STOCK
      PURCHASE AGREEMENT

     

    THIS
      STOCK PURCHASE AGREEMENT (this “Agreement”),
      dated
      as of August 14,  2006, is made by and between eXegenics, Inc. a
      Delaware corporation (the “Company”),
      and
      the Investors listed on Exhibit
      A
      hereto
      (each, an “Investor”
and
      collectively, the “Investors”).

     

    RECITALS

     

    A. The
      Investors desire to acquire from the Company, and the Company desires to issue
      and sell to the Investors, in the manner and on the terms and conditions
      hereinafter set forth, shares of Common Stock of the Company.

     

    B. In
      connection with the Investors’ purchase of the Common Stock, the Company and the
      Investors desire to establish certain rights and obligations between
      themselves.

     

    AGREEMENTS

     

    NOW,
      THEREFORE, in consideration of these premises, the mutual covenants and
      agreements herein contained and for other good and valuable consideration,
      the
      sufficiency and receipt of which are hereby acknowledged, the Company and the
      Investors hereby agree as follows:

     

    SECTION
      1. DEFINITIONS.

     

    The
      following terms when used in this Agreement have the following respective
      meanings:

     

    “Affiliate”
means
      with respect to any Person, any (i) officer, director, partner or holder of
      more
      than 10% of the outstanding shares or equity interests of such Person, (ii)
      any
      Relation of such Person, or (iii) any other Person which directly or indirectly
      Controls, is controlled by, or is under common control with such Person. A
      Person will be deemed to control another Person if such Person possesses,
      directly or indirectly, the power to direct or cause the direction of the
      management and policies of the “Controlled” Person, whether through ownership of
      voting securities, by contract, or otherwise.

     

    “Business
      Day”
means
      a
      day other than Saturday, Sunday or statutory holiday in the State of New York
      and in the event that any action to be taken hereunder falls on a day which
      is
      not a Business Day, then such action shall be taken on the next succeeding
      Business Day.

     

    “Bylaws”
means
      the Bylaws of the Company.

     

    “Certificate
      of Incorporation”
means
      the Certificate of Incorporation of the Company, as amended and as on file
      with
      the Secretary of State of the State of Delaware on the date of this
      Agreement.

     

    “Closing”
has
      the
      meaning set forth in Section
      3.1
      hereof.

     

    “Closing
      Date”
has
      the
      meaning set forth in Section
      3.1
      hereof.

     

    “Common
      Stock”
means
      shares of the common stock, $.01 par value, of the Company.

     

    “Company
      Stockholder Approval”
means,
      collectively, the approval, by the requisite vote of the Stockholders of the
      Company, of (i) the proposed amendment to the Certificate of Incorporation
      of
      the Company increasing the number of shares of Common Stock that the Company
      shall be authorized to issue and (ii) the consummation of the transaction
      contemplated by this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Goode
      Matter”
      means
      the subscriptions receivable from Ronald L. Goode, all as more particularly
      described in the SEC Filings.

     

    “Governmental
      Authority”
means
      the United States, any state or municipality, the government of any foreign
      country, any subdivision of any of the foregoing, or any authority, department,
      commission, board, bureau, agency, court, or instrumentality of any of the
      foregoing.

     

    “Initial
      Purchase Price”
means
      the sum of $8,613,000, which amount reflects the Stockholders’ Equity of the
      Company at June 30, 2006.

     

    “Investors
      Voting Agreement”
      means a
      written agreement executed by the Investors, in a form reasonably satisfactory
      to the Company, pursuant to which each Investor agrees, for a period of three
      (3) years after the Closing Date, to vote its shares of capital stock of the
      Company in favor of the election to the board of directors of the Company of
      John Paganelli and Robert Baron, or their respective successors, as more
      particularly described in the Investors Voting Agreement.

     

    “Knowledge”
as
      to
      the Company means the actual knowledge of the officers of the Company after
      due
      and diligence inquiry of the employees or agents of the Company reasonably
      believed to have knowledge of such matters.

     

    “Labidi
      Matter”
      means
      the matter brought by Abdel Hakim Labidi against the Company, all as more
      particulary described in the SEC Filings.

     

    “Lien”
means
      any mortgage, lien, pledge, security interest, easement, conditional sale or
      other title retention agreement, or other encumbrance of any kind.

     

    “1934
      Act”
means
      the Securities Exchange Act of 1934, as amended.

     

    “1933
      Act”
means
      the Securities Act of 1933, as amended.

     

    “Material
      Adverse Effect”
means
      a
      change or effect in the condition (financial or otherwise), properties, assets,
      liabilities, rights, operations or business of the Company which change or
      effect, individually or in the aggregate, could reasonably be expected to be
      materially adverse to such condition, properties, assets, liabilities, rights,
      operations or business.

     

    “Person”
      means an
      individual, corporation, limited liability company, partnership, joint venture,
      trust, unincorporated organization, or Governmental Authority.

     

    “Proxy
      Statement”
means
      the proxy statement for the Stockholders Meeting, together with any amendments
      or supplements thereto.

     

    “SEC”
means
      the Securities and Exchange Commission.

     

    “SEC
      Filings”
has
      the
      meaning set forth in Section
      4.2(d)
      hereof.

     

    “Series
      A Preferred Shares”
means
      shares of the Series A Preferred Stock, par value $.01 per share, of the
      Company.

     

    “Stockholders”
mean
      the record holders of shares of capital stock of the Company.

     

    “Stockholders’
      Equity”
means,
      as of any date, the amount determined by subtracting the liabilities of the
      Company as of such date from the assets of the Company, all as determined in
      accordance with generally accepted accounting principles applied on a consistent
      basis (“GAAP”),
      provided, however, in any event, any expenses of the Company associated with
      the
      transactions contemplated by this Agreement, including the procurement of a
      fairness opinion by the Company, will, to the extent not paid as of the date
      of
      determination of Stockholders Equity, be accrued as a liability of the Company.
      

     

    
      
        
        

      

      
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    “Stockholders
      Meeting”
means
      the special meeting of the stockholders of the Company held for purposes of
      considering an amendment to the Company’s Certificate of Incorporation and the
      issuance of the Common Stock.

     

    “Stockholders
      Voting Agreement”
      means a
      written voting agreement executed by the holders of shares of voting stock
      of
      the Company, in a form reasonably acceptable to the Investors, pursuant to
      which
      each stockholder agrees to vote all shares of Common Stock owned by them in
      favor of the transactions included in the Company Stockholder
      Approval.

     

    SECTION
      2. PURCHASE
      AND SALE OF COMMON STOCK.

     

    2.1 Issuance
      and Purchase of Common Stock

     

    .
      At the
      Closing, based upon the representations, warranties, covenants and agreements
      of
      the parties set forth in this Agreement, the Company shall issue and sell to
      the
      Investors, and the Investors shall purchase from the Company, an aggregate
      of
      19,440,491 shares of the Common Stock to be allocated among the Investors as
      provided in Exhibit
      A
      attached
      hereto. At the Closing, the Company will issue and deliver to each of the
      Investors a stock certificate registered in the name of the Investor
      representing the number of shares of the Common Stock, against payment of the
      Initial Purchase Price therefore, listed next to each such Investors name on
      Exhibit
      A
      hereto.
      The shares of Common Stock issued to the Investors will, in the aggregate,
      equal
      fifty-one percent (51%) of the outstanding capital stock of the Company on
      the
      Closing Date, on a fully-diluted basis, after giving effect to the conversion
      or
      exercise of all convertible instruments and securities. Without limitation,
      this
      calculation shall take into account any shares of Common Stock issuable upon
      conversion of outstanding shares of the Company’s Series A Preferred Stock and
      any shares of Common Stock issuable upon the exercise of outstanding options
      or
      warrants to purchase shares of Common Stock.

     

    2.2 Consideration
      for Common Stock

     

    .
      The
      purchase price for the Common Stock shall be the Stockholders’ Equity of the
      Company at the Closing Date. The Investors shall pay to the Company, on the
      Closing Date, the Initial Purchase Price, and the Initial Purchase Price shall
      be subject to adjustment as set forth in Section 2.3. The Investors will pay
      the
      Initial Purchase Price by wire transfer of immediately available funds to an
      account designated in writing by the Company.

     

    2.3 Adjustment
      to Purchase Price

     

    .
      The
      final purchase price will be in an amount equal to Stockholders’ Equity at the
      Closing Date and will be determined as follows:

     

    (a)
      The
      Company will prepare a balance sheet of the Company, in accordance with GAAP
      consistently applied, as of the Closing Date, including a computation of
      Stockholders’ Equity as of the Closing Date (the “Closing
      Date Balance Sheet”)
      and
      will deliver the Closing Date Balance Sheet to the Investors within sixty (60)
      days after the Closing Date. Such Closing Date Balance Sheet shall, if the
      Labidi Matter and/or the Goode Matter have not been resolved, include reserves
      reflecting the maximum potential liability of the Company in connection with
      any
      such unresolved matter. If, within thirty days following delivery of the Closing
      Date Balance Sheet to the Investors, the Investors have not given the Company
      notice of their objection to the Closing Date Balance Sheet (such notice must
      contain a statement of the basis of the Investors’ objection), then the
      Stockholders’ Equity reflected in the Closing Date Balance Sheet will be used in
      determining the purchase price. If the Investors give such notice of objection,
      then the Investors and the Company shall use reasonable efforts to resolve
      any
      such dispute. If the Company and the Investors are unable to finally resolve
      such dispute within ten (10) days after the Company’s receipt of the Investors’
notice of objection, then the dispute shall be resolved by an independent
      certified public accounting firm that is reasonably acceptable to the Company
      and the Investors (the "Independent
      Accounting Firm")
      considering recent past, current and anticipated future engagements. The Company
      and the Investors shall retain the Independent Accounting Firm within ten (10)
      days of the end of the ten (10) day period for the Company and Investors to
      resolve their dispute. The determination of the Independent Accounting Firm
      shall be made as promptly as practicable, but in no event more than 15 days
      after such matter(s) has been submitted to the Independent Accounting Firm,
      and
      shall be final and binding on the Company and the Investors. The fees and
      expenses of the Independent Accounting Firm shall be borne by the party found
      to
      be incorrect with regard to the objections. If both parties are found to be
      partially incorrect with regard to the objections, then the fees and expenses
      of
      the Independent Accounting Firm shall be shared proportionately by the parties
      based upon the amount the objections successfully contested by the Investors
      bears to the total of the objected amounts submitted to the Independent
      Accounting Firm.

     

    
      
        
        

      

      
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    (b)
      On
      the tenth business day following the final determination of the Stockholders’
Equity at the Closing Date, if that amount is greater than the Initial Purchase
      Price, the Investors will pay the difference to the Company, and if the final
      Stockholders’ Equity at the Closing Date is less than the Initial Purchase
      Price, the Company will pay the difference to the Investors, based on the
      portion of the aggregate purchase price paid for the Common Stock by each
      Investor (as set forth on Exhibit
      A).
      All
      payments must be made in immediately available funds. 

     

    (c)
      In
      the event that the Closing Date Balance Sheet included additional reserves
      for
      the Labidi Matter or the Goode Matter and if, prior to December 31, 2006, the
      Company subsequently resolves such matters for an amount or amounts less than
      the amounts reserved on the Closing Date Balance Sheet, then the Investors
      shall
      pay to the Company, in the form of additional purchase price, an amount equal
      to
      the difference between the actual amount paid or incurred by the Company and
      the
      amount of the reserve in the Closing Date Balance Sheet, such payment to be
      made
      within ten (10) days’ of receipt of written notice from the
      Company.

     

    SECTION
      3. THE
      CLOSING.

     

    3.1 Closing

     

    .
      The
      closing of the issuance and sale of the Common Stock pursuant to Section 2.1
      hereof and certain of the other transactions contemplated hereby (the “Closing”)
      will take place at 9:00 A.M. at the offices of the Company located at 1250
      Pittsford-Victor Road, Pittsford, New York, on the next business day (or such
      later date as the parties hereto may agree) following the later of (i) the
      Stockholders Meeting or (ii) the satisfaction or waiver of the conditions set
      forth in Article 6 hereof, (the “Closing
      Date”),
      or at
      such other time or place as the parties mutually agree. 

     

    3.2 Deliveries
      by the Company

     

    .
      At the
      Closing, the Company shall deliver or cause to be delivered to the Investors
      the
      following items (in addition to any other items required to be delivered to
      the
      Investors pursuant to any other provision of this Agreement):

     

    (a) certificates
      representing the shares of Common Stock being issued and sold by the Company
      to
      the Investors pursuant to Section 2.1 hereof, duly recorded on the books of
      the
      Company in the names of each of the Investors as set forth in Exhibit
      A;
      and

     

    (b) a
      certificate of the Secretary of State of the State of Delaware as to the good
      standing of the Company dated within five days prior to the Closing
      Date.

     

    3.3 Deliveries
      by the Investors

     

    .
      At the
      Closing, each of the Investors shall deliver or cause to be delivered to the
      Company the following items (in addition to any other items required to be
      delivered to the Company pursuant to any other provision of this Agreement):
      payment by wire transfer of immediately available funds necessary to satisfy
      each Investor’s obligations to the Company under Section 2.2 hereof and to
      insure payment to the Company of the Initial Purchase Price.

     

    
      
        
        

      

      
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    SECTION
      4. REPRESENTATIONS
      AND WARRANTIES.

     

    4.1 Representations
      and Warranties of the Company

     

    .
      In
      order to induce each of the Investors to purchase the Common Stock that it
      is
      purchasing hereunder, the Company represents and warrants to the Investors
      that:

     

    (a) Organization
      and Standing.
      The
      Company is duly incorporated and validly existing under the laws of the State
      of
      Delaware, and has all requisite corporate power and authority to own or lease
      its properties and assets and to conduct its business as it is presently being
      conducted. The Company does not own any equity interest, directly or indirectly,
      in any other Person or business enterprise. The Company is qualified to do
      business and is in good standing in each jurisdiction in which the failure
      to so
      qualify could reasonably be expected to have a material adverse effect upon
      its
      assets, properties, financial condition, results of operations or
      business.

     

    (b) Capitalization.
      At the
      date of this Agreement, the authorized capital stock of the Company consists
      of
      (i) 30,000,000 shares of Common Stock, of which 16,991,101 shares are issued
      and
      outstanding, and (ii) 10,000,000 shares of Preferred Stock, of which 4,000,000
      shares have been designated Series A Preferred Stock, of which 1,002,017 shares
      are issued and outstanding, and (iv) 6,000,000 shares of undesignated Preferred
      Stock, none of which are issued and outstanding. The Company has no other equity
      securities of any class issued, reserved for issuance or outstanding. Except
      as
      set forth below, there are (x) no outstanding options, offers, warrants,
      conversion rights, contracts or other rights to subscribe for or to purchase
      from the Company, or agreements obligating the Company to issue, transfer,
      or
      sell (whether formal or informal, written or oral, firm or contingent), shares
      of capital stock or other securities of the Company (whether debt, equity,
      or a
      combination thereof) or obligating the Company to grant, extend, or enter into
      any such agreement and (y) no agreements or other understandings (whether formal
      or informal, written or oral, firm or contingent) which require or may require
      the Company to repurchase any of its Common Stock. There are no preemptive
      or
      similar rights with respect to the Company’s capital stock. There are no
      anti-dilution or price adjustment provisions contained in any security issued
      by
      the Company (or in any agreement providing rights to security holders). The
      Company is not a party to, and to the Knowledge of the Company no Stockholder
      is
      a party to, any voting agreements, voting trusts, proxies or any other
      agreements, instruments or understandings with respect to the voting of any
      shares of the capital stock of the Company, or any agreement with respect to
      the
      transferability, purchase or redemption of any shares of the capital stock
      of
      the Company. The issue and sale of the Common Stock to the Investors will not
      obligate the Company to issue any shares of Common Stock or other securities
      to
      any Person (other than the Investors) and will not result in a right of any
      holder of Company securities to adjust the exercise, conversion, exchange or
      reset price under such securities. The outstanding Series A Preferred Shares
      and
      the outstanding Common Stock are all duly and validly authorized and issued,
      fully paid and nonassessable. At June 30, 2006, there were: 1,002,017 shares
      of
      common stock reserved for issuance upon conversion of Series A Preferred Stock;
      295,000 shares reserved for issuance upon exercise of outstanding stock options;
      290,000 shares reserved for issuance upon exercise of outstanding warrants;
      and
      100,000 shares reserved for issuance in connection with stock
      bonuses.

     

    (c) Capacity
      of the Company; Authorization; Execution of Agreements.
      The
      Company has all requisite power, authority, and capacity to enter into this
      Agreement and to perform the transactions and obligations to be performed by
      it
      hereunder. Subject to the Company Stockholder Approval, as contemplated by
      this
      Agreement, the execution and delivery of this Agreement by the Company, and
      the
      performance by the Company of the transactions and obligations contemplated
      hereby, including, without limitation, the issuance and delivery of the shares
      of Common Stock to the Investors hereunder, have been duly authorized by all
      requisite action of the Company. This Agreement has been duly executed and
      delivered by a duly authorized officer of the Company, and constitutes a valid
      and legally binding agreement of the Company, enforceable in accordance with
      its
      terms, except as enforcement thereof may be limited by bankruptcy, insolvency,
      reorganization, moratorium or other similar laws of the United States (both
      state and federal), affecting the enforcement of creditors’ rights or remedies
      in general from time to time in effect and the exercise by courts of equity
      powers or their application of principles of public policy.

     

    
      
        
        

      

      
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    (d) Status
      of shares of Common Stock.
      The
      Common Stock to be issued and purchased hereunder, when issued by the Company
      to
      the Investors and paid for by the Investors pursuant to the terms of this
      Agreement, will (i) be duly authorized, validly issued, fully paid and
      nonassessable, (ii) be issued in compliance with all applicable United States
      federal and state securities laws, (iii) subject to restrictions under this
      Agreement, and applicable United States federal and state securities laws,
      have
      the rights and preferences set forth in the Certificate of Incorporation, and
      (iv) be free and clear of all Liens.

     

    (e) Conflicts;
      Defaults.
      Subject
      to the Company Stockholder Approval, as contemplated by this Agreement, the
      execution and delivery of this Agreement by the Company and the performance
      by
      the Company of the transactions and obligations contemplated hereby and thereby
      to be performed by it will not (i) violate, conflict with, or constitute a
      default under any of the terms or provisions of, the Certificate of
      Incorporation, the Bylaws, or any provisions of, or result in the acceleration
      of any obligation under, any Contract, note, debt instrument, security
      agreement, or other instrument to which the Company is a party or by which
      the
      Company, or any of its assets is bound; (ii) result in the creation or
      imposition of any Liens or claims upon the Company’s assets or upon the
      Company’s Shares; (iii) constitute a violation of any law, statute, judgment,
      decree, order, rule, or regulation of a Governmental Authority applicable to
      the
      Company; or (iv) constitute an event which, after notice or lapse of time or
      both, would result in any of the foregoing. The Company is not presently in
      violation of its Certificate of Incorporation or Bylaws.

     

    (f) SEC
      Filings.
      The SEC
      Filings, when filed, complied in all material respects with the requirements
      of
      the 1934 Act, did not, as of the dates when filed, contain an untrue statement
      of material fact or omit to state a material fact required to be stated therein
      or necessary to make the statements therein not misleading. The SEC Filings
      are
      all of the filings that the Company was required to file with the SEC during
      the
      periods covered thereby and all such filings were made on a timely basis when
      due. The financial statements of the Company included in the SEC Filings
      complied in all material respects with the rules and regulations of the SEC
      with
      respect thereto as in effect at the time of filing. Such financial statements
      have been prepared in accordance with GAAP applied on a consistent basis during
      the periods covered by such financial statements, except as may be otherwise
      specified in such financial statements or the notes thereto, and fairly present
      in all material respects the financial position of the Company as of and for
      the
      dates thereof and for the periods indicated, and the results of operations
      and
      cash flows for the periods then ended, subject, in the case of unaudited
      statements, to normal, immaterial, year-end audit adjustments. All material
      agreements to which the Company is a party or to which the property or assets
      of
      the Company are subject and which are required to be disclosed pursuant to
      the
      1934 Act are included as part of or specifically identified in the SEC
      Filings.

     

    
      
        
        

      

      
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    (g) Material
      Changes.
      Since
      the date of the latest audited financial statements included within the SEC
      Filings, except as specifically disclosed in the SEC Filings, (i) there has
      been
      no event that could result in a Material Adverse Effect, (ii) the Company has
      not incurred any liabilities (contingent or otherwise) other than (A) trade
      payables and accrued expenses incurred in the ordinary course of business
      consistent with past practice and (B) liabilities not required to be reflected
      in the Company’s financial statements pursuant to GAAP as required to be
      disclosed in filings made with the SEC, (iii) the Company has not altered its
      method of accounting or the identity of its auditors, except as disclosed in
      its
      SEC Filings (iv) the Company has not declared or made any dividend or
      distribution of cash or other property to its shareholders or purchased,
      redeemed or made any agreements to purchase or redeem any shares of its capital
      stock, and (v) the Company has not issued any equity securities to any officer,
      director or affiliate. 

     

    (h) Absence
      of Litigation.
      Except
      as described in the SEC Filings, there is no action, suit, claim, proceeding,
      inquiry or investigation before or by any court, public board, government
      agency, self-regulatory organization or body pending or, to the knowledge of
      the
      Company, threatened against or affecting the Company.

     

    (i) Brokers,
      Finders, and Agents.
      The
      Company is not, directly or indirectly, obligated to anyone acting as broker,
      finder, or in any other similar capacity in connection with this Agreement
      or
      the transactions contemplated hereby. No Person has or, immediately following
      the consummation of the transactions contemplated by this Agreement, will have,
      any right, interest or valid claim against the Company or the Investors for
      any
      commission, fee or other compensation as a finder or broker in connection with
      the transactions contemplated by this Agreement, nor are there any brokers’ or
      finders’ fees or any payments or promises of payment of similar nature, however
      characterized, that have been paid or that are or may become payable in
      connection with the transactions contemplated by this Agreement, as a result
      of
      any agreement or arrangement made by the Company.

     

    (j) Application
      of Takeover Protections.
      Except
      as provided in Delaware General Corporation Law Section 203 (“GCL
      203”),
      there
      is no control share acquisition, business combination, poison pill (including
      any distribution under a rights agreement) or other similar anti-takeover
      provision under the Company’s Certificate of Incorporation or Bylaws that is or
      could become applicable to any of the Investors as a result of the Investors
      and
      the Company fulfilling their obligations or exercising their rights under this
      Agreement, including without limitation, as a result of the Company’s issuance
      of the Common Stock and the Investors’ ownership of the Common
      Stock.

     

    (k) Disclosure. All
      disclosure materials provided to the Investors regarding the Company, its
      business and the transactions contemplated hereby, including the Schedules
      to
      this Agreement, furnished by or on behalf of the Company are true and correct
      in
      all material respects and as otherwise contemplated in this Agreement and do
      not
      contain any untrue statement of a material fact or omit to state any material
      fact necessary in order to make the statements made therein not misleading.
      No
      event or circumstance has occurred or information exists with respect to the
      Company or its business, properties, operations or financial condition, which,
      under applicable law, rule or regulation, requires public disclosure or
      announcement by the Company but which has not been so publicly announced or
      disclosed. The Company acknowledges and agrees that no Investor makes or has
      made (i) any representations or warranties with respect to the transactions
      contemplated hereby other than those specifically set forth in Section 4.2
      or
      (ii) any statement, commitment or promise to the Company or any of its
      representatives which is or was an inducement to the Company to enter into
      this
      Agreement. 

     

    4.2 Representations
      and Warranties of the Investors

     

     
      Each of the Investors hereby severally, but not jointly, represents and warrants
      to the Company that:

     

    
      
        
        

      

      
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    (a) Investment
      Intent.
      The
      Common Stock to be purchased by the Investor hereunder is being purchased for
      its own account, not as a nominee or agent, and not with the view to, or for
      resale in connection with, any distribution or public offering thereof within
      the meaning of the 1933 Act. The Investor understands that the Common Stock
      has
      not been registered under the 1933 Act by reason of its issuance in a
      transaction exempt from the registration and prospectus delivery requirements
      of
      the 1933 Act pursuant to Section 4(2) thereof and/or the provisions of Rule
      506
      of Regulation D promulgated thereunder, and under the securities laws of
      applicable states and agrees to deliver to the Company, if requested by the
      Company, an investment letter in customary form. The Investor further
      understands that the certificates representing the Common Stock will bear a
      legend substantially similar to the following and agrees that it will hold
      such
      Common Stock subject thereto:

     

    THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. NEITHER
      THIS SECURITY NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED,
      TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED
      UNDER SAID ACTS AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION
      FROM
      SUCH REGISTRATION IS AVAILABLE AND THE COMPANY SHALL HAVE RECEIVED, AT THE
      EXPENSE OF THE HOLDER HEREOF, EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY
      TO THE COMPANY (WHICH MAY INCLUDE, AMONG OTHER THINGS, AN OPINION OF COUNSEL
      SATISFACTORY TO THE COMPANY).

     

    (b) Capacity
      of the Investor; Execution of Agreement.
      The
      Investor has all requisite power, authority, and capacity to enter into this
      Agreement and to perform the transactions and obligations to be performed by
      it
      hereunder. The execution and delivery of this Agreement, and the performance
      by
      the Investor of the transactions and obligations contemplated hereby have been
      duly authorized by all requisite corporate or individual, as the case may be,
      action of the Investor. This Agreement has been duly executed and delivered
      by
      the Investor and constitutes a valid and legally binding agreement of the
      Investor, enforceable in accordance with its terms, except as enforcement
      thereof may be limited by bankruptcy, insolvency, reorganization, moratorium
      or
      other similar laws, both state and federal, affecting the enforcement of
      creditors’ rights or remedies in general from time to time in effect and the
      exercise by courts of equity powers or their application of principles of public
      policy.

     

    (c) Accredited
      Investor.
      The
      Investor is an “accredited
      investor”
as
      defined in Rule 501(a) of Regulation D promulgated under the 1933
      Act.

     

    (d) Suitability
      and Sophistication.
      The
      Investor has (i) such knowledge and experience in financial and business matters
      that it is capable of independently evaluating the risks and merits of
      purchasing the Common Stock; (ii) independently evaluated the risks and merits
      of purchasing the Common Stock and has independently determined that the shares
      of Common Stock are a suitable investment for it; and (iii) sufficient financial
      resources to bear the loss of its entire investment in the Common Stock. The
      Investor has had an opportunity to review: the Company’s Annual Report on Form
      10-K for the year ended December 31, 2005; the Company’s definitive proxy
      statement filed in connection with its annual meeting held January 6, 2006;
      and
      other filings made by the Company under Section 13(a) of the Exchange Act since
      January 1, 2004 (the “SEC
      Filings”).
      The
      Investor acknowledges that it has had the opportunity to ask questions and
      receive answers concerning the Company and the Common Stock.

     

    (e) Brokers,
      Finders, and Agents.
      The
      Investor is not, directly or indirectly, obligated to anyone acting as broker,
      finder, or in any other similar capacity in connection with this Agreement
      or
      the transactions contemplated hereby. No Person has or, immediately following
      the consummation of the transactions contemplated by this Agreement, will have,
      any right, interest or valid claim against the Company or the Investor for
      any
      commission, fee or other compensation as a finder or broker in connection with
      the transactions contemplated by this Agreement, nor are there any brokers’ or
      finders’ fees or any payments or promises of payment of similar nature, however
      characterized, that have been paid or that are or may become payable in
      connection with the transactions contemplated by this Agreement, as a result
      of
      any agreement or arrangement made by the Investor.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    (f) Nationality;
      Residence.
      The
      Investor is a citizen of the United States of America and a resident of the
      state set forth underneath such Investor’s name on Exhibit
      A
      attached
      to this Agreement.

     

    4.3 Rule
      144

     

    .
      Each of
      the Investors acknowledges that the Common Stock must be held indefinitely
      unless subsequently registered under the 1933 Act or unless an exemption from
      such registration is available. Each of the Investors is aware of the provisions
      of Rule 144 promulgated under the 1933 Act which permit limited resale of shares
      purchased in a private placement subject to the satisfaction of certain
      conditions, including, among other things, the availability of certain current
      public information about the Company, the resale occurring not less than one
      (1)
      year after a party has purchased and paid for the security to be sold, the
      sale
      being effected through a “broker’s transaction” or in transactions directly with
      a “market maker” and the number of shares being sold during any three-month
      period not exceeding specified limitations.

     

    SECTION
      5. COVENANTS
      OF THE PARTIES.

     

    5.1 Commercially
      Reasonable Efforts

     

    .
      Subject
      to the terms and conditions hereof, each party will use commercially reasonable
      efforts to take, or cause to be taken, all actions and to do, or cause to be
      done, all things necessary, proper or advisable under applicable laws and
      regulations to consummate the transactions contemplated by this Agreement as
      promptly as practicable after the date hereof, including (i) preparing and
      filing as promptly as practicable all documentation to effect all necessary
      applications, notices, petitions, filings, tax ruling requests and other
      documents and to obtain as promptly as practicable all consents, waivers,
      licenses, orders, registrations, approvals, permits, tax rulings and
      authorizations necessary or advisable to be obtained from any Person and/or
      any
      Governmental Authority in order to consummate any of the transactions
      contemplated by this Agreement, (ii) executing and delivering such other
      documents, instruments and agreements as any party hereto shall reasonably
      request, and (iii) taking all reasonable steps as may be necessary to obtain
      all
      such material consents, waivers, licenses, registrations, permits,
      authorizations, tax rulings, orders and approvals. In furtherance and not in
      limitation of the foregoing, each party hereto agrees to vigorously defend
      any
      lawsuits or other legal proceedings, whether judicial or administrative,
      challenging this Agreement or the transactions contemplated hereby, including
      seeking to have any stay or temporary restraining order entered by any
      Governmental Authority vacated or reversed. Notwithstanding the foregoing,
      in no
      event shall any party have any obligation, in order to consummate the
      transaction, to (a) take any action(s) that would result in a material adverse
      change in the benefits to the Company on the one hand or to the Investors on
      the
      other of this Agreement, or (b) dispose of any material assets or make any
      material change in its business, or (c) expend any material amount of funds
      or
      otherwise incur any material burden other than those contemplated by this
      Agreement.

     

    5.2 Certain
      Filings; Cooperation in Receipt of Consents.

     

    (a) As
      promptly as practicable after the date hereof, the Company shall prepare and
      file the Proxy Statement with the SEC. The Company shall mail the Proxy
      Statement to its stockholders as promptly as practicable after the SEC staff
      has
      completed its review thereof and, if necessary, after the Proxy Statement shall
      have been so mailed, promptly circulate amended, supplemental or supplemented
      proxy material and, if required in connection therewith, resolicit proxies.
      The
      Proxy Statement will not, at the date it is first mailed to the stockholders
      of
      the Company, contain any untrue statement of a material fact or omit to state
      any material fact required to be stated therein or necessary in order to make
      the statements therein, in light of the circumstances under which they are
      made,
      not misleading, except that no representation or warranty is made by the Company
      with respect to statements made or incorporated by reference therein based
      on
      information supplied by the Investors specifically for inclusion or
      incorporation by reference in the Proxy Statement.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    (b) No
      filing
      of, or any amendment or supplement to, the Proxy Statement will be made by
      the
      Company without providing the Investors the opportunity to review and comment
      thereon. The Company will advise the Investors, promptly after it receives
      notice thereof, of any request by the SEC for amendment of the Proxy Statement
      or comments thereon and responses thereto or requests by the SEC for additional
      information. If, at any time prior to the Closing Date, it is determined that
      any information that is not included in the Proxy Statement should be included
      therein, or in an amendment or supplement thereto, so that the Proxy Statement,
      as amended or supplemented, would not include any misstatement of a material
      fact or omit to state any material fact necessary to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading, an appropriate amendment or supplement describing such information
      shall be promptly filed with the SEC and, to the extent required by law or
      regulation, disseminated to the stockholders of the Company.

     

    (c) The
      Company and the Investors shall cooperate with one another in (i) determining
      whether any other action by or in respect of, or filing with, any Governmental
      Authority is required, or any actions, consents, approvals or waivers are
      required to be obtained from parties to any material contracts, in connection
      with the consummation of the transactions contemplated hereby, and (ii) taking
      or seeking any such other actions, consents, approvals or waivers or making
      any
      such filings, furnishing information required in connection therewith. Each
      party shall permit the other party to review any communication given by it
      to,
      and shall consult with each other in advance of any meeting or conference with,
      any Governmental Authority or, in connection with any proceeding by a private
      party, with any other Person, and to the extent permitted by the applicable
      Governmental Authority or other Person, give the other party the opportunity
      to
      attend and participate in such meetings and conferences, in each case in
      connection with the transactions contemplated hereby.

     

    (d) The
      Company shall timely file all reports required to be filed by it pursuant to
      Section 13(a) of the 1934 Act and all other documents required to be filed
      by it
      with the SEC under the 1933 Act or the 1934 Act from the date of this Agreement
      to the Closing.

     

    5.3 Stockholder
      Meeting

     

    .
      The
      Company shall cause a meeting of its stockholders to be duly called and held
      for
      the purposes of obtaining the Company Stockholder Approval as soon as reasonably
      practicable. Except as provided in the next sentence, (a) the Board of Directors
      of the Company shall recommend approval and adoption by its stockholders of
      the
      proposed amendment to the Certificate of Incorporation and approval of the
      transaction contemplated by this Agreement (the “Company
      Recommendation”),
      and
      the (b) the Company shall use commercially reasonable efforts to solicit the
      Company Stockholder Approval. The Board of Directors of the Company shall be
      permitted to (i) not recommend to the Company’s Stockholders that they give the
      Company Stockholder Approval, or (ii) withdraw or modify in a manner materially
      adverse to the Investors the Company Recommendation, only if the Board of
      Directors by a majority vote determines in its good faith judgment (after
      consultation with outside legal counsel) that it is necessary to withdraw or
      modify the Company Recommendation to comply with its fiduciary duties under
      applicable law.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    5.4 Public
      Announcements

     

    .
      The
      parties shall consult with each other before issuing, and provide each other
      a
      reasonable opportunity to review and comment upon, any press release or public
      statement with respect to this Agreement and the transactions contemplated
      hereby and, except as may be required by applicable law, will not issue any
      such
      press release or make any such public statement prior to such
      consultation.

     

    5.5 Access
      to Information; Notification of Certain Matters.

     

    (a) From
      the
      date hereof to the Closing and subject to applicable law, the Company shall
      (i)
      give to each of the Investors, its counsel, financial advisors, auditors and
      other authorized representatives reasonable access to the offices, properties,
      books and records of the Company, and (ii) furnish or make available to each
      of
      the Investors, its counsel, financial advisors, auditors and other authorized
      representatives such financial and operating data and other information as
      such
      Persons may reasonably request.

     

    (b) Each
      party hereto shall give notice to each other party hereto, as promptly as
      practicable after the event giving rise to the requirement of such notice,
      of:

     

    (i) any
      communication received by such party from, or given by such party to, any
      Governmental Authority in connection with any of the transactions contemplated
      hereby;

     

    (ii) any
      notice or other communication from any Person alleging that the consent of
      such
      Person is or may be required in connection with the transactions contemplated
      by
      this Agreement; and

     

    (iii) any
      actions, suits, claims, investigations or proceedings commenced or, to its
      knowledge, threatened against, relating to or involving or otherwise affecting
      such party or any of its Affiliates that, if pending on the date of this
      Agreement, would have been required to have been disclosed, or that relate
      to
      the consummation of the transactions contemplated by this Agreement;
provided,
      however,
      that
      the delivery of any notice pursuant to this Section 5.5(b) shall not limit
      or
      otherwise affect the remedies available hereunder to the party receiving such
      notice.

     

    5.6 Anti-Takeover
      Provisions

     

    .
      The
      Company’s Board of Directors will take such action as may be necessary to waive
      the applicability of the provisions of GCL 203 to the transactions contemplated
      by this Agreement. 

     

    5.7 Board
      of Directors

     

    .
      The
      Company agrees to set the size of its Board of Directors at five members,
      appoint three designees of Phillip Frost, M.D. to the Board at Closing and
      obtain any necessary resignations from members of the Board so that immediately
      after the Closing the Board of Directors shall consist of five members.


     

    5.8 Interim
      Operations of the Company

     

    .
      During
      the period from the date of this Agreement to the Closing, the Company shall
      conduct its business only in the ordinary course of business consistent with
      past practice, except to the extent otherwise necessary to comply with the
      provisions hereof and with applicable laws and regulations. Additionally, during
      the period from the date of this Agreement to the Closing, except as required
      hereby in connection with this Agreement, the Company shall not, without the
      prior consent of a majority in interest of the Investors, (i) amend or otherwise
      change its Certificate of Incorporation or Bylaws, (ii) issue, sell or authorize
      for issuance or sale (including, but not limited to, by way of stock split
      or
      dividend), shares of any class of its securities or enter into any agreements
      or
      commitments of any character obligating it to issue such securities, other
      than
      in connection with the conversion of shares of preferred stock or the exercise
      of outstanding warrants or outstanding stock options or bonuses granted to
      directors, officers or employees of the Company prior to the date of this
      Agreement; (iii) declare, set aside, make or pay any dividend or other
      distribution (whether in cash, stock or property) with respect to its common
      stock, (iv) redeem, purchase or otherwise acquire, directly or indirectly,
      any
      of its capital stock, (v) enter into any material contract or agreement or
      material transaction or make any material capital expenditure other than those
      relating to the transactions contemplated by this Agreement, (vi) create, incur,
      assume, maintain or permit to exist any indebtedness except as otherwise
      incurred in the ordinary course of business, consistent with past practice,
      (vii) pay, discharge or satisfy claims or liabilities (absolute, accrued,
      contingent or otherwise) other than in the ordinary course of business
      consistent with past practice, (viii) cancel any material debts or waive any
      material claims or rights, (ix) make any loans, advances or capital
      contributions to, or investments in financial instruments of any Person, (x)
      assume, guarantee, endorse or otherwise become responsible for the liabilities
      or other commitments of any other Person, (xi) grant any increase in the
      compensation payable or to become payable by the Company to any of its
      employees, officers or directors or any increase in any bonus, insurance,
      pension or other employee benefit plan, payment or arrangement made to, for
      or
      with any such employees, officers or directors, (xii) enter into any employment
      contract or grant any severance or termination pay or make any such payment
      with
      or to any officer, director or employee of the Company, (xiii) alter in any
      material way the manner of keeping the books, accounts or records of the Company
      or the accounting practices therein reflected other than alterations or changes
      required by GAAP or applicable law, (xiv) enter into any indemnification,
      contribution or similar contract pursuant to which the Company may be required
      to indemnify any other Person or make contributions to any other Person, (xv)
      amend or terminate any existing contracts in any manner that would result in
      any
      material liability to the Company for or on account of such amendment or
      termination or (xvi) or change any existing or adopt any new tax accounting
      principle, method of accounting or tax election except as provided herein or
      agreed to in writing by the Investors. Among other things, the Company agrees
      to
      take such actions as may be necessary to suspend the automatic grants of stock
      options to directors.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    5.9 Voting
      Agreements.
      Each
      Investor hereby agrees that he will enter into the Investor Voting Agreement
      and
      will deliver the Agreement to the Company at or prior to the Closing.
      Simultaneously with the execution of this Agreement, or within ten days thereof,
      each director of the Company will enter into the Stockholder Voting Agreement.
      The Company further agrees to use commercially reasonable efforts to have the
      Stockholder Voting Agreements executed by each director of the Company and
      each
      holder of more than 5% of the issued and outstanding stock of the
      Company.

     

    SECTION
      6. CONDITIONS.

     

    6.1 Conditions
      to the Obligations of Each Party.

     

     
      The obligations of the Company and the Investors to consummate the transactions
      contemplated by this Agreement are subject to the satisfaction of the following
      conditions:

     

    (a) The
      Company Stockholder Approval shall have been obtained;

     

    (b) No
      Governmental Authority of competent authority or jurisdiction shall have issued
      any order, injunction or decree, or taken any other action, that is in effect
      and restrains, enjoins or otherwise prohibits the consummation of the
      transactions contemplated hereby; and

     

    (c) The
      parties shall have obtained or made all consents, approvals, actions, orders,
      authorizations, registrations, declarations, announcements and filings
      contemplated by this Agreement.

     

    6.2 Conditions
      to the Obligations of the Company.

     

     
      The obligations of the Company to consummate the transactions contemplated
      by
      this Agreement are subject to the satisfaction of the following further
      conditions:

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    (a) The
      Investors shall have performed in all material respects all of their obligations
      hereunder required to be performed by it at or prior to the
      Closing;

     

    (b) The
      representations and warranties of each of the Investors contained in this
      Agreement shall have been true and correct when made and at and as of the time
      of the Closing as if made at and as of such time (except to the extent any
      such
      representation or warranty expressly speaks as of an earlier date, in which
      case
      it shall be true and correct as of such date);

     

    (c) The
      Company shall have received a certificate signed by each of the Investors to
      the
      foregoing effect; and

     

    6.3 Conditions
      to the Obligations of the Investors.

     

     
      The obligations of the Investors to consummate the transactions contemplated
      by
      this Agreement are subject to the satisfaction of the following further
      conditions:

     

    (a) The
      Company shall have performed in all material respects all of its obligations
      hereunder required to be performed by it at or prior to the
      Closing;

     

    (b) The
      representations and warranties of the Company contained in this Agreement shall
      have been true and correct when made and at and as of the time of the Closing
      as
      if made at and as of such time (except to the extent any such representation
      or
      warranty expressly speaks as of an earlier date, in which case it shall be
      true
      and correct as of such date); 

     

    (c) The
      Investors shall have received a certificate signed by the president or acting
      president of the Company to the foregoing effect;and

     

    SECTION
      7. TERMINATION.

     

    7.1 Termination.

     

     
      This Agreement may be terminated at any time prior to the Closing by written
      notice by the terminating party to the other party (except if such termination
      is pursuant to Section 7.1(a)), whether before or after the Company Stockholder
      Approval shall have been obtained: 

     

    (a) by
      mutual
      written agreement of the Investors and the Company;

     

    (b) by
      either
      the Investors or the Company, if

     

    (i) the
      transactions contemplated by this Agreement shall not have been consummated
      by
      January 31, 2007 (the “End
      Date”);
      provided,
      however,
      that
      the right to terminate this Agreement under this Section 7.1(b)(i) shall not
      be
      available to any party whose breach of any provision of or whose failure to
      perform any obligation under this Agreement has been the cause of, or has
      resulted in, the failure of the transactions to occur on or before the End
      Date;

     

    (ii) a
      judgment, injunction, order or decree of any Governmental Authority having
      competent jurisdiction enjoining the Company or the Investors from consummating
      the transactions contemplated by this Agreement is entered and such judgment,
      injunction, judgment or order shall have become final and nonappealable and,
      prior to such termination, the parties shall have used their respective
      commercially reasonable efforts to resist, resolve or lift, as applicable,
      such
      judgment, injunction, order or decree; provided, however, that the right to
      terminate this Agreement under this Section 7.1(b)(ii) shall not be available
      to
      any party whose breach of any provision of or whose failure to perform any
      obligation under this Agreement has been the cause of such judgment, injunction,
      order or decree; or

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    (iii) at
      the
      Company Stockholders Meeting (including any adjournment or postponement
      thereof), the Company Stockholder Approval shall not have been obtained;
      or

     

    (c) by
      the
      Company:

     

    (i) if
      a
      breach of or failure to perform any representation, warranty, covenant or
      agreement on the part of the Investors set forth in this Agreement shall have
      occurred which would cause the conditions set forth in Sections 6.2(a) or 6.2(b)
      not to be satisfied, and either such condition shall be incapable of being
      satisfied by the End Date or such breach or failure to perform has not been
      cured within 10 days after notice of such breach or failure to perform has
      been
      given by the Company to the Investors.

     

    (d) by
      the
      Investors:

     

    (i) if
      a
      breach of or failure to perform any representation, warranty, covenant or
      agreement on the part of the Company set forth in this Agreement shall have
      occurred which would cause the conditions set forth in Sections 6.3(a) or 6.3(b)
      not to be satisfied, and either such condition is incapable of being satisfied
      by the End Date or such breach or failure to perform has not been cured within
      10 days after notice of such breach or failure to perform has been given by
      the
      Investors to the Company.

     

    7.2 Effect
      of Termination.

     

     
If
      this Agreement is terminated pursuant to Section 7.1, except as set forth in
      Section 7.3 below, there shall be no liability or obligation on the part of
      the
      Investors or the Company, or any of their respective officers, directors,
      shareholders, agents or Affiliates, except that the provisions of this Section
      7.2, Section 7.3 and Section 8 of this Agreement shall remain in full force
      and
      effect and survive any termination of this Agreement and except that,
      notwithstanding anything to the contrary contained in this Agreement, neither
      the Company nor the Investors shall be relieved of or released from any
      liabilities or damages arising out of its material breach of or material failure
      to perform its obligations under this Agreement.

     

    7.3 Termination
      Fee and Expenses.

     

    (a) Whether
      or not the transactions contemplated by this Agreement are consummated and
      subject to Section 2.3 of this Agreement, all fees and expenses incurred in
      connection with this Agreement and the transactions contemplated hereby shall
      be
      paid by the party incurring such expenses; provided, however, if any party
      shall
      terminate this Agreement pursuant to Section 7.1(b)(iii) due to the failure
      to
      obtain the Company Stockholder Approval and the Company shall have exercised
      its
      rights under Section 5.3 of this Agreement to (i) not recommend to the Company’s
      Stockholders that they give the Company Stockholder Approval or (ii) withdraw
      or
      modify in a manner materially adverse to the Investors the Company
      Recommendation, the Company shall pay the Investors an aggregate termination
      fee
      equal to $300,000, which shall be paid pro rata to the Investors, based on
      that
      portion of the aggregate purchase price to be paid for the Common Stock by
      each
      Investor, as set forth on Exhibit
      A.

     

    (b) Notwithstanding
      anything to the contrary contained in this Agreement, the Company shall not
      be
      required to pay a termination fee to the Investors if at the time of termination
      of this Agreement one or more of the Investors are in material breach of this
      Agreement or has (have) materially failed to perform its/their obligations
      under
      this Agreement and such breach or failure to perform would give rise to a right
      on the part of the Company to terminate this Agreement pursuant to Section
      7.1(c).

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    SECTION
      8. MISCELLANEOUS.

     

    8.1 Waivers
      and Amendments.

     

     
      This Agreement may be amended or modified in whole or in part only by a writing
      which makes reference to this Agreement executed by the Investors and the
      Company. The obligations of either party hereunder may be waived (either
      generally or in a particular instance and either retroactively or prospectively)
      only with the written consent of the party claimed to have given the waiver;
      provided,
      however,
      that
      any waiver by any party of any violation of, breach of, or default under any
      provision of this Agreement or any other agreement provided for herein shall
      not
      be construed as, or constitute, a continuing waiver of such provision, or waiver
      of any other violation of, breach of or default under any other provision of
      this Agreement or any other agreement provided for herein.

     

    8.2 Entire
      Agreement.

     

     
      This Agreement (together with the Schedules and the Exhibits hereto) and the
      other agreements and instruments expressly provided for herein, together set
      forth the entire understanding of the parties hereto and supersede in their
      entirety all prior contracts, agreements, arrangements, communications,
      discussions, representations, and warranties, whether oral or written, among
      the
      parties with respect to the subject matter hereof.

     

    8.3 Governing
      Law.

     

     
      This Agreement shall in all respects be governed by and construed in accordance
      with the internal substantive laws of the State of New York without giving
      effect to the principles of conflicts of law thereof.

     

    8.4 Notices.

     

     
      Any notice, request or other communication required or permitted hereunder
      shall
      be in writing and be deemed to have been duly given (a) when personally
      delivered or sent by facsimile transmission (the receipt of which is confirmed
      in writing), (b) one Business Day after being sent by a nationally recognized
      overnight courier service or (c) five Business Days after being sent by
      registered or certified mail, return receipt requested, postage prepaid, to
      the
      parties at their respective addresses set forth below. 

     

    If
      to the
      Company:     eXegenics
      Inc.

    1250
      Pittsford-Victor Road

    Pittsford,
      New York 14534

    Attention:
      John
      A. Paganelli, Chairman

    Facsimile:
      (585)
      383-4291

    with
      a
      copy to:

     

    Harris
      Beach PLLC

    99
      Garnsey Road

    Pittsford,
      New York 14534

    Attention:
      Thomas E. Willett, Esq.

    Facsimile:
      (585) 419-8818

    


    If
      to
      Investors:  

    


    At
      the
      addresses set forth across from each Investor’s name on Exhibit
      A
      hereto.

    


    with
      a
      copy to:            
Steven
      D.
      Rubin, Esq.

    4400
      Biscayne Boulevard

    Miami,
      Florida 33137

    Facsimile:
      (305) 575-6049

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    Any
      party
      by written notice to the other may change the address or the persons to whom
      notices or copies thereof shall be directed.

     

    8.5 Counterparts;
      Facsimile Signatures.

     

     
      This Agreement may be executed in any number of counterparts, each of which
      shall be deemed to be an original, and all of which together will constitute
      one
      and the same instrument. Any facsimile copy of this Agreement will be deemed
      an
      original for all purposes.

     

    8.6 Successors
      and Assigns.

     

     
      This Agreement shall be binding upon and shall inure to the benefit of the
      parties hereto and their respective successors and permitted assigns, except
      that the Company may not assign or transfer its rights hereunder without the
      prior written consent of the Investors.

     

    8.7 Third
      Parties.

     

     
      Nothing expressed or implied in this Agreement is intended, or shall be
      construed, to confer upon or give any Person other than the parties hereto
      and
      their successors and assigns any rights or remedies under or by reason of this
      Agreement.

     

    8.8 Schedules.

     

     
      The Schedules and Exhibit
      A
      attached
      to this Agreement are incorporated herein and shall be part of this Agreement
      for all purposes.

     

    8.9 Headings.

     

     
      The headings in this Agreement are solely for convenience of reference and
      shall
      not be given any effect in the construction or interpretation of this
      Agreement.

     

    8.10 Interpretation.

     

     
      Whenever the context may require, any pronoun used herein shall include the
      corresponding masculine, feminine or neuter forms, and the singular form of
      nouns, pronouns and verbs shall include the plural and vice versa. 

     

     

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    SIGNATURE
      PAGE TO

    STOCK
      PURCHASE AGREEMENT

    BY
      AND AMONG

    EXEGENICS,
      INC.

    AND

    THE
      INVESTORS

     

    IN
      WITNESS WHEREOF, the Company and each of the Investors have executed this
      Agreement as of the date first above written.

     

    The
      Company:

     

    eXegenics
      Inc.

     

    By:
      /s/
      John A. Paganelli

     

    Name:
      John
      A. Paganelli

     

    Title:
      Chairman

     

    The
      Investors:         
 Frost
      Gamma Investments Trust

     

    By:
      /s/
      Phillip Frost, M.D.

    Phillip
      Frost, M.D., Sole Trustee

    


    New
      Valley, LLC

    


    By:
      /s/
      Howard M. Lorber

    Howard
      M.
      Lorber, Manager

     

    By:
      /s/ Richard J. Lampen

    Richard
      J. Lampen, Manager

     

    RFJM
      Partners, LLC

    By:
      /s/ Jeffrey Markowitz

    Jeffrey
      Markowitz, Managing Member

     

    MZ
      Trading LLC

    By:
      /s/ Mark Zeitchick

    Mark
      Zeitchick, Manager

     

    HARTER
      FINANCIAL INC.

    By:
      /s/ James H. Pettzantis

    James
      H. Pettzantis, VP, CFO

     

    ENCORE
      ATLANTIC FUND, LLC

    By:
      /s/ Richard J. Rosenstock

    Richard
      J. Rosenstock, Managing Member

     

    /s/
      Joseph E. DeLuca

    /s/
      Diane DeLuca

    /s/
      Robert Sudack

    /s/
      Roni Rosenstock

    /s/
      Franklin N. Wolf

    /s/
      Marie Y. Wolf

     

    


     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    SCHEDULE
      OF PURCHASERS

     

    


     

    
      	
              Name,
                Address 

              and
                State of Residence

            	 	
              Number
                of Shares of Common Stock

              to
                be Purchased

            	 	
              Aggregate
                Purchase

              Price
                for Shares

            
	
              Frost
                Gamma Investments Trust

              4400
                Biscayne Blvd, Miami Florida 33137

              Attn:
                Phillip Frost, M.D., Sole Trustee

              Fax:
                (305) 575-6016

            	 	
              15490546

            	 	
              $6,863,000.00

            
	
              New
                Valley LLC

              100
                S.E. Second Street, 32nd
                Floor, Miami, Florida 33131

              Attn:
                Richard J. Lampen, Manager

              Attn:
                Howard Lorber, Manager

              Fax:
                (305) 579-8009

            	 	
              2,257,110

            	 	
              $1,000,000.00

            
	
              RFJM
                LLC

              900
                3rd
                Avenue, Suite 201

              New
                York, New York 10022

              Attn:
                Richard Friedman

              Fax:
                (646) 660-9613

            	 	
              225711
                

            	 	
              $100,000

            
	
              MZ
                Trading LLC

              961
                Hyacinth Dr.

              Del
                Ray Beach, FL 33483

              Attn:
                Mark Zeitchick

              Fax:
                (561) 620-2111

            	 	
              112,856

            	 	
              $50,000

            
	
              Joseph
                and Diane DeLuca

              5
                Stone Ridge Road

              Sussex,
                New Jersey 07461

              Fax:
                (973) 209-1895

            	 	
              282,139

            	 	
              $125,000

            
	
              Harter
                Financial Inc.

              17
                Village Road

              New
                Vernon, NJ 07976

              Fax:
                (973) 734-0101

            	 	
              112,856

            	 	
              $50,000

            
	
              Ms.
                Marie V. Wolf

              15
                Sutton Drive, Box 150

              New
                Vernon, NJ 07976

              Fax:
                (973) 734-0101

            	 	
              282,139

            	 	
              $125,000

            
	
              Ms.
                Ronnie Rosenstock

              194
                Tempo Place

              Eastport,
                New York 11941

              Fax:
                (631) 325-1572

            	 	
              112,856

            	 	
              $50,000

            
	
              Mr.
                Robert Sudack

              1025
                Fifth Avenue

              New
                York, New York 10028

              Fax:
                (718) 786-9310

            	 	
              112,856

            	 	
              $50,000

            
	
              Encore
                Atlantic LLC

              194
                Tempo Place

              Eastport,
                New York 11941

              Attn:
                Richard Rosenstock

              Fax:
                (631) 325-1572

            	 	
              451,422

            	 	
              $200,000

            


    

    


    
      
        
        

      

      18