SECURITIES PURCHASE AGREEMENT



      This Securities Purchase Agreement (this "Agreement") is dated as of

January 6, 2006, by and among Oragenics, Inc, a Florida corporation (the

"Company) and George Hawes and his assignees (each a "Purchaser" and

collectively the "Purchasers").



      WHEREAS, subject to the terms and conditions set forth in this Agreement

and pursuant to applicable exemptions from registration under the Securities Act

of 1933, the Company desires to issue and sell to each Purchaser, and each

Purchaser, severally and not jointly, desires to purchase from the Company

shares of Common Stock and Warrants to purchase shares of Common Stock as set

forth herein.



      NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this

Agreement, and for other good and valuable consideration the receipt and

adequacy of which are hereby acknowledged, the parties agree as follows:



                                   DEFINITIONS



            Definitions. In addition to the terms defined elsewhere in this

Agreement, for all purposes of this Agreement, the following terms have the

meanings indicated in this Section 1.1:



      "Action" shall have the meaning ascribed to such term in Section 3.1(j).



      "Affiliate" means any Person that, directly or indirectly through one or

more intermediaries, controls or is controlled by or is under common control

with a Person as such terms are used in and construed under Rule 144. With

respect to a Purchaser, any investment fund or managed account that is managed

on a discretionary basis by the same investment manager as such Purchaser will

be deemed to be an Affiliate of such Purchaser.



      "Business Day" means any day except Saturday, Sunday and any day which

shall be a federal legal holiday or a day on which banking institutions in the

State of New York are authorized or required by law or other governmental action

to close.



      "Closing" means the closing of the purchase and sale of the Shares and the

Warrants pursuant to Section 2.1.



      "Closing Date" means the date of the Closing.



      "Commission" means the Securities and Exchange Commission. ----------



      "Common Stock" means the common stock of the Company, $0.001 par value per

share, and any securities into which such common stock may hereafter be

reclassified.



      "Disclosures" means the Disclosure Schedules, if any, attached as Annex I

hereto.



      "Exchange Act" means the Securities Exchange Act of 1934, as amended.



      "Intellectual Property Rights" shall have the meaning ascribed to such

term in Section 3.1(o).



      "Liens" means a lien, charge, security interest, encumbrance, right of

first refusal or other restriction.



<PAGE>



      "Material Adverse Effect" shall have the meaning ascribed to such term in

Section 3.1(b).



      "Material Permits" shall have the meaning ascribed to such term in Section

3.1(m).



      "Person" means an individual or corporation, partnership, trust,

incorporated or unincorporated association, joint venture, limited liability

company, joint stock company, government (or an agency or subdivision thereof)

or other entity of any kind.



      "Purchase Price" means, as to each Purchaser and the Closing, the amounts

set forth below such Purchaser's signature block on the signature page hereto,

in United States dollars and in immediately available funds.



      "Registration Rights Agreement" means the Registration Rights Agreement,

dated as of the date of this Agreement, among the Company and each Purchaser, in

the form of Exhibit A hereto.



      "Registration Statement" means a registration statement meeting the

requirements set forth in the Registration Rights Agreement and covering the

resale by the Purchasers of the Shares and the Warrant Shares.



      "Rule 144" means Rule 144 promulgated by the Commission pursuant to the

Securities Act, as such Rule may be amended from time to time, or any similar

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