Exhibit
      10.1

     

    STOCK
      PURCHASE AGREEMENT

     

    This
      COMMON STOCK PURCHASE AGREEMENT (this “Agreement”),
      dated
      as of September 27, 2007, is entered into by and between Protein
      Polymer Technologies, Inc.,
      a
      Delaware corporation with an address at 10655
      Sorrento Valley Road, San
      Diego, California 92121
      (“PPTI”),
      and
TAG
      Virgin Islands, Inc.,
      with
      an
      address at The
      Tunick Building,
      1336
      Beltjen Road, Suite 202, St. Thomas, USVI 00802 as
      agent
      (the “Agent”) for the purchasers listed on the Schedule
      of Purchasers
      appended
      hereto as Schedule
      I,
      which
      may be amended from time to time to add additional purchasers
      (collectively, the “Purchasers”).

     

    RECITALS

     

    WHEREAS,
      the Purchasers desire to purchase and acquire, and PPTI desires to issue and
      sell to the Purchasers, from time to time in accordance with the terms hereof
      shares of common stock, par value $0.01 (the “Common
      Stock”)
      of
      PPTI and warrants to purchase Common Stock in the form attached as Exhibit
      A
      hereto
      (the “Warrants”)
      as
      set
      forth on the
      Schedule of Purchasers;
      and

     

    WHEREAS,
      the parties hereto desire to enter into this Agreement.

     

    AGREEMENT

     

    NOW,
      THEREFORE, in consideration of the mutual promises and covenants contained
      in
      this Agreement and other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, the parties hereto agree as
      follows:

     

    1. Purchase
      and Sale of Common Stock; Issuance of Warrants; Registration Rights; Termination
      of Agreement.

     

    1.1 Purchase,
      Sale and Issuance of Common Stock. Subject
      to the terms and conditions of this Agreement, the Purchasers will purchase
      from
      PPTI (each a “Purchase”)
      and
      PPTI will sell to the Purchasers, from time to time, shares (the “Shares”)
      of
      Common Stock. The period during which the Purchases will be effected will
      commence on the date hereof and terminate on the date that this Agreement is
      terminated as provided in Section
      1.5
      below.
      The Purchase Price shall be determined in accordance with the terms of
Section
      1.2
      below.
      The Agent shall determine, by notice to PPTI (the “Purchase
      Notice”),
      when
      each Purchase shall be made and when the Closing, as
      defined in Section
      2
      below,
      for
      such Purchase shall be effected. At each Closing, the Purchasers, as provided
      in
the
      Schedule of Purchasers,
      will
      purchase from PPTI and PPTI will sell and issue to such Purchasers, the number
      of Shares for the Purchase Price set forth in the Purchase Notice for such
      Closing. The
      Schedule of Purchasers
      shall be
      amended to reflect each Purchase.
      

     

    1.2 Definition
      of Purchase Price. For the purpose of this Agreement, “Purchase Price” shall
      mean the per share closing price of the Common Stock on the day that a Purchase
      is effected. The closing price for each such day shall be the last reported
      sales price regular way or, in case no such reported sale takes place on such
      day, the closing bid price regular way, in either case on the principal national
      securities exchange on which the Common Stock is listed or admitted to trading
      or, if the Common Stock is not listed or admitted to trading on any national
      securities exchange, the highest reported bid price as furnished by the National
      Association of Securities Dealers, Inc. through NASDAQ or similar organization
      if NASDAQ is no longer reporting such information, or by the Pink Sheets, LLC
      or
      similar organization if the Common Stock is not then quoted on an inter-dealer
      quotation system. If on any such date the Common Stock is not quoted by any
      such
      organization, the fair value of the Common Stock on such date, as determined
      in
      good faith by PPTI's Board of Directors (the “Board”), shall be used.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.3 Issuance
      of Warrants. At each Closing, subject to the provisions of Section
      1.4
      below,
      PPTI shall issue to each Purchaser purchasing Shares at the Closing, subject
      to
      compliance with applicable securities laws, Warrants to purchase such number
      of
      shares of Common Stock as shall equal the number of Shares purchased by such
      Purchaser at the Closing. The Warrants shall be cashless and shall be
      exercisable commencing immediately for a period of five years at a per share
      price, subject to applicable anti-dilution provisions, equal to 10% above the
      Purchase Price of the Shares purchased by the Purchaser (the “Warrant Exercise
      Price”). 

     

    1.4 Agent’s
      Right to Advise
      Board on Disbursement ot Purchase Proceeds; Registration Rights Agreement.
      As additional consideration for the Purchasers agreeing to purchase the Shares
      and acquire the Warrants, the Agent will advise the Board on the disbursement
      of
      the proceeds remitted to PPTI for each Purchase, and PPTI will enter into the
      Registration
      Rights Agreement
      with the
      Purchasers in the form appended hereto as Exhibit
      B.

     

    1.5 Termination
      of Agreement. The Agent may terminate this Agreement at any time upon notice
      to
      PPTI.

     

    2. Closing.

     

    2.1 Closing
      Date. The purchase and sale of the Shares and the Warrants hereunder shall
      take
      place at a closing (the “Closing”),
      which
      shall be held at such time and place upon which PPTI and the Agent shall
      agree.

     

    2.2 Actions
      by PPTI at the Closing. PPTI shall deliver to each Purchaser a
      stock
      certificate or certificates for the Shares and the Warrants, registered in
      the
      name of such Purchaser and the executed Registration Rights Agreement.


     

    2.3 Actions
      by the Purchasers at the Closing. Each Purchaser shall deliver to PPTI the
      Purchase
      Price for the Shares and the Warrants purchased at the Closing by such
      Purchaser.

     

    3. Representations
      and Warranties of PPTI.
      PPTI
      hereby represents and warrants to the Agent and the Purchasers
      that:

    


    3.1
       Organization;
      Good Standing; Qualification and Corporate Power.

     

    
      
        
        

      

      
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    (a)
       PPTI
      and
      each of its subsidiaries, if any, is a corporation duly organized, validly
      existing and in good standing under the laws of its jurisdiction of
      incorporation and has all requisite corporate power and authority to carry
      on
      its business as now conducted and as proposed to be conducted. PPTI and each
      of
      its subsidiaries, if any, is duly qualified to transact business and is in
      good
      standing in each jurisdiction in which the failure so to qualify would have
      a
      material adverse effect on its business or properties. True and correct copies
      of PPTI Certificate of Incorporation, as amended (the "Certificate
      of Incorporation")
      and
      Bylaws have been provided to the Purchasers or made available via the SEC EDGAR
      website.

    


    (b)
       PPTI
      has
      all requisite legal and corporate power and authority to execute and deliver
      this Agreement, to issue the Shares and the Warrants and to carry out and
      perform its obligations under the terms of this Agreement and to consummate
      the
      transactions contemplated hereby and thereby. All necessary corporate action
      has
      been taken by PPTI with respect to the execution, delivery and performance
      by
      PPTI of this Agreement and the consummation of the transactions contemplated
      hereby and thereby. The Shares, when issued in
      accordance pursuant to the terms of the Agreement,
      will be
      legally issued, fully paid and non assessable and each Purchaser will own the
      Shares purchased by such Purchaser, free and clear of all liens and
      encumbrances. The Warrants, when issued in accordance with the terms of the
      Agreement, will constitute the legally binding obligation of PPTI in accordance
      with their terms. 

    


    3.2
       Capitalization
      and Voting Rights. PPTI’s authorized capital consists of:

    


    (a)
      Common Stock. 1,000,000,000 shares of Common Stock, of which 67,809,204 shares
      are issued and outstanding as of the date hereof. The Common Stock is currently
      accepted for trading on the Over The Counter Bulletin Board. 

     

    (b)
      Preferred Stock. 5,000,000 shares of preferred stock (the "Preferred
      Stock"),
      of
      which, as of the date hereof, an aggregate of 65,445 shares are issued and
      outstanding. 

    


    3.3
       Subsidiaries;
      Interests of PPTI. Except as set forth in the SEC Documents, as defined in
      Section
      3.5
      below,
      PPTI does not currently own or control, directly or indirectly, any interest
      in
      any other partnership, limited liability company, corporation, joint stock
      company, trust, estate, joint venture, association or unincorporated
      organization, or any other form of business or professional entity.

    


    3.4
       Authorization.
      This Agreement and all other agreements executed and delivered by PPTI in
      connection therewith, have been duly authorized, executed and delivered by
      PPTI
      and constitute the legal, valid and binding obligations of PPTI, enforceable
      in
      accordance with their respective terms, subject to (i) applicable bankruptcy,
      insolvency, reorganization and moratorium laws, (ii) other laws of general
      application affecting the enforcement of creditors' rights generally and general
      principles of equity, (iii) the discretion of the court before which any
      proceeding therefor may be brought, and (iv) as rights to indemnity may be
      limited by federal or state securities laws or by public policy.

     

    
      
        
        

      

      
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    3.5  SEC
      Documents. PPTI has filed all reports, schedules, forms, statements and other
      documents required to be filed by it with the Securities and Exchange Commission
      (the “Commission”)
      pursuant to the Securities Act of 1933 (the “Securities
      Act”)
      and
      the Securities Exchange Act of 1934 (the “Exchange
      Act”)
      (the
“SEC
      Documents”).
      PPTI
      is not currently eligible to use Form S-3 for stockholder registration
      statements under the Securities Act. The SEC Documents have complied in all
      material respects with the requirements of the Securities Act or the Exchange
      Act, as the case may be, and the rules and regulations of the Commission
      promulgated thereunder applicable to the SEC Documents, and none of the SEC
      Documents, at the time they were filed with the Commission, contained any untrue
      statement of a material fact or omitted to state a material fact required to
      be
      stated therein or necessary in order to make the statements therein, in light
      of
      the circumstances under which they were made, not misleading. As of their
      respective dates, to the best of PPTI’s knowledge during those respective dates,
      the financial statements of PPTI included in the SEC Documents complied as
      to
      form in all material respects with applicable accounting requirements and the
      published rules and regulations of the Commission with respect thereto. Such
      financial statements have been prepared in accordance with accounting principles
      generally accepted in the United States as in effect from time to time
      (“GAAP”),
      consistently applied, during the periods involved (except (a) as may be
      otherwise indicated in such financial statements or the notes thereto, or (b)
      in
      the case of unaudited interim statements, to the extent they may exclude
      footnotes or may be condensed or summary statements) and fairly present in
      all
      material respects the financial condition of PPTI as of the respective dates
      thereof and the results of its operations and cash flows for the respective
      periods then ended (subject, in the case of unaudited statements, to normal
      year-end audit adjustments). Except as set forth in the SEC Documents, PPTI
      has
      not received notification from the Commission, and/or any federal or state
      securities bureaus that any investigation (informal or formal), inquiry or
      claim
      is pending, threatened or in process against PPTI and/or relating to any of
      PPTI’s securities. 

    


    3.6
       Governmental
      Consents. No consent, approval, order, or authorization of, or registration,
      qualification, designation, declaration or filing with, any federal, state,
      local or provincial governmental authority on the part of PPTI is required
      in
      connection with the consummation of the transactions contemplated by this
      Agreement. PPTI and each of its subsidiaries, if any, has obtained all federal,
      state, local and foreign governmental licenses and permits material to and
      necessary in the conduct of its business, such licenses and permits are in
      full
      force and effect, no material violations are or have been recorded in respect
      of
      any such licenses or permits, and no proceeding is pending or threatened to
      revoke or limit any thereof. There are no consents or waivers necessary for
      the
      consummation of the transactions contemplated by this Agreement.

    


    3.7
       Litigation.
      Except as set forth in the SEC Documents, (i) there is no action, suit,
      proceeding, or investigation pending or currently threatened against PPTI,
      and
      (ii) in PPTI’s reasonable judgment, none of such disclosures are likely to
      question the validity of this Agreement, or the right of PPTI to enter into
      such
      agreements, or to consummate the transactions contemplated hereby or thereby,
      or
      which might result, either individually or in the aggregate, in any material
      adverse change in the assets, condition, affairs, or property of PPTI,
      financially or otherwise, or any change in the current equity ownership of
      PPTI,
      including, without limitation, actions pending or to PPTI’s knowledge threatened
      involving the prior employment of any of PPTI’s employees, their use in
      connection with PPTI’s business of any information or techniques allegedly
      proprietary to any of their former employers, or their obligations under any
      agreements with prior employers.


    
      
        
        

      

      
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    3.8
       Compliance
      with Other Instruments. PPTI is not in violation or default of any provisions
      of
      its Certificate of Incorporation or Bylaws or of any instrument, judgment,
      order, writ, decree, or contract to which it is a party or by which it is bound
      or, to its knowledge, of any provision of federal or state statute, rule or
      regulation, license, or permit applicable to PPTI, the violation or default
      of
      which would have a material adverse effect on PPTI. The execution, delivery,
      and
      performance of this Agreement and the consummation of the transactions
      contemplated hereby and thereby will not result in any such violation or be
      in
      conflict with or constitute, with or without the passage of time and giving
      of
      notice, either a default under any such provision, instrument, judgment, order,
      writ, decree, or material contract or an event which results in the creation
      of
      any lien, charge, or encumbrance upon any assets of PPTI.

    


    4. Representations
      and Warranties of the Purchasers.
      Each
      Purchaser represents and warrants to PPTI as follows:

     

    4.1 Review
      and Inspection. The Purchaser is relying on his own analysis regarding PPTI’s
      operations, financial condition, assets, liabilities and other relevant matters
      as the Purchaser deemed necessary or desirable in order to evaluate the merits
      and risks of the prospective investment contemplated herein. The
      Purchaser acknowledges
      that he has not relied upon any information given to the Purchaser, or any
      statements made, by PPTI or any officers or directors of PPTI, except for the
      representations and warranties of PPTI expressly made herein.

     

    4.2 Purchaser
      Due Diligence. The Purchaser and his representatives are solely responsible
      for
      the Purchaser’s own “due diligence” investigation of PPTI and its management and
      business and for the Purchaser’s analysis of the financial future and viability
      of PPTI and desirability of the terms of this investment. The Purchaser
      acknowledges that neither PPTI nor any officer or director of PPTI is making
      any
      representation or warranty regarding any financial projections previously given
      to the Purchaser or the assumptions underlying such financial projections,
      as
      such financial projections are subject to significant business, economic and
      other uncertainties and contingencies. The Purchaser acknowledges that if PPTI
      is not able to operate profitably or generate positive cash flows, PPTI may
      have
      difficulty meeting its obligations and may not be able to continue to operate
      its business, and the Purchaser could lose all of his investment. The Purchaser
      has such knowledge and experience in financial and business matters that he
      is
      capable of evaluating the merits and risks of the purchase of the Shares
      pursuant to the terms of this Agreement and of protecting his interest in
      connection therewith.

     

    
      
        
        

      

      
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    4.3 Accredited
      Investor Status.
      The
      Purchaser is an “Accredited Investor” as that term is defined in Rule 501 of
      Regulation D promulgated under the Securities Act and the Purchaser is able
      to
      bear the economic risk of the purchase of the Shares pursuant to the terms
      of
      this Agreement, including a complete loss of his investment in the
      Shares.

     

    4.4 Authority
      for Agreement.
      The
      Purchaser has the full right, power and authority to enter into and perform
      his
      obligations under the Agreement, and the Agreement constitutes the valid and
      binding obligations of the Purchaser enforceable in accordance with its terms,
      subject to (i) applicable bankruptcy, insolvency, reorganization and moratorium
      laws, (ii) other laws of general application affecting the enforcement of
      creditors' rights generally and general principles of equity, (iii) the
      discretion of the court before which any proceeding therefor may be brought,
      and
      (iv) as rights to indemnity may be limited by federal or state securities laws
      or by public policy..

     

    4.5 Governmental
      Consents.
      To the
      Purchaser’s knowledge, no consent, approval or authorization of or designation,
      declaration or filing with any governmental authority on the part of the
      Purchaser is required in connection with the valid execution, delivery and
      performance of the Agreement.

     

    4.6 Taxes.
      The
      Purchaser has not relied on any statements or representations of PPTI or any
      of
      its agents (other than the representations and warranties set forth herein)
      with
      respect to the federal, state, local and foreign tax consequences of this
      investment and the federal, state, local and foreign tax consequences of
      transactions contemplated by this Agreement. With respect to such matters,
      the
      Purchaser understands that he (and not PPTI) shall be responsible for his own
      tax liability that may arise as a result of this investment or the transactions
      contemplated by this Agreement.

     

    4.7
       Restricted
      Securities.
      The
      Purchaser understands that the Shares and the Common Stock issuable upon
      exercise of the Warrants have not been registered under the Securities Act
      or
      the laws of any state and may not be sold or transferred, or otherwise disposed
      of, without registration under the Securities Act and applicable state
      securities laws, or pursuant to an exemption therefrom. In the absence of an
      effective registration statement or an exemption therefrom covering the Shares
      and the Common Stock issuable upon exercise of the Warrants, the Purchaser
      will
      sell or transfer, or otherwise dispose of, the Shares to be acquired by him
      only
      in a manner consistent with his representations and agreements set forth herein
      and any applicable federal and state securities laws.

    


    4.8
       Legends.
      It is
      understood that the certificates evidencing the Shares may bear the following
      legend:

    


    (a)
      THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE
      TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES EVIDENCED BY THIS
      CERTIFICATE, FILED AND MADE EFFECTIVE UNDER THE SECURITIES ACT OF 1933 AND
      SUCH
      APPLICABLE STATE SECURITIES LAWS OR, UNLESS REASONABLY REQUESTED BY THE COMPANY,
      THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
      COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH ACT AND SUCH APPLICABLE
      STATE
      SECURITIES LAWS IS NOT REQUIRED.

     

    
      
        
        

      

      
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    (b)
       Any
      legend required by the securities (“Blue Sky”) laws of any state.

    


    The
      legend referred to in clause (a) above shall be removed by PPTI from any
      certificate at such time as the holder of the securities represented by the
      certificate delivers an opinion of counsel reasonably satisfactory to PPTI
      to
      the effect that such legend is not required in order to establish compliance
      with any provisions of the Securities Act, or at such time as the holder of
      such
      shares satisfies the requirements of Rule 144(k) or such other substantially
      similar rule promulgated under the Securities Act then in effect under the
      Securities Act; provided, that PPTI has received from the holder a written
      representation that (i) such holder is not an affiliate of PPTI and has not
      been
      an affiliate during the preceding three months, (ii) such holder has
      beneficially owned and paid for the shares represented by the certificate for
      a
      period of at least two years (or the period of time then required by Rule 144(k)
      or such other substantially similar rule promulgated under the Securities Act
      then in effect), and (iii) such holder otherwise satisfies the requirements
      of
      Rule 144(k) as then in effect with respect to such shares.

    


    5. Conditions
      to the Obligations of the Purchasers.
      The
      obligation of the Purchasers to purchase the Shares at the Closing is subject
      to
      the fulfillment, or the written waiver, of each of the following conditions
      on
      or before the Closing:

     

    5.1 Accuracy
      of Representations and Warranties. Each representation and warranty of PPTI
      contained in Section
      3
      hereof
      shall be true on and as of the Closing Date with the same effect as though
      such
      representation and warranty had been made on and as of that date.

     

    5.2 Performance.
      PPTI shall have performed and complied with all covenants, agreements and
      conditions contained in this Agreement and required to be performed or complied
      with by PPTI prior to or at the Closing.

     

    5.3 Proceedings
      and Documents. All documents and instruments incident to the transactions
      contemplated at the Closing shall be reasonably satisfactory in substance and
      form to each Purchaser and his counsel.

     

    
      
        
        

      

      
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    5.4
       Share
      Certificates and Warrants. Each Purchaser shall have received a certificate
      or
      certificates representing such number of Shares of his investment and the
      Warrants registered in his name as set forth on the
      Schedule of Purchasers.

     

    5.6 Execution
      of Registration Rights Agreement. PPTI shall have executed and delivered to
      the
      Purchaser the Registration Rights Agreement in the form appended hereto as
      Exhibit
      B.


     

    6. Conditions
      to the Obligations of PPTI.
      The
      obligation of PPTI to sell the Shares and deliver the Warrants at the Closing
      is
      subject to fulfillment, or the written waiver, of each of the following
      conditions on or before the Closing:

     

    6.1 Accuracy
      of Representations and Warranties. Each representation and warranty of the
      Purchasers contained in Section
      4
      hereof
      shall be true on and as of the Closing Date with the same effect as though
      such
      representation and warranty had been made on and as of that date.

     

    6.2 Performance.
      All covenants, agreements and conditions contained in this Agreement and
      required to be performed by the Purchasers on or prior to the Closing Date
      shall
      have been performed or complied with in all material respects.

     

    7.
       Covenants
      of PPTI.
      In
      addition to any covenants set forth in PPTI's Certificate of Incorporation,
      PPTI
      agrees that, so long as any Purchaser and/or an affiliate thereof beneficially
      owns any Shares and/or a Warrant remains outstanding:

    


    7.1
       Maintenance
      of Existence. PPTI shall at all times (a) preserve, renew and keep in full
      force
      and effect its legal existence and rights and franchises with respect thereto;
      and (b) maintain in full force and effect all patents, copyrights, permits,
      licenses, trademarks, trade names, approvals, authorizations, leases and
      contracts necessary to carry on the business as currently or proposed to be
      conducted.

    


    7.2 Payment
      of Obligations. PPTI shall pay and discharge at or before maturity, all of
      its
      material obligations and liabilities, including, without limitation, tax
      liabilities, except where the same may be contested in good faith by appropriate
      proceedings or as waived, forgiven or modified by the creditor, and will
      maintain, in accordance with generally accepted accounting principles as they
      then exist, appropriate reserves for the accrual of any of the
      same.

    


    7.3 Reservation
      of Shares. PPTI shall at all times duly reserve for issuance the shares of
      Common Stock issuable upon exercise of the Warrants. 


    
      
        
        

      

      
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    8.
       Indemnity.
      PPTI
      shall, with respect to the representations, warranties, covenants and agreements
      made by it herein indemnify, defend and hold each Purchaser and his employees,
      partners, agents, counsel and affiliates (each, an “Indemnified
      Party”)
      harmless from and against all liability, loss or damage, together with all
      reasonable costs and expenses related thereto (including legal and accounting
      fees and expenses), arising from the untruth, inaccuracy or breach of any such
      representations, warranties, covenants or agreements of PPTI contained in this
      Agreement or the assertion of any claims relating to the foregoing. Without
      limiting the generality of the foregoing, each Indemnified Party shall be deemed
      to have suffered liability, loss or damage as a result of the untruth,
      inaccuracy or breach of any such representations, warranties, covenants or
      agreements if such liability, loss or damage shall be suffered by the
      Indemnified Party as a result of, or in connection with, such untruth,
      inaccuracy or breach or any facts or circumstances constituting such untruth,
      inaccuracy or breach. PPTI shall indemnify and hold harmless each Indemnified
      Party against any losses, claims, damages or liabilities, joint or several,
      to
      which any of the foregoing persons may become subject, insofar as such losses,
      claims, damages or liabilities (or actions in respect thereof) arise out of
      or
      are based upon any violations by PPTI of the Securities Act or state Blue Sky
      laws applicable to PPTI relating to action or inaction required of PPTI in
      connection with the Securities Act or registration or qualification under such
      state Blue Sky laws; and shall reimburse each such Indemnified Party for any
      legal or any other expenses reasonably incurred by any of them in connection
      with investigating or defending any such loss, claim, damage, liability or
      action; provided,
      however,
      that no
      indemnification shall be required hereunder for the gross negligence or willful
      misconduct of any Indemnified Party or material breach by a Purchaser of any
      of
      the representations and warrants set forth in Section
      4
      hereof.
      In case any such action is brought against an Indemnified Party, PPTI will
      be
      entitled to participate in and assume the defense thereof with counsel
      reasonably satisfactory to such Indemnified Party, and after notice from PPTI
      to
      such Indemnified Party of its election to assume the defense thereof, PPTI
      shall
      be responsible for any legal or other expenses subsequently incurred by the
      latter in connection with the defense thereof, provided that if any Indemnified
      Party shall have reasonably concluded that there may be one or more legal
      defenses available to such Indemnified Party that conflict in any material
      respect with those available to PPTI, or that such claims or litigation involves
      or could have an effect upon matters beyond the scope of the indemnity provided
      by this Section
      8,
      PPTI
      shall reimburse such Indemnified Party and shall not have the right to assume
      the defense of such action on behalf of such Indemnified party and PPTI shall
      reimburse each such Indemnified Party and any individual, partnership, limited
      liability company, corporation, joint stock company, trust, estate, joint
      venture, association or unincorporated organization, or any other form of
      business or professional entity (“Person”) controlling such Indemnified Party
      for that portion of the reasonable fees and expenses of any counsel retained
      by
      the Indemnified Party. PPTI shall not make any settlement of any claims
      indemnified against hereunder without the written consent of the Indemnified
      Party or Parties, which consent shall not be unreasonably withheld. Any claim
      for indemnification under this Section
      8
      with
      respect to representations and warranties must be made not later than the end
      of
      the 12-month survival period set forth in Section
      9.2.


     

    9. Miscellaneous.

     

    9.1 Assignment.
      This Agreement and all of the provisions hereof will be binding upon and inure
      to the benefit of the parties hereto and their respective successors and
      permitted assigns. Except as provided in Section
      8,
      neither
      this Agreement nor any of the rights, interests or obligations hereunder may
      be
      assigned by any party without prior written consent of the other
      party.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    9.2 Survival
      of Representations and Warranties. The warranties, representations and covenants
      of PPTI and the Purchasers contained in or made pursuant to this Agreement
      shall
      survive the execution and delivery of this Agreement and the Closing for a
      period of 12 months and shall in no way be affected by any investigation of
      the
      subject matter thereof made by or on behalf of the Purchasers or
      PPTI..

     

    9.3 Notices.
      Unless otherwise provided, any notice required or permitted under this Agreement
      shall be given in writing and shall be deemed effectively given (i) upon
      personal delivery to the party to be notified, (ii) four days after deposit
      with
      the United States Post Office, by registered or certified mail, postage prepaid,
      or (iii) one day after deposit with a reputable overnight courier service and
      addressed to the party to be notified:

     

    If
      to
      PPTI:

    


    Protein
      Polymer Technologies, Inc.

    10655
      Sorrento Valley Road

    San
      Diego, California 92121

    Attn: William
      N. Plamondon, III

    President
      and Chief Executive Officer

    


    If
      to the
      Purchasers:

    


    TAG
      Virgin Islands, Inc.

    The
      Tunick Building

    1336
      Beltjen Road, Suite 202

    St.
      Thomas, VI 00802

    Attn: James
      Tagliaferri, President 

     

    9.4 Brokers.
      Each Purchaser, on the one hand, and PPTI, on the other hand (a) represents
      and warrants to the other party that he/it has not retained any finders or
      brokers in connection with the transactions contemplated by this Agreement,
      and
      (b) will indemnify and save the other party harmless from and against any
      and all claims, liabilities or obligations with respect to brokerage or finders’
fees or commissions, or consulting fees in connection with the transactions
      contemplated by this Agreement asserted by any Person on the basis of any
      statement or representation alleged to have been made by him/it.

     

    9.5 Expenses.
      PPTI and the Purchasers shall bear their own expenses incurred with respect
      to
      this Agreement and the transactions contemplated hereby except that PPTI shall
      pay the reasonable fees and expenses incurred by the Purchasers for the legal
      services rendered to them with respect to this Agreement and the transactions
      contemplated hereby. 

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    9.6 Entire
      Agreement. This Agreement and the other documents delivered pursuant to the
      Agreement at the Closing embody the entire agreement and understanding between
      the parties hereto with respect to the subject matter hereof and supersede
      all
      prior agreements and understandings relating to such subject
      matter.

     

    9.7 Amendments
      and Waivers. Any term of this Agreement may be amended and the observance of
      any
      term of this Agreement may be waived (either generally or in a particular
      instance and either retroactively or prospectively) only with the written
      consent of PPTI and the Purchasers. No waivers of or exceptions to any term,
      condition or provision of this Agreement, in any one or more instances, shall
      be
      deemed to be, or construed as, a further or continuing waiver of any such term,
      condition or provision.

     

    9.8 Counterparts.
      This Agreement may be executed in one or more counterparts, each of which shall
      be deemed to be an original, but all of which shall be one and the same
      document.

     

    9.9 Section
      Headings. The Section headings are for the convenience of the parties and in
      no
      way alter, modify, amend, limit, or restrict the contractual obligations of
      the
      parties.

     

    9.10 Severability.
      Any part, provision, representation or warranty of this Agreement that is
      prohibited or that is held to be void or unenforceable shall be ineffective
      solely to the extent of such prohibition or unenforceability without
      invalidating the remaining provisions hereof.

     

    9.11 Governing
      Law. This Agreement shall be governed by and construed in accordance with the
      laws of the jurisdiction
      to be determined by Agent (without
      regard to its conflict of laws principles). The parties hereto irrevocably
      consent to the exclusive personal jurisdiction of the federal and state courts
      located in the jurisdiction to be determined by Agent, as applicable, for any
      matter arising out of or relating to this Agreement. 

     

    (signature
      page to follow)

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

       

    

    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written.

     

    
      	 	 	 
	 	PROTEIN POLYMER TECHNOLOGIES,
              INC.
	 
 	 
 	 
 
	
            	By:  	/s/ William
              N. Plamodon, III
	 	
              

              Name: William
                N. Plamondon, III

              Title: President
                and Chief Executive Officer

            


    

     

    
      	 	 	 
	 	
              TAG VIRGIN ISLANDS, INC.,

              as agent for the Purchasers

            
	 
 	 
 	 
 
	
            	By:  	James
              Tagliaferri
	 	
              

              Name: James
                Tagliaferri

              Title: President

            


    

     

    
      
        
        

      

      
        -12-