EXHIBIT 4.2
                                  -----------


                                                                  Execution Copy




                          SECURITIES PURCHASE AGREEMENT

                                      among

                             BSD MEDICAL CORPORATION

                                       and

                           THE PURCHASERS NAMED HEREIN





                          Dated as of November 28, 2003



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                          SECURITIES PURCHASE AGREEMENT

         THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is dated as of
November 28, 2003, among BSD Medical Corporation, a Delaware corporation (the
"Company"), and the several purchasers named on the signature pages hereto
(individually a "Purchaser" and collectively, the "Purchasers").

                                     Recital
                                     -------

         The Company desires to issue and sell to Purchasers, and Purchasers
desire to purchase from the Company, an aggregate of up to 1,820,000 shares (the
"Shares") of Common Stock, $0.001 par value per share (the "Common Stock") at a
price of $1.10 per Share (the "Per Share Purchase Price") and upon and subject
to the terms and conditions of this Agreement.

                                    Agreement
                                    ---------

         The Company and each Purchaser, severally and not jointly, agrees as
follows:

1. Purchase of Company Securities. Subject to the terms and conditions of this
Agreement, the Company will issue and sell to each Purchaser, and each
Purchaser, severally and not jointly, will purchase from the Company the number
of Shares set forth on the signature page for each Purchaser at the aggregate
purchase price set forth on the signature page for each purchaser (the "Purchase
Price").

2. Closing Matters.

         2.1 The Closing. The closing (the "Closing") of the purchase and sale
of the Shares (the "Offering") will take place at the offices of Dorsey &
Whitney LLP, at 10:00 A.M., Mountain Time, on November 28, 2003. The Closing may
take place at another time, place or earlier date as is mutually agreed upon by
the Company and Purchasers. The date of the Closing is referred to as the
"Closing Date." At the Closing, the Company will cause the transfer agent to
issue and to deliver to each Purchaser stock certificates representing the
Shares purchased by the Purchaser, against payment of each Purchaser's Purchase
Price by wire transfer of immediately available United States funds payable to
the Company's account pursuant to the wire transfer instructions set forth on
Exhibit A, provided that, if requested by a Purchaser, stock certificates
representing the Shares shall be delivered to such Purchaser's escrow agent
prior to Closing. The Shares will be registered in each Purchaser's name or the
name of the nominee of each Purchaser pursuant to instructions delivered to the
Company not less than two business days prior to the Closing Date, and
certificates that are not delivered prior to Closing will be delivered to
Purchasers within 3 business days after the Closing Date.

         2.2 Consideration to T.R. Winston & Company, LLC. T.R. Winston &
Company, LLC ("T.R. Winston"), the placement agent for the Offering, will
receive from the Company at the Closing or as promptly as reasonably practicable
thereafter (a) a cash payment in an amount equal to 5% of the aggregate proceeds
received by the Company from the Offering and (b) a warrant to purchase 91,000
shares of the Company's Common Stock at an exercise price per share of $1.80,
which warrant will expire three years from the Closing Date and will be prepared

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in a form that is mutually agreed upon by the Company and T.R. Winston (the
"Warrant"). In connection with the issuance of the Warrant, T.R. Winston will
provide to the Company a certificate executed by an authorized person in which
it will make representations to the Company regarding the issuance of the
Warrant as reasonably requested by the Company.

3. Conditions to the Obligations of Purchasers at Closing. The obligation of
each Purchaser to purchase and pay for the Shares at Closing is subject to the
satisfaction on or prior to the Closing Date of the following conditions, each
of which may be waived by that Purchaser:

         3.1 Representations and Warranties. The representations and warranties
of the Company contained in Section 6 must be true and correct in all material
respects on and as of the Closing Date except to the extent that the
representations and warranties relate to an earlier date in which case the
representations and warranties must be true and correct in all material respects
on and as of such earlier date.

         3.2 Performance of Covenants. The Company will have performed or
complied in all material respects with all covenants and agreements required to
be performed by it on or prior to the Closing pursuant to this Agreement.

         3.3 No Injunctions; etc. No court or governmental injunction, order or
decree prohibiting the purchase and sale of the Shares will be in effect. There
will not be in effect any law, rule or regulation prohibiting or restricting the
sale or requiring any consent or approval of any person that has not been
obtained which prohibits the consummation of any of the transactions
contemplated by this Agreement.

         3.4 Closing Documents. The Company will have delivered to each
Purchaser the following:

              (a) a certificate of the Secretary of the Company, dated as of the
Closing Date, certifying (i) the attached are true and complete copies of the
Certificate of Incorporation and Bylaws of the Company, as in effect on the date
of such certification; (ii) the attached are true and complete copies of the
resolutions of the Board of Directors of the Company authorizing the execution,
delivery and performance of this Agreement as in effect on the date of such
certification; and (iii) as to the incumbency and specimen signature of each
officer of the Company executing this Agreement and any other document delivered
by it in connection herewith (such certificate to contain a certification by
another officer of the Company as to the incumbency and signature of the officer
signing the certificate referred to herein).

              (b) certificates of the Secretary of State of the State of
Delaware and Utah Department of Commerce, Division of Corporations and
Commercial Code, dated a recent date, to the effect that the Company is in good
standing in the States of Delaware and Utah.

         3.5 Waivers and Consents. The Company will have obtained all consents
and waivers necessary to execute and deliver this Agreement and all related
documents and agreements and to issue and deliver the Shares, and all consents
and waivers will be in full force and effect.

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         3.6 Satisfaction of Purchaser. All proceedings to be taken in
connection with the Offering are to be consummated at or prior to the Closing,
and all documents incidental thereto shall be reasonably satisfactory in form
and substance to Purchaser and its counsel, and Purchaser and its counsel shall
have received copies of all documents and information which it may have
reasonably requested in connection with the transaction and of all corporate
proceedings in connection therewith, in form and substance reasonably
satisfactory to Purchaser and its counsel.

4. Conditions to the Obligations of the Company at Closing. The obligation of
the Company to issue and sell the Shares to a Purchaser at Closing is subject to
the satisfaction on or prior to the Closing Date of the following conditions,
each of which may be waived by the Company:

         4.1 Representations and Warranties. The representations and warranties
of such Purchaser contained in this Agreement must be true and correct in all
material respects as of the Closing Date.

         4.2 No Injunctions. No court or governmental injunction, order or
decree prohibiting the purchase or sale of the Shares will be in effect.

         4.3 Waivers and Consents. The Company will have obtained all consents
and waivers necessary to execute and deliver this Agreement and all related
documents and agreements and to issue and deliver the Shares, and all consents
and waivers will be in full force and effect.

5. Representations and Warranties of Purchasers. Each Purchaser, severally and
not jointly, represents and warrants to the Company that:

         5.1 Accredited Investor. Purchaser is an "accredited investor" as
defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as
amended (the "Securities Act"). Purchaser is acquiring the Shares for its own
account and not with a present view to, or for sale in connection with, any
distribution thereof in violation of the registration requirements of the
Securities Act.

         5.2 Authority, etc. Purchaser has the power and authority to execute
and deliver this Agreement and to perform its obligations hereunder. The
execution and delivery by Purchaser of this Agreement and the consummation of
the transactions contemplated hereby have been duly authorized by all necessary
corporate or other action on the part of Purchaser. This Agreement constitutes a
legal, valid and binding obligation of Purchaser, enforceable against Purchaser
in accordance with its terms, subject to laws of general application relating to
bankruptcy, insolvency and the relief of debtors and rules of law governing
specific performance, injunctive relief or other equitable remedies, and to
limitations of public policy.

         5.3 Access to Information. Purchaser acknowledges that it has been
afforded (i) the opportunity to ask the questions it deemed necessary of, and to
receive answers from, representatives of the Company concerning the Company and
the terms and conditions of the Offering; and (ii) the opportunity to request
such additional information concerning the Company as the Company possesses or
can acquire without unreasonable effort or expense. Purchaser has been provided
a copy of each SEC Document (as defined in Section 6.4(b) below), if any, that

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Purchaser has requested from the Company (or has otherwise obtained copies of
the SEC Documents). Purchaser understands that its investment in the Shares
involves a high degree of risk, and Purchaser understands the risks and
uncertainties associated with the Company and the Shares. Purchaser understands
that the market price of the Common Stock is volatile and that the Company makes
no representation as to the future value of the Common Stock.

         5.4 No General Solicitation. Purchaser is not purchasing the Shares as
a result of any advertisement, article, notice or other communication published
in a newspaper or magazine or similar media or broadcast over television or
radio, whether closed circuit, or generally available, or any seminar, meeting
or other conference whose attendees were invited by any general solicitation or
general advertising.

6. Representations and Warranties of the Company. The Company represents and
warrants to each Purchaser that, except as set forth in the Company's Disclosure
Schedule attached hereto as Exhibit B, as of the date hereof and the Closing
Date:

         6.1 Organization, Good Standing and Qualification; Subsidiaries. The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware. The Company has full corporate power
and authority to own and hold its properties and to conduct its business. The
Company is duly licensed or qualified to do business, and in good standing, in
each jurisdiction in which the nature of its business requires licensing,
qualification or good standing, except for any failure to be so licensed or
qualified or in good standing that would not have a material adverse effect on
the Company or its business, properties, results of operations, assets,
financial condition, or on its ability to perform its obligations under this
Agreement (a "Material Adverse Effect"). The Company has no subsidiary
corporations or entities.

         6.2 Capitalization. As of the date hereof, the authorized capital stock
of the Company consists of 40,000,000 shares of Common Stock, $0.001 par value
per share, and 10,000,000 shares of Preferred Stock, $0.001 par value per share.
As of November 25, 2003, (i) 17,855,632 shares of Common Stock were issued and
outstanding, (ii) no shares of Preferred Stock were issued or outstanding, (iii)
no shares of Common Stock were reserved for issuance upon exercise of
outstanding warrants issued by the Company, and (iv) 2,961,545 shares of Common
Stock were reserved for issuance upon exercise of options issued or issuable
under the Company's 1987 Employee Stock Option Plan, as amended, the 1998
Employee Stock Option Plan, as amended, and the 1998 Director Stock Plan, as
amended (collectively, the "Plans"). As of November 25, 2003, there were
outstanding options under the Plans to purchase 1,275,303 shares of Common
Stock. All the outstanding shares of Common Stock have been duly authorized and
validly issued and are fully paid and nonassessable and were not issued in
violation of, or subject to any preemptive, subscription or other similar rights
of any shareholder of the Company. Except as set forth in this Section 6.2,
there are no other options, warrants or other rights, convertible debt,
agreements, arrangements or commitments of any character obligating the Company
to issue or sell any shares of capital stock of or other equity interests in the
Company. The Company is not obligated to retire, redeem, repurchase or otherwise
reacquire any of its capital stock or other securities.

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         6.3 Corporate Power, Authorization; Enforceability. The Company has
full corporate power and authority to execute, deliver and enter into this
Agreement and to consummate the transactions contemplated hereby. All action on
the part of the Company, its directors or shareholders necessary for the
authorization, execution, delivery and performance of this Agreement by the
Company, the authorization, sale, issuance and delivery of the Shares
contemplated hereby and the performance of the Company's obligations hereunder
has been taken. The Shares to be purchased on the Closing Date have been duly
authorized and, when issued in accordance with this Agreement, will be validly
issued, fully paid and nonassessable and will be free and clear of all liens,
adverse claims or encumbrances (collectively, "Liens") imposed by or through the
Company and will not be subject to any preemptive rights or other similar rights
of shareholders of the Company, and the Purchaser will acquire good and
marketable title to the Shares. This Agreement has been duly executed and
delivered by the Company and constitutes a legal, valid and binding obligation
of the Company, enforceable against the Company in accordance with its terms,
subject to laws of general application relating to bankruptcy, insolvency and
the relief of debtors and rules of law governing specific performance,
injunctive relief or other equitable remedies, and to limitations of public
policy.

6.4  Financial Statements and SEC Documents.

              (a) Included in the Company's Form 10-KSB for the year ended
August 31, 2002, are true and complete copies of the audited balance sheet (the
"Balance Sheet") of the Company as of August 31, 2002, and the related audited
statements of operations, shareholders' equity and cash flows for the years
ended August 31, 2001 and 2002 (the "Audited Financial Statements"), accompanied
by the report of Tanner + Co. with respect to the year ended August 31, 2002.
The Company's Quarterly Reports on Form 10-QSB for the quarters ended November
30, 2002, February 28, 2003 and May 31, 2003 are available to each Purchaser on
the Securities and Exchange Commission's (the "SEC") EDGAR System. Included in
the Quarterly Reports are the requisite unaudited balance sheets of the Company
and the related unaudited statements of income and statements of cash flows (the
"Unaudited Financial Statements," and together with the "Audited Financial
Statements," the "Financial Statements"). The Financial Statements have been
prepared in accordance with generally accepted accounting principles, applied
consistently with the past practices of the Company (except as may be indicated
in the notes thereto), and as of their respective dates, fairly present, in all
material respects, the financial position of the Company and the results of its
operations as of the time and for the periods indicated therein.

              (b) A copy of each report, schedule, effective registration
statement and definitive proxy statement filed by the Company with the SEC since
August 31, 2001 (as the documents may have been amended since the time of their
filing, the "SEC Documents"), has also been made available to each Purchaser via
the SEC's EDGAR System. The Company has provided to each Purchaser who has
requested the same a true and complete copy of each SEC Document that the
Company filed since August 31, 2001. As of their respective filing dates (after
giving effect to all notifications of late filing filed by the Company using
Form 12b-25), each SEC Document complied in all material respects with the
requirements of the Securities Act or the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), as applicable, and the rules and regulations of
the SEC thereunder applicable to the SEC Document. The SEC Documents did not
contain any untrue statement of a material fact or omitted to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading. As of
their respective filing dates, the financial statements of the Company included
in the SEC Documents complied as to form in all material respects with then
applicable accounting requirements and with the published rules and regulations
of the SEC with respect thereto, were prepared in accordance with generally

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accepted accounting principles, applied consistently with the past practices of
the Company, and as of their respective dates, fairly presented in all material
respects the financial position of the Company and the results of its operations
as of the time and for the periods indicated therein (except as may be indicated
in the notes thereto or, in the case of the unaudited statements, as permitted
by Form 10-QSB and Regulations S-B and S-X of the SEC).

         6.5 No Material Adverse Changes. Since August 31, 2003, except as
disclosed in the SEC Documents filed subsequent to that date, there has not been
a material adverse change in the business, properties, assets, financial
condition or operating results of the Company.

         6.6 Absence of Certain Developments. Except as described in or
contemplated by this Agreement, the SEC Documents, since August 31, 2003,
through the Closing Date, the Company has not (a) issued any stock, options,
bonds or other corporate securities; (b) borrowed any amount or incurred or
become subject to any liabilities, other than current liabilities incurred in
the ordinary course of business and liabilities under contracts entered into in
the ordinary course of business; (c) discharged or satisfied any lien or adverse
claim or paid any obligation or liability, other than current liabilities shown
on the Balance Sheet and current liabilities incurred in the ordinary course of
business; (d) declared or made any payment or distribution of cash or other
property to the shareholders of the Company or purchased or redeemed any
securities of the Company; (e) mortgaged, pledged or subjected to any lien or
adverse claim any of its properties or assets, except for liens for taxes not
yet due and payable or otherwise in the ordinary course of business or that have
not resulted in a Material Adverse Effect; (f) sold, assigned or transferred any
of its material assets, tangible or intangible, except in the ordinary course of
business; (g) suffered any extraordinary losses or waived any rights of material
value other than in the ordinary course of business; (h) made any material
capital expenditures or commitments therefor other than in the ordinary course
of business; (i) entered into any other material transaction other than in the
ordinary course of business; (j) suffered any damages, destruction or casualty
loss, whether or not covered by insurance, affecting any of the properties or
assets of the Company or any other properties or assets of the Company which
could, individually or in the aggregate, have or result in a Material Adverse
Effect; (k) made any material change in the nature or operations of the business
of the Company; or (l) entered into any agreement or commitment to do any of the
foregoing.

         6.7 No Conflict; Governmental Consents.

              (a) The execution and delivery by the Company of this Agreement
and the consummation of the transactions contemplated hereby will not (i) result
in the violation of any provision of the Certificate of Incorporation or Bylaws
of the Company, (ii) result in any material violation of any law, statute, rule,
regulation, order, writ, injunction, judgment or decree of any court or
governmental authority to or by which the Company is bound, or (iii) conflict
with, or result in a breach or violation of, any of the terms or provisions of,
or constitute (with due notice or lapse of time or both) a default under, any
material lease, loan agreement, mortgage, security agreement, trust indenture or
other agreement to which the Company is a party or by which it is bound or to
which any of its properties or assets is subject, nor result in the creation or
imposition of any Lien upon any of the properties or assets of the Company.

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              (b) No consent, approval, license, permit, order or authorization
of, or registration, declaration or filing with, any court, administrative
agency or commission or other governmental authority remains to be obtained or
is otherwise required to be obtained by the Company in connection with the
authorization, execution and delivery of this Agreement or the consummation of
the transactions contemplated hereby, including, without limitation the issue
and sale of the Shares, except filings as may be required to be made by the
Company after the Closing with (i) the SEC, and (ii) state blue sky or other
securities regulatory authorities.

         6.8 Material Misstatements. No information relating to or concerning
the Company set forth in this Agreement contains an untrue statement of a
material fact or omits to state a material fact necessary in order to make the
statements made herein and therein, in light of the circumstances under which
they were made, not misleading. Except for the execution and performance of this
Agreement and the transactions contemplated hereby, no material fact (within the
meaning of the federal securities laws of the United States of America) exists
with respect to the Company which has not been publicly disclosed, except to the
extent not required to be disclosed pursuant to the applicable rules and
regulations of the SEC.

         6.9 No General Solicitation. Neither the Company nor any person acting
on behalf of the Company has conducted any "general solicitation," as described
in Rule 502(c) under Regulation D promulgated under the Securities Act
("Regulation D"), with respect to any of the Shares being offered hereby.

         6.10 No Integration. Neither the Company, nor any of its affiliates,
nor any person acting on their behalf, has directly or indirectly made any
offers or sales of any security or solicited any offers to buy any security
under circumstances that would prevent the parties hereto from consummating the
transactions contemplated hereby pursuant to an exemption from registration
under the Securities Act pursuant to the provisions of Regulation D. The
transactions contemplated hereby are exempt from the registration requirements
of the Securities Act, assuming the accuracy of the representations and
warranties herein contained of Purchaser to the extent relevant for such
determination.

         6.11 No Brokers. The Company has taken no action that would give rise
to any claim by any person for brokerage commissions, finder's fees or similar
payments by any Purchaser relating to this Agreement or the transactions
contemplated hereby, except for dealings with the placement agent, T.R. Winston,
as set forth in Section 2.2 (the fees of which will be borne solely by the
Company).

         6.12 Taxes. Except as set forth in the financial statements included in
the filed SEC Documents, the Company has timely filed all requisite United
States of America federal, state and other tax returns or extension requests for
all fiscal periods in which such filings were required to be made. To the
Company's knowledge, there are no examinations in progress or claims pending
against the Company for United States of America federal, state and other taxes
(including penalties and interest) for any period or periods prior to and
including August 31, 2003, and no notice of any claim for taxes, whether pending

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or threatened, has been received. To the Company's knowledge, all taxes due from
the Company for any period ended before the date hereof, including interest and
penalties (whether or not shown on any tax return) have been paid. The amounts
shown as accruals for taxes on the Financial Statements included in the filed
SEC Documents are appropriate under generally accepted accounting principles,
consistently applied. The Company is not and has not during the last five years
been a party to any tax sharing agreement or agreement of similar effect. The
Company is not and has not during the last five years been a member of any
consolidated group. Except as set forth in the Financial Statements included in
the filed SEC Documents, the Company has not received, been denied, or applied
for any private letter ruling during the last five years.

         6.13 Licenses and Permits. To the Company's knowledge, the Company has
all Permits (as defined below) required by law or governmental regulations from
all applicable courts, administrative agencies or commissions or other
governmental authorities or instrumentalities, whether in the United States of
America (federal, state or local) or outside of the United States of America
that are necessary to operate such businesses as presently conducted and all
such Permits are in full force and effect, except where the failure to have any
such Permits in full force and effect could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. To the
Company's knowledge, the Company is not in default under, or in violation of or
noncompliance with, any of such Permits, except for any such default, violation
of or noncompliance which could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. Upon consummation of
the transactions contemplated by this Agreement, each such Permit will remain in
full force and effect and will not create a right of any other person to
terminate or revoke, modify or condition such Permit based on such consummation.
"Permit" means any permit, certificate, consent, approval, authorization, order,
license, variance, franchise or other similar indicia of authority issued or
granted by any court, administrative agency or commission or other governmental
authority or instrumentality, whether in the United States of America (federal,
state or local) or outside of the United States of America.

         6.14 Litigation. Except as set forth in the SEC Documents, there is no
action, suit, proceeding, inquiry or investigation before or by any court,
public board, governmental agency or authority, or self-regulatory organization
or body pending or threatened against or affecting the Company or any of its
directors or officers in their capacities as such.

         6.15 Investment Company. The Company is not, and after giving effect to
the transactions contemplated herein, will not be an "investment company" within
the meaning of that term under the Investment Company Act of 1940, as amended,
and the rules and regulations of the SEC thereunder.

         6.16 No Default or Violation. The Company is not (i) in default under
or in violation of any indenture, loan or credit agreement or any other
agreement or instrument to which it is a party or by which it or any of its
properties is bound or (ii) in violation of any order of any court, arbitrator
or governmental body.

         6.17 Listing and Maintenance Requirements Compliance. The Company has
not received any notice (written or oral) from any stock exchange or market on
which the Common Stock is or has been listed (or on which it has been quoted) to
the effect that the Company is not in compliance with the continuing listing or
maintenance requirements of the exchange or market. The Company's Common Stock
is registered under Section 12(g) of the Exchange Act and is quoted on the
Over-the-Counter Bulletin Board.

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         6.18 Patents and Trademarks. The Company has, or has rights to use, all
patents, patent applications, trademarks, trademark applications, service marks,
trade names, copyrights, licenses and know-how (including trade secrets or other
unpatented and/or unpatenable proprietary or confidential information, systems
or procedures) (collectively, the "Intellectual Property Rights") that are
necessary for use in connection with its business as presently conducted or that
the failure to have would not have a Material Adverse Effect, and, to the
Company's knowledge, there is no existing commercial infringement by another
person or entity of any of the Intellectual Property Rights that are necessary
for use in connection with the Company's business as presently conducted. To the
Company's knowledge, the Company is not infringing on or in conflict with any
right of any other person with respect to any intangibles nor is there any claim
of infringement made or threatened by a third party against or involving the
Company.

         6.19 Environmental Matters. The Company has obtained all permits,
licenses and other authorizations that are required under federal, state and
local laws relating to pollution or protection of the environment, including
laws related to emissions, discharges, releases or threatened releases of
pollutants, contaminants or hazardous or toxic material or wastes into ambient
air, surface water, ground water or land, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants or hazardous or toxic
materials or wastes ("Environmental Laws"), except for any failures to obtain
the permits, licenses or authorizations that would not, individually or in the
aggregate, have or result in a Material Adverse Effect. To the Company's
knowledge, the Company is in compliance with all terms and conditions of the
required permits, licenses and authorizations and is also in full compliance
with all other limitations, restrictions, conditions and requirements contained
in the Environmental Laws or contained in any plan, order, judgment, decree or
notice, except for any non-compliance which could not, individually or in the
aggregate, have or result in a Material Adverse Effect. The Company is not aware
of, nor has the Company received notice of, any events, conditions,
circumstances, actions or plans which may interfere with or prevent continued
compliance or which would give rise to any liability under any Environmental
Laws, except for any liability which could not, individually or in the
aggregate, have or result in a Material Adverse Effect.

         6.20 Product Regulatory Review.

              (a) As to each of the products of the Company, including, without
limitation, products currently under research and/or development by the Company,
subject to the jurisdiction of the United States Food and Drug Administration
("FDA") under the Federal Food, Drug and Cosmetic Act and the regulations
thereunder ("FDCA") (each such product, a "Life Science Product"), such Life
Science Product is being researched, developed, manufactured, tested,
distributed and/or marketed in compliance in all material respects with all
applicable requirements under the FDCA and similar laws and regulations

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applicable to such Life Science Product, including those relating to
investigational use, premarket approval, good manufacturing practices, labeling,
advertising, record keeping, filing of reports and security. The Company has not
received any notice or other communication from the FDA or any other Federal,
state or foreign governmental entity (i) contesting the premarket approval of,
the uses of or the labeling and promotion of any Life Science Product or (ii)
otherwise alleging any violation by the Company of any law, regulation or other
legal provision applicable to a Life Science Product.

              (b) Neither the Company, nor any officer, employee or agent of the
Company has made an untrue statement of a material fact or fraudulent statement
to the FDA or other Federal, state or foreign governmental entity performing
similar functions or failed to disclose a material fact required to be disclosed
to the FDA or such other Federal, state or foreign governmental entity.

         6.21 No Anti-dilution. The issuance of the Shares does not constitute
an anti-dilution event for any existing security holders of the Company,
pursuant to which such security holders would be entitled to additional
securities or a reduction in the applicable conversion price or exercise price
of any securities.

         6.22 No Registration Rights. The Company has not granted or agreed to
grant to any person any rights (including "piggy-back" registration rights) to
require the Company to file a registration statement under the Securities Act
with respect to any securities.

7. Covenants of the Company. The Company covenants and agrees as follows:

         7.1 Reporting Status. So long as the Company is subject to the
reporting requirements of the Exchange Act, the Company will use its reasonable
best efforts to file timely all reports required to be filed with the SEC
pursuant to the Exchange Act.

         7.2 Form D. The Company will file a Form D within 15 days of the
Closing Date with respect to the Shares with the SEC as required under
Regulation D under the Securities Act, and will provide a copy thereof to each
Purchaser.

         7.3 Exchange Act Filings. The Company agrees to provide the following
reports to the Purchaser until the earlier of (i) the date on which the
Purchaser transfers, assigns or sells all of its Shares to a non-affiliate of
such Purchaser, or (ii) the third anniversary of the Closing Date: (a) a copy of
its Annual Report on Form 10-KSB within 90 days of the end of the Company's
fiscal year, its Quarterly Reports on Form 10-QSB within 45 days of the end of
each fiscal quarter, any proxy statements and any Current Reports on Form 8-K as
each becomes available and (b) within two days after release, copies of all
press releases issued by the Company or any of its subsidiaries. Subject to
Regulation FD and any state or federal securities laws, the Company further
agrees to provide promptly to Purchaser any information with respect to the
Company, its properties, or its business or Purchaser's investment as the
Purchaser may reasonably request; provided, however, that the Company will not
be required to provide the Purchaser any material nonpublic information.

         7.4 Maintenance of Quotation on the OTCBB. The Company will use its
reasonable best efforts to comply in all material respects with all requirements
to maintain the quotation of the Company's Common Stock on the Over-the-Counter
Bulletin Board (or it may, at its election, apply for listing on the Nasdaq
National Market or the Nasdaq SmallCap Market).

                                       10
<PAGE>

         7.5 Integration. The Company will insure that the issuance of the
Shares to the Purchaser will not be integrated with any other issuance of the
Company's securities in the future, which requires shareholder approval under
the rules of Nasdaq or which would result in a violation of the Securities Act.

         7.6 Subsequent Issuances of Equity Securities.

              (a) If and whenever on or after the Closing Date and until the
first anniversary of the Closing Date, the Company issues or sells, or is deemed
to have issued or sold, any shares of Common Stock other than shares of Common
Stock issued in connection with any Excluded Issuance (as defined in Section
7.6(b)) for a consideration per share that is less than the Per Share Purchase
Price (the "New Per Share Purchase Price"), then immediately after such issue or
sale, the Company shall issue to each Purchaser, for no consideration in
addition to the Purchase Price previously paid by such Purchaser at the Closing,
a number of additional Shares equal to the difference between (x) the aggregate
Purchase Price paid by such Purchaser at the Closing divided by the New Per
Share Purchase Price and (y) the number of Shares issued to such Purchaser in
connection with the Closing.

              (b) The term "Excluded Issuance" means: (i) the issuance of Common
Stock upon the exercise or conversion of any warrants or other rights to acquire
the Company's equity securities outstanding as of the Closing Date; (ii) the
issuance of Common Stock upon exercise of outstanding options issued as of the
Closing Date to employees, officers, directors or consultants of the Company
pursuant to the Plans; (iii) the grant of options and other stock awards to the
Company's directors pursuant to the Company's 1998 Director Stock Plan, as
amended; or (iv) the issuance of securities in connection with an acquisition or
strategic transaction, the primary purposes of which, in the reasonable judgment
of the Board of Directors, is not to raise additional capital.

8. Survival of Representations and Warranties. Notwithstanding any investigation
made by any party to this Agreement, all representations and warranties made by
the Company and the Purchasers herein and in the certificates for the Shares
delivered pursuant hereto, shall survive for a period of two years after the
Closing Date and shall thereupon expire together with the associated right to
indemnification pursuant to Section 10(a)(iv), unless a claim for
indemnification (whether or not fixed as to liability or liquidated as to
amount) shall be made with respect thereto prior to the end of such period, in
which case such representation or warranty with respect to which such claim has
been made, and the associated right to indemnification shall survive until such
claim is satisfied, settled or dismissed.

9. Registration of Common Stock.

         9.1 Registrable Securities. For the purposes of this Agreement,
"Registrable Securities" means (a) the Shares, (b) the shares of Common Stock
issuable upon exercise of the Warrant and (c) any shares of Common Stock issued
as a distribution with respect to the Shares referred to in (a); provided that
(i) any shares of Common Stock will cease to be Registrable Securities, and (ii)
the Company will not be obligated to maintain the effectiveness of the Shelf
Registration Statement (as defined below), and the Company's obligations under
this Section 9 will cease, with respect to a holder's (a "Holder") Registrable
Securities following the earlier of (x) the date on which all of the Registrable

                                       11
<PAGE>

Securities have been sold and (y) the date on which all of the Registrable
Securities may be immediately sold to the public without registration or
restriction pursuant to Rule 144(k) under the Securities Act or any successor
provision. The period of time during which the Company is required to keep the
Shelf Registration Statement effective is referred to as the "Registration
Period."

         9.2 Registration.

              (a) The Company will as soon as practicable following the Closing
Date but not later than 60th day after the Closing Date (the "Filing Deadline"),
file with the SEC a shelf registration statement on Form S-3 or successor form
or another form selected by the Company that is available to it under the
Securities Act (the "Shelf Registration Statement") with respect to the
Registrable Securities beneficially owned by Purchasers following the Closing.
The Shelf Registration Statement shall contain the Plan of Distribution in
substantially the form attached hereto as Exhibit C.

              (b) If the Shelf Registration Statement has not been (i) filed
with the SEC by the Filing Deadline or (ii) declared effective by the SEC on or
before the 90th day after the Filing Deadline (the "Effectiveness Deadline"),
the Company shall pay to each Purchaser, as liquidated damages, an amount equal
to 1/30 of 2% of the Per Share Purchase Price for each Share then held by such
Purchaser for each day after the Filing Deadline that the Shelf Registration
Statement has not been filed with the SEC or for each date after the
Effectiveness Deadline that the Shelf Registration Statement has not been
declared effective. The foregoing payment shall constitute the sole monetary
remedy available to such Purchaser in the event that the Company does not comply
with the deadlines set forth in Section 9.2(a) or (b) with respect to the
effectiveness of the Shelf Registration Statement.

         9.3 Registration Procedures. In connection with the registration of any
Registrable Securities under the Securities Act as provided in this Section 9,
the Company will use its reasonable best efforts:

              (a) To cause the Shelf Registration Statement (and any other
related registrations, qualifications or compliances as may be reasonably
requested and as would permit or facilitate the sale and distribution of all
Registrable Securities until the distribution thereof is complete) to become
effective as soon as reasonably practicable following the filing thereof;

              (b) To prepare and file with the SEC the amendments and
supplements to the Shelf Registration Statement and the prospectus used in
connection therewith and take all other actions as may be necessary to keep the
Shelf Registration Statement continuously effective until the disposition of all
securities in accordance with the intended methods of disposition by the Holder
or Holders thereof set forth in the Shelf Registration Statement will be
completed, and to comply with the provisions of the Securities Act (to the
extent applicable to the Company) with respect to the dispositions;

              (c) To furnish to each Holder of Registrable Securities a
reasonable number of copies of the Shelf Registration Statement and of each
amendment and supplement thereto, a number of copies of the prospectus included
in the Shelf Registration Statement (including each preliminary prospectus), in
conformity with the requirements of the Securities Act, and the other documents
(including exhibits to any of the foregoing), as the Holder may reasonably
request, in order to facilitate the disposition of the Registrable Securities
owned by Holder;

                                       12
<PAGE>

              (d) To register or qualify the Registrable Securities covered by
the Shelf Registration Statement under blue sky laws of the various states as
any Holder reasonably requests, and do any and all other acts and things that
may be reasonably necessary or advisable to enable a Holder to consummate the
disposition in those states, except that the Company will not be required to
qualify generally to do business as a foreign corporation in any jurisdiction
wherein it would not, but for the requirements of this Section 9.3(d) be
obligated to be qualified, to subject itself to taxation in any jurisdiction, or
to consent to general service of process in any jurisdiction;

              (e) To provide a transfer agent and registrar for the Registrable
Securities covered by the Shelf Registration Statement not later than the
effective date of the Shelf Registration Statement;

              (f) To notify each Holder of Registrable Securities at any time
when a prospectus relating thereto is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
prospectus included in the Shelf Registration Statement contains an untrue
statement of a material fact or omits any fact necessary to make the statements
therein not misleading, and, at the request of any Holder, the Company will
promptly prepare a supplement or amendment to the prospectus so that, as
thereafter delivered to the purchasers of Registrable Securities, the prospectus
will not contain an untrue statement of a material fact or omit to state any
fact necessary to make the statements therein not misleading;

              (g) To enter into customary agreements (including, in the event
the Holders elect to engage an underwriter in connection with the Shelf
Registration Statement, an underwriting agreement containing customary terms and
conditions) and take all other actions as reasonably required in order to
expedite or facilitate the disposition of Registrable Securities; provided,
however, that, except as provided in Section 9.4 hereof, the Company will not be
liable for any expenses, including any underwriter's fees, commissions and
discounts or counsel fees (other than its own counsel) with respect to the sale
of Registrable Securities;

              (h) With a view to making available to the Holders the benefits of
certain rules and regulations of the SEC that at any time permit the sale of the
Registrable Securities to the public without registration:

              (i) to make and keep public information available, as those terms
         are understood and defined in Rule 144 under the Securities Act;

              (ii) to file with the SEC in a timely manner all reports and other
         documents required of the Company under the Exchange Act; and

              (iii) so long as a Holder owns any unregistered Registrable
         Securities, to furnish to the Holder upon any reasonable request a
         written statement by the Company as to its compliance with the public
         information requirements of Rule 144 under the Securities Act, and of
         the Exchange Act, a copy of the most recent annual and quarterly report

                                       13
<PAGE>

         of the Company, and the other SEC reports and documents of the Company
         as the Holder may reasonably request in availing itself of any rule or
         regulation of the SEC allowing a Holder to sell any Registrable
         Securities without registration (excluding any reports or documents of
         the Company that the Company, in its sole discretion, deems
         confidential).

              (i) To make every reasonable effort to obtain the withdrawal of
         any order suspending the effectiveness of the Shelf Registration
         Statement at the earliest possible time.

         9.4 Registration and Selling Expenses. All expenses incurred by the
Company in connection with the Company's performance of or compliance with this
Section 9, including (i) all SEC registration and filing fees, (ii) blue sky
fees and expenses, (iii) all necessary printing and duplicating expenses, and
(iv) all fees and disbursements of counsel and accountants retained on behalf of
the Company (collectively, the "Registration Expenses"), will be paid by the
Company. Each Holder may, at its election, retain its own counsel and other
representatives and advisors as it chooses at its own expense.

         9.5 No Delay. No Holder will have a right to take any action to
restrain, enjoin or otherwise delay any registration pursuant to Section 9.2
hereof as a result of any dispute, controversy or other matter that may arise
with respect to the interpretation or implementation of this Agreement.

         9.6 Certain Obligations of Holders.

              (a) The Company may voluntarily suspend the effectiveness of the
Shelf Registration Statement for a limited time, which in no event shall be
longer than 30 days with respect to any single event or more than 90 consecutive
or non-consecutive days in any 12-month period, if the Company has been advised
in writing by either counsel or underwriters to the Company that the offering of
the Registrable Securities pursuant to the Shelf Registration Statement would
materially adversely affect or would be impermissible in the view of (or
impermissible without disclosure in a prospectus), a proposed material
financing, acquisition, merger, reorganization or other similar transaction
involving the Company.

              (b) As a condition to the inclusion of its Registrable Securities,
each Holder will furnish to the Company the information regarding the Holder and
the intended method of distribution of the securities as the Company may from
time to time request or as will be required in connection with any registration,
qualification or compliance referred to in this Section 9. Each Holder promptly
will furnish to the Company all information required to be disclosed in order to
make the information previously furnished by it to the Company not materially
misleading.

              (c) Each Holder hereby covenants to the Company not to make any
sale of the Registrable Securities without effectively causing the prospectus
delivery requirements under the Securities Act to be satisfied and, if
Registrable Securities are to be sold by any method or in any transaction other
than as set forth in the Plan of Distribution in the prospectus included in the
Shelf Registration Statement, to deliver to the Company an opinion of counsel to
the Holder of such Registrable Securities to the effect that the sale may be
effected in accordance with the Securities Act.

                                       14
<PAGE>

              (d) The rights to cause the Company to register Registrable
Securities granted to the Holders by the Company under Section 9.2 may be
assigned in whole or in part by a Holder, provided, that: (i) the Company is
furnished with an opinion of counsel to the Holder of such Registrable
Securities to the effect that the transfer may be effected in accordance with
the Securities Act; (ii) the transfer involves not less than the lesser of all
of the Holder's Registrable Securities or 25,000 shares of Common Stock; (iii)
the Holder gives prior written notice to the Company; and (iv) the transferee
agrees to comply with the terms and provisions of this Agreement in a written
instrument satisfactory in form and substance to the Company and its counsel.

              (e) No provision of this Section 9 may be waived (either generally
or in a particular instance, either retroactively or prospectively and either
for a specified period of time or indefinitely) or amended without the written
consent of each affected Holder.

         9.7 Transfer of Shares. A Purchaser may transfer all or any part of its
Shares to any person under common management with the Purchaser, and the Company
will effect such transfer of restricted certificates and will promptly amend the
prospectus forming a part of the Shelf Registration Statement to add the
transferee to the selling shareholders in the Shelf Registration Statement.

10. Indemnification.

              (a) The Company will indemnify, to the extent permitted by law,
each Holder of Registrable Securities and each director, officer or controlling
person of each Holder within the meaning of Section 15 of the Securities Act
against all losses, claims, damages, liabilities and expenses, (or action in
respect thereof), including any of the foregoing incurred in settlement of any
litigation, commenced or threatened, arising out of or based on (i) any untrue
statement or alleged untrue statement of a material fact contained in, or
information incorporated by reference into, any registration statement or
prospectus (or any amendment or supplement thereto) or any preliminary
prospectus prepared in connection with the registration contemplated by Section
9, (ii) any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, (iii) any failure by the Company to fulfill and perform any
agreement, covenant or undertaking herein, or (iv) any failure or breach of the
representations and warranties of the Company set forth in Section 6 to be
accurate in all material respects as of the date hereof and as of the Closing
Date, and will promptly reimburse each Holder and each director, officer or
controlling person of each Holder for reasonable legal and other expenses
incurred in connection with investigating or defending any claim, loss, damage,
liability or action as incurred; provided however, that the Company will not be
liable in any such case to the extend that any such loss, claim, damage,
liability or action arises directly out of or is based upon an untrue statement
or alleged untrue statement or by any omission or alleged omission made in such
registration statement or prospectus made in reliance upon and in conformity
with written information furnished by any Holder specifically for use in the

                                       15
<PAGE>

preparation of the registration statement or prospectus, provided further,
however, that the Company will not be liable in any such case to the extent that
any such loss, claim, damage, liability or action arises directly out of or is
based primarily upon an untrue statement or omission made in any preliminary
prospectus or final prospectus if (i) such Holder failed to send or deliver a
copy of the final prospectus or prospectus supplement with or prior to the
delivery of written confirmation of the sale of the Shares, and (ii) the final
prospectus or prospectus supplement would have corrected such untrue statement
or omission. The indemnification obligation of the Company with respect to
clause (iv) above, will survive for a period ending on the first anniversary of
the Closing Date, unless a claim for indemnification (whether or not fixed as to
liability or liquidated as to amount) is made with respect hereto prior to the
end of such period, in which case the right to indemnification shall survive
until such claim is satisfied, settled or dismissed.

              (b) In connection with the Shelf Registration Statement in which a
Holder of Registrable Securities is participating, each Holder will furnish to
the Company in writing the information as is reasonably requested by the Company
for use in the Shelf Registration Statement or prospectus and will severally,
but not jointly, indemnify, to the extent permitted by law, the Company, its
directors and officers and each person or entity, if any, who controls the
Company within the meaning of Section 15 of the Securities Act, against any
losses, claims, damages, liabilities and expenses resulting from any untrue
statement or alleged untrue statement of a material fact or any omission or
alleged omission of a material fact required to be stated in the Shelf
Registration Statement or prospectus or any amendment thereof or supplement
thereto or necessary to make the statements therein not misleading, but only to
the extent the losses, claims, damages, liabilities or expenses are caused by an
untrue statement or alleged untrue statement or by an omission or alleged
omission made in reliance upon and in conformity with the written information
specifically furnished by the Holder to the Company for use in connection with
the preparation of the Shelf Registration Statement or prospectus; provided
however, that the indemnity will not apply to the extent that the loss, claim,
damage, liability or expense arises out of or is based upon a violation of this
Agreement by the Company. If the offering pursuant to any registration is made
through underwriters, each Holder agrees to enter into an underwriting agreement
in customary form with the underwriters and to indemnify the underwriters, their
officers and directors, if any, and each person or entity who controls the
underwriters within the meaning of the Securities Act to the same extent as
hereinabove provided with respect to indemnification by the Holder.
Notwithstanding the foregoing or any other provision of this Agreement, in no
event will a Holder of Registrable Securities be liable for any losses, claims,
damages, liabilities or expenses in excess of the net proceeds received by such
Holder upon the disposition of Registrable Securities pursuant to the
registration statement giving rise to such claim.

              (c) Promptly after receipt by an indemnified party under Section
10(a) or (b) of notice of any claim as to which indemnity may be sought,
including the commencement of any action or proceeding, the indemnified party
will, if a claim in respect thereof may be made against the indemnifying party
under this Section, promptly notify the indemnifying party in writing of the
commencement thereof; provided that the failure of the indemnified party to so
notify the indemnifying party will not relieve the indemnifying party from its
obligations under this Section except to the extent that the indemnifying party
is adversely affected by the failure. In case any action or proceeding is
brought against any indemnified party, and it notifies the indemnifying party of
the commencement thereof, the indemnifying party and its counsel will conduct
the defense of any action with counsel approved by the indemnified party (which
approval will not be unreasonably withheld or delayed) although the indemnified
party will be entitled to participate therein at the indemnified party's
expense, and after notice from the indemnifying party to the indemnified party

                                       16
<PAGE>

of its election to so assume the defense thereof, the indemnifying party will
not be liable to the indemnified party under that Section for any legal or any
other expenses subsequently incurred by the indemnified party in connection with
the defense thereof (other than reasonable costs of investigation) unless
incurred at the written request of the indemnifying party. Notwithstanding the
above, the indemnified party will have the right to employ counsel of its own
choice in any action or proceeding (and be reimbursed by the indemnifying party
for the reasonable fees and expenses of the counsel and other reasonable costs
of the defense) if representation of the indemnified party by the counsel
retained by the indemnifying party would be inappropriate due to actual or
potential differing interests or conflicts between the indemnified party and any
other party represented by the counsel in the action or proceeding or counsel to
the indemnified party is of the opinion that it would not be desirable for the
same counsel to represent both the indemnifying party and the indemnified party
because the representation might result in a conflict of interest; provided,
however, that the indemnifying party will not in connection with any one action
or proceeding or separate but substantially similar actions or proceedings
arising out of the same general allegations, be liable for the reasonable fees
and expenses of more than one separate firm of attorneys at any time for all
indemnified parties, except to the extent that local counsel, in addition to
regular counsel, is required in order to effectively defend against the action
or proceeding. An indemnifying party will not be liable to any indemnified party
for any settlement or entry of judgment concerning any action or proceeding
effected without the consent of the indemnifying party.

              (d) If the indemnification provided for in Section 10(a) or (b) is
held by a court of competent jurisdiction to be unavailable under applicable law
to an indemnified party in respect of any losses, claims, damages or liabilities
referred to therein, then each applicable indemnifying party, in lieu of
indemnifying the indemnified party, will contribute to the amount paid or
payable by the indemnified party as a result of the losses, claims, damages or
liabilities in the proportion as is appropriate to reflect the relative fault of
the Company on the one hand and of the indemnified party on the other in
connection with the statements or omissions which resulted in the losses,
claims, damages, or liabilities, as well as any other relevant equitable
considerations including the relative benefits to the parties. The relative
fault of the Company on the one hand and of the indemnified party on the other
will be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission to state a material
fact relates to information supplied by the Company or by the indemnified party
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent the statement or omission. The amount paid or
payable by a party as a result of the losses, claims, damages and liabilities
referred to above will be deemed to include, subject to the limitations set
forth in Section 10(c), any legal or other fees or expenses reasonably incurred
by the party in connection with investigating or defending any action or claim.
No person or entity guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) will be entitled to contribution from
any person or entity that is not guilty of fraudulent misrepresentation.

                                       17
<PAGE>

11. Miscellaneous.

         11.1 Notices. Any notice or other communication given hereunder will be
deemed sufficient if in writing and sent by registered or certified mail, return
receipt requested, or delivered by hand against written receipt therefor, or
sent by confirmed facsimile, addressed to:

                  If to the Company:

                           BSD Medical Corporation
                           2188 West 2200 South
                           West Valley City, UT 84119
                           Attn:    Hyrum A. Mead
                           Facsimile:  (801) 972-5930

                  With a copy to:

                           Dorsey & Whitney LLP
                           170 South Main Street, Suite 900
                           Salt Lake City, Utah 84101
                           Attn:    Nolan S. Taylor, Esq.
                           Facsimile:  (801) 933-7373

                  If to a Purchaser:

         To the name and address or facsimile number of the Purchaser on the
signature page hereto.

         Notices will be deemed to have been given or delivered on the date of
mailing, except notices of change of address, which will be deemed to have been
given or delivered when received.

         11.2 Successors and Assigns. Subject to Section 9.6(d), this Agreement
will be binding upon and inure to the benefit of the parties hereto and to their
respective heirs, legal representatives, successors and assigns.

         11.3 Entire Agreement. This Agreement sets forth the entire agreement
and understanding among the parties as to the subject matter hereof and merges
and supersedes all prior discussions, agreements and understandings of any and
every nature among them. Subject to Section 9.6(e), this Agreement may be
amended with respect to any Purchaser only by mutual written agreement of the
Company and such Purchaser.

         11.4 Governing Law. The terms and provisions hereof will be construed
in accordance with and governed by the laws of the State of Delaware without
regard to that State's conflicts of law principles.

         11.5 Severability. The holding of any provision of this Agreement to be
invalid or unenforceable by a court of competent jurisdiction will not affect
any other provision of this Agreement, which will remain in full force and
effect. If any provision of this Agreement is declared by a court of competent
jurisdiction to be invalid, illegal or incapable of being enforced in whole or
in part, the provision will be interpreted so as to remain enforceable to the

                                       18
<PAGE>

maximum extent permissible consistent with applicable law and the remaining
conditions and provisions or portions thereof will nevertheless remain in full
force and effect and enforceable to the extent they are valid, legal and
enforceable, and no provisions will be deemed dependent upon any other covenant
or provision unless so expressed herein.

         11.6 No Waiver. A waiver by either party of a breach of any provision
of this Agreement will not operate, or be construed, as a waiver of any
subsequent breach by that same party.

         11.7 Further Assurances. The parties agree to execute and deliver all
further documents, agreements and instruments and take further action as may be
necessary or appropriate to carry out the purposes and intent of this Agreement.
Any documentary, stamp tax or similar issuance or transfer taxes due as a result
of the conveyance, transfer or sale of the Shares between any of the Purchasers
(or any of their permitted transferees), on the one hand, and the Company, on
the other hand, pursuant to this Agreement will be borne by the Company.

         11.8 Counterparts. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, but all of which will
together constitute the same instrument.

         11.9 No Third Party Beneficiaries. Nothing in this Agreement creates in
any person not a party to this Agreement any legal or equitable right, remedy or
claim under this Agreement, and this Agreement is for the exclusive benefit of
the parties hereto. The parties expressly recognize that this Agreement is not
intended to create a partnership, joint venture or other similar arrangement
between any of the parties or their respective affiliates.

         11.10 Publicity Restrictions. No press release or other public
disclosure relating to the transactions contemplated by this Agreement may be
issued or made by or on behalf of any party without prior consultation with the
other parties, except as required by applicable law, court process or Nasdaq or
other stock exchange rules, in which case the Purchaser required to make the
disclosure will allow the Company reasonable time (to the extent practicable) to
comment thereon in advance of the issuance. The Company may issue an initial
press release relating to the transactions contemplated by this Agreement, but
shall not identify any Purchaser in such press release.


                                       19
<PAGE>

         IN WITNESS WHEREOF, the undersigned have duly executed this Securities
Purchase Agreement as of the date first above written.


                              BSD MEDICAL CORPORATION


                              By:     /s/ Hyrum A. Mead
                                      -------------------------------------
                                      Hyrum A. Mead

                              Its:    President and Chief Executive Officer

                              [Purchaser Signature Pages Follow.]


                                       20
<PAGE>

           [Purchaser Signature Page to Securities Purchase Agreement]

                              JMG TRITON OFFSHORE FUND, LTD.
                              [Print Name of Purchaser]

                              By:     /s/ Jonathan Glaser
                                      -------------------------------------

                              Name:   Jonathan Glaser
                                      -------------------------------------

                              Title:  Member Manager of the Investment
                                      Manager

                              Number of Shares Purchased: 455,000

                              Purchase Price:  $500,500.00

                              Purchaser's Address:

                              1999 Avenue of the Stars, Suite 2530
                              Los Angeles, California 90067


                              Purchaser's Tax Identification Number:
                                      N/A


                              Shares to be issues as follows:




                                       21
<PAGE>

           [Purchaser Signature Page to Securities Purchase Agreement]

                              JMG TRITON CAPITAL PARTNERS, L.P.
                              [Print Name of Purchaser]

                              By:     /s/ Jonathan Glaser
                                      -------------------------------------

                              Name:   Jonathan Glaser
                                      -------------------------------------

                              Title:  Member Manager of the G.P.

                              Number of Shares Purchased: 455,000

                              Purchase Price:  $500,500.00

                              Purchaser's Address:

                              1999 Avenue of the Stars, Suite 2530
                              Los Angeles, California 90067

                              Purchaser's Tax Identification Number:
                                      68-0271606

                              Shares to be issues as follows:




                                       22
<PAGE>

                              BEAR STEARNS SECURITIES CORP.
                              CUSTODIAN, J. STEVEN EMERSON IRA R/O II
                              [Print Name of Purchaser]

                              By:     /s/ J. Steven Emerson
                                      -------------------------------------

                              Name:   J. Steven Emerson
                                      -------------------------------------

                              Title:  Sole Ben., Self Dir. IRA
                                      -------------------------------------

                              Number of Shares Purchased: 910,000

                              Purchase Price:  $1,001,000

                              Purchaser's Address:

                              1999 Avenue of the Stars, Suite 2530
                              Los Angeles, California 90067

                              Purchaser's Tax Identification Number:
                                      ###-##-####


                              Shares to be issued as follows:

                                      Above


                                       23