgor hereby
            pledges
            to the Bank as collateral security for said loan, the following pledged
            collateral:

          


          Pledged
            Collateral:
            (i) The
            property delivered or otherwise transferred by the Pledgor to the Bank
            and
            consisting, as of the date of this Agreement, of the property described
            on
            affixed Exhibit A
            attached hereto and made a part hereof;
            and/or
            any and all substitutions, additions and accessions thereto upon which
            the
            Pledgor hereby grants and pledges to the Bank and upon which the Bank
            shall have
            absolute control over the pledged collateral which shall include, but
            not be
            limited to, investment property, securities, security entitlements and
            any and
            all financial assets credited to said pledged collateral; (ii) any and
            all
            securities (both certificated and uncertificated), closely held capital
            stock,
            notes, mortgages, instruments, documents, letters of credit, certificates
            of
            deposit, deposit accounts, bank accounts, balances in any account of
            the Pledgor
            with the Bank, and all other property interests which may subsequently
            be
            delivered or transferred by the Pledgor to the Bank; (iii) any of the
            foregoing
            when put in transit to the Bank; (iv) in the case of securities and closely
            held
            capital stock, Pledged Collateral shall include, without limitation,
            all shares
            of any class of the capital stock of the issuer which shall be issued
            or
            distributed (by way of stock dividends or otherwise) or sold by the issuer
            to
            the Pledgor at any time or times after the date of this Agreement or
            which shall
            be purchased or otherwise acquired by or on behalf of the Pledgor from
            the
            issuer or from any other person or persons at any time or times after
            the date
            of this Agreement; all dividends of every kind which shall become and
            be due and
            payable or distributable on or in respect of all or any of the securities
            and
            closely held capital stock; all payments of every kind whatever which
            shall
            become and be due and payable or distributable on account of the purchase,
            redemption, repurchase or other retirement of all or any of the securities
            and
            closely held capital stock; all other distributions of every kind (including,
            without limitation, all capital distributions) which shall become and
            be due and
            payable or distributable on or in respect of the securities and closely
            held
            capital stock; and (v) all proceeds of the foregoing, including, without
            limitation, the roll-over or reinvested proceeds of the foregoing. Any
            delivery
            or transfer of any of the Pledged Collateral to an agent or custodian
            designated
            by the Bank shall be deemed a delivery or transfer to the Bank.

          


          2.
            Security
            Interest.
            The
            Pledgor hereby pledges, hypothecates, and impresses the Pledged Collateral
            with
            a lien in favor of the Bank, and grants to the Bank a security interest
            in the
            Pledged Collateral, to secure the punctual payment and performance of
            all the
            Liabilities.

          


          3.
            Pledgor's
            Additional Obligations.
            The
            Pledgor agrees that: (1) any distribution in kind received by the Pledgor
            from
            any party for or on account of the Pledged Collateral, including distributions
            of stock as a dividend or split of any of the Pledged Collateral, shall
            be
            immediately delivered to the Bank in the form received with any required
            endorsement; (2) additional collateral in form and kind satisfactory
            to the Bank
            will be deposited by the Pledgor with the Bank if the Bank at any time
            deems the
            Pledged Collateral insufficient or unsatisfactory; (3) any note or other
            instrument executed and delivered to the Pledgor by any party to evidence
            any
            obligation of such party with respect to the Pledged Collateral shall
            be
            immediately delivered with any required endorsement to the Bank. All
            such items
            shall be held by the Bank in accordance with the terms of this Pledge
            Agreement.

          


          The
            Pledgor agrees to pay to the Bank on demand all reasonable fees, costs
            and
            expenses incurred by the Bank in connection with the administration of
            this
            Pledge Agreement, including, without limitation, overnight courier fees,
            lien
            search fees, and filing and recording fees.

          


          The
            Pledgor agrees to execute and deliver to the Bank and/or third parties
            designated by the Bank such additional documents, notices, requests and
            other
            instruments as the Bank deems necessary or advisable to protect the Bank's
            rights under this Pledge Agreement.

          
             

            
              
                 

              

              
                1

                
                  

                

              

              
                 

              

            

          

          


          4.
            Certain
            Rights and Duties of Bank.
            The
            Pledgor acknowledges that: the Bank has no duty of any type with respect
            to the
            Pledged Collateral except for the use of due care in safekeeping any
            of the
            Pledged Collateral actually in the physical custody of the Bank; prior
            to the
            occurrence of any event of default described in the succeeding paragraph
            the
            Bank's rights with respect to the Pledged Collateral shall be limited
            to the
            Bank's rights as a secured party and pledgee and the right to perfect
            its
            security interest, preserve, enforce and protect the lien granted hereunder
            and
            its interest in the Pledged Collateral; and the Bank may sell, assign
            or grant
            participations in any of the Liabilities and any of the Pledged Collateral
            and
            that the Bank's purchaser, assignee or participant shall have the same
            rights
            and privileges with respect to such Liabilities and Pledged Collateral
            as the
            Pledgor grants to the Bank under this Pledge Agreement. With respect
            to any
            Pledged Collateral with a stated maturity date (including, without limitation,
            certificates of deposit and other term accounts), the Bank is authorized
            and
            directed, upon maturity, to roll-over and reinvest such Pledged Collateral
            in a
            similar investment, with such tenor and interest rate or yield as the
            Bank, in
            its discretion, deems to be reflective of prevailing market conditions.
            Prior to
            the occurrence of any event of default described in the succeeding paragraph,
            the Bank agrees that it will not vote any Pledged Collateral constituting
            securities or closely held capital stock.

          


          5.
            Events
            of Default; Remedies.
            Upon
            occurrence of any event of default under any instrument evidencing any
            of the
            Liabilities or of any of the following events: (1) default in the payment
            or
            performance of any other of the obligations or liabilities of the Pledgor
            under
            any agreement between the Bank and Pledgor; (2) the Pledgor, if a business
            entity, discontinues business operations at any of the Pledgor's locations;
            (3)
            the Pledgor is generally unable to pay debts as they become due or the
            Bank
            deems itself insecure; (4) the Pledgor makes a general assignment for
            the
            benefit of creditors; (5) the entry of a decree, order or order for relief
            by a
            court having jurisdiction of a case initiated by or against the Pledgor
            under
            the federal bankruptcy code or any other federal or state laws pursuant
            to which
            a receiver, liquidator, assignee, custodian, trustee, sequestrator, debtor
            in
            possession, examiner or other similar official, is appointed for the
            Pledgor or
            any of the Pledgor's property, with or without consent, for any purpose
            whatsoever; (6) a substantial part of the property of the Pledgor is
            taken by
            attachment, execution or any other form of legal process; (7) the assertion
            of
            any levy, seizure or attachment on the Pledged Collateral; or (8) death
            of an
            individual Pledgor or dissolution or termination of legal existence of
            a
            corporate, limited liability company, partnership or trust Pledgor; then
            the
            Bank, with or without notice to the Pledgor and without demand for additional
            collateral, may (a) transfer the Pledged Collateral into the name of
            the Bank or
            its nominee and vote any Pledged Collateral constituting securities or
            closely
            held capital stock; (b) sell at public or private sale any or all of
            the Pledged
            Collateral, which the Bank may purchase free from any right of redemption;
            or
            (c) at its discretion in its own name or in the name of the Pledgor take
            any
            action for the collection of the Pledged Collateral, including the filing
            of a
            proof of claim in insolvency proceedings, and may receive the proceeds
            thereof
            and execute releases therefor. After deducting its expenses, including
            reasonable attorney's fees (which may include costs allocated by the
            Bank's
            internal legal department), incurred in the sale or collection of the
            Pledged
            Collateral, the Bank shall apply the proceeds to the Liabilities and
            shall
            account to the Pledgor for any surplus. The Pledgor agrees that the Bank
            has no
            obligation to sell or otherwise liquidate the Pledged Collateral in any
            particular order or to apply the proceeds thereof to any particular portion
            of
            the Liabilities. The Pledgor further agrees that after the occurrence
            of an
            event of default, the Bank shall have no obligation to vote any Pledged
            Collateral constituting securities or closely held capital stock.

          


          In
            connection with any secured party's sale, the Bank is authorized, if
            it deems it
            advisable to do so, in order to comply with any applicable securities
            laws, to
            restrict the prospective bidders or purchasers to persons who will represent
            and
            agree that they are purchasing the Pledged Collateral for their own account
            for
            investment, and not with a view to the distribution or re-sale thereof.
            Sales
            made subject to such restriction shall be deemed to have been made in
            a
            commercially reasonable manner.

          


          6.
            Power
            of Attorney, Etc.
            The
            Pledgor hereby irrevocably constitutes and appoints the Bank the true
            and lawful
            attorney-in-fact for and on behalf of the Pledgor with full power of
            substitution and revocation in its own name or in the name of the Pledgor
            to
            make, execute, deliver and record any and all financing statements, continuation
            statements, assignments, proofs of claim, powers of attorney, leases,
            discharges
            or other instruments or agreements which the Bank in its sole discretion
            may
            deem necessary or advisable to perfect, preserve, enforce or protect
            the lien
            granted hereunder and its interest in the Pledged Collateral and to carry
            out
            the purposes of this Pledge Agreement, including but without limiting
            the
            generality of the foregoing, any and all proofs of claim in bankruptcy
            or other
            insolvency proceedings of the Borrower, with the right to collect and
            apply to
            the Liabilities all distributions and dividends made on account of the
            Pledged
            Collateral. The rights and powers conferred on the Bank by the Pledgor
            are
            expressly declared to be coupled with an interest and shall be irrevocable
            until
            all the Liabilities are paid and performed in full. A carbon, photographic,
            or
            other reproduction of a security agreement (including this Pledge Agreement)
            or
            a financing statement is sufficient as a financing statement.

          


          7.
            Miscellaneous.
            This
            Pledge Agreement and the Pledged Collateral shall not be in any way affected
            by
            the extension of time or renewal of any of the Liabilities, the modification
            in
            any manner or the taking or release in whole or in part of any security
            therefor
            or the obligations of any endorsers, sureties, guarantors or other parties
            or
            the granting of any other indulgences to the Borrower or to the Pledgor.
            No
            termination of this Pledge Agreement shall be effective in any event
            until the
            Bank in its discretion determines that the Liabilities of the Borrower
            covered
            by this Pledge Agreement have been satisfied in full.

           



          8.
            Notices.
            Except
            as otherwise specifically provided for herein, any notice, demand or
            communication hereunder shall be given in writing (including facsimile
            transmission or telex) and mailed or delivered to each party at its address
            set
            forth below, or, as to each party, at such other address as shall be
            designated
            by such party by a prior notice to the other party in accordance with
            the terms
            of this provision.

          


          
            
               

            

            
              2

              
                

              

            

            
               

            

          

           

          


          Any
            notice to the Bank shall be sent as follows:

          


          Signature
            Bank 

          565
            Fifth
            Avenue

          New
            York,
            NY, 10017

          Attention:
            Vincent
            P. Vindigni

          Any
            notice to the Pledgor shall be sent as follows:

          


          Oragenics,
            Inc.

          13700
            Progress Blvd.

          Alachua,
            Florida, 32615

          Attention:
            Stanley
            B. Stein, President

          


          All
            notices hereunder shall be effective (i) five (5) business days after
            such
            notice is mailed, by registered or certified mail, postage prepaid (return
            receipt requested), (ii) upon delivery by hand, (iii) upon delivery if
            delivered
            by overnight courier (such delivery to be evidenced by the courier's
            records),
            and (iv) in the case of any notice or communication by telex or telecopy,
            on the
            date when sent.

          


          9.
            Joint and Several Obligations; Construction.
            If more
            than one Pledgor has signed this Pledge Agreement, the obligations of
            the
            Pledgor are joint and several. The term "Pledgor" and all pronouns referring
            thereto as used herein shall be construed in the masculine, feminine,
            neuter or
            singular or plural as the context may require.

          


          10.
            Successors and Assigns.
            This
            Pledge Agreement shall inure to the benefit of the Bank and its successors
            and
            assigns and shall bind the Pledgor and the successors, representatives,
            legal
            representatives and/or heirs and assigns of the Pledgor.

          



          This
            Pledge Agreement has been executed by the Pledgor and the Bank as of
            the day and
            date written hereinbelow.

          


          PLEDGOR:

          


          Oragenics,
            Inc. d/b/a ONI Biopharma Inc.

          


          /s/
            David
            Hirsch                        


          By:
            David Hirsch, CFO-COO

          


          DATE:
            10/20/2008                  
            

          


          EXECUTED
            IN THE PRESENCE OF:

          


          ________________________________

          WITNESS
            AS TO PLEDGOR

          


          


          BANK:

          


          SIGNATURE
            BANK

          


          By:
            /s/
            Joseph
            Festa                                      


          Title:
            ___________________________

          


          Date:
            10/20/2008                                          
            

          


          EXECUTED
            IN THE PRESENCE OF:

          


          ________________________________

          WITNESS
            AS TO BANK

          


          SEE
            EXHIBIT "A" ATTACHED HERETO, MADE A PART HEREOF AND INCORPORATED HEREIN
            BY
            REFERENCE.

        

         

        
          
             

          

          
            3

            
              

            

          

          
             

          

        

        
          


          EXHIBIT
            A

          


          (Description
            of Pledged Collateral)

          
            	 
	 
	
                    I.
                      Securities
                      and Closely Held Capital Stock (Corporate)

                  
	 	 	 	 
	
                    Issuer

                  	
                    No.
                      of Shares

                  	
                    Certificate
                      No.

                  	
                    Cusip
                      No.

                  
	 	 	 	 
	 	 	 	 


          

          
 

          
            	 
	
                    II.
                      Securities
                      (U. S. Government & Federal Agency Securities)

                  
	 
	 	
                    Par

                  	
                     

                  	
                    Issue

                  	
                    Interest

                  	
                    Maturity

                  
	
                    Description

                  	
                    Value

                  	
                    Cusip
                      No.

                  	
                    Date

                  	
                    Rate

                  	
                    Date

                  
	 	 	 	 	 	 


            
 

          

          
            	 
	
                    III.
                      Certificates
                      of Deposit

                  
	 
	
                    Issuer

                  	
                    Par
                      Value

                  	
                    Interest
                      Rate

                  	
                    Maturity
                      Date

                  
	 	 	 	 
	 
	 
	
                    IV.
                      OTHER*

                  
	 
	
                    THAT
                      CERTAIN COLLATERAL IN
                      ITS ENTIRETY
                      HELD IN A Fidelity Prime Fund Account AT SIGNATURE BANK (NUMBER:
                      #
                      _______________)
                      IN THE SOLE NAME OF THE PLEDGOR.

                  
	 


          

           

          


          *OR
            ANY AND ALL SUBSTITUTIONS AND/OR ADDITIONS ACCEPTABLE TO THE BANK IN
            THE BANK’S
            SOLE AND ABSOLUTE DISCRETION

          


          THE
            COLLATERAL PLEDGED HEREIN SHALL REMAIN IN THE BANK’S POSSESSION AT ALL
            TIMES.

          


          Pledgor's
            Initials: 

          


          ___________

          


          


          Date:
            ________________

          


          
            
               

            

            
              4