SECURITIES PURCHASE AGREEMENT



      SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of November 14,

2005, by and among Advanced Biophotonics Inc., a Delaware corporation, with

headquarters located at 125 Wilbur Place, Suite 120, Bohemia, NY 11716 (the

"Company"), and each of the purchasers set forth on the signature pages hereto

(the "Buyers").



      WHEREAS:



      A. The Company and the Buyers are executing and delivering this Agreement

in reliance upon the exemption from securities registration afforded by the

rules and regulations as promulgated by the United States Securities and

Exchange Commission (the "SEC") under the Securities Act of 1933, as amended

(the "1933 Act");



      B. Buyers desire to purchase and the Company desires to issue and sell,

upon the terms and conditions set forth in this Agreement (i) 8% secured

convertible notes of the Company, in the form attached hereto as Exhibit "A", in

the aggregate principal amount of Four Million Dollars ($4,000,000) (together

with any note(s) issued in replacement thereof or as a dividend thereon or

otherwise with respect thereto in accordance with the terms thereof, the

"Notes"), convertible into shares of common stock, par value $.001 per share, of

the Company (the "Common Stock"), upon the terms and subject to the limitations

and conditions set forth in such Notes and (ii) warrants, in the form attached

hereto as Exhibit "B", to purchase 4,000,000 shares of Common Stock (the

"Warrants").



      C. Each Buyer wishes to purchase, upon the terms and conditions stated in

this Agreement, such principal amount of Notes and number of Warrants as is set

forth immediately below its name on the signature pages hereto; and



      D. Contemporaneous with the execution and delivery of this Agreement, the

parties hereto are executing and delivering a Registration Rights Agreement, in

the form attached hereto as Exhibit "C" (the "Registration Rights Agreement"),

pursuant to which the Company has agreed to provide certain registration rights

under the 1933 Act and the rules and regulations promulgated thereunder, and

applicable state securities laws.



      NOW THEREFORE, the Company and each of the Buyers severally (and not

jointly) hereby agree as follows:



            1. PURCHASE AND SALE OF NOTES AND WARRANTS.



                  a. Purchase of Notes and Warrants. On the Closing Date (as

defined below), the Company shall issue and sell to each Buyer and each Buyer

severally agrees to purchase from the Company such principal amount of Notes and

number of Warrants as is set forth immediately below such Buyer's name on the

signature pages hereto.



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                  b. Form of Payment. On the Closing Date (as defined below),

(i) each Buyer shall pay the purchase price for the Notes and the Warrants to be

issued and sold to it at the Closing (as defined below) (the "Purchase Price")

by wire transfer of immediately available funds to the Company, in accordance

with the Company's written wiring instructions, against delivery of the Notes in

the principal amount equal to the Purchase Price and the number of Warrants as

is set forth immediately below such Buyer's name on the signature pages hereto,

and (ii) the Company shall deliver such Notes and Warrants duly executed on

behalf of the Company, to such Buyer, against delivery of such Purchase Price.



                  c. Closing Date. Subject to the satisfaction (or written

waiver) of the conditions thereto set forth in Section 6 and Section 7 below,

the date and time of the issuance and sale of the Notes and the Warrants

pursuant to this Agreement (the "Closing Date") shall be 12:00 noon, Eastern

Standard Time on November 14, 2005, or such other mutually agreed upon time. The

closing of the transactions contemplated by this Agreement (the "Closing") shall

occur on the Closing Date at such location as may be agreed to by the parties.



            2. BUYERS' REPRESENTATIONS AND WARRANTIES. Each Buyer severally (and

not jointly) represents and warrants to the Company solely as to such Buyer

that:



                  a. Investment Purpose. As of the date hereof, the Buyer is

purchasing the Notes and the shares of Common Stock issuable upon conversion of

or otherwise pursuant to the Notes (including, without limitation, such

additional shares of Common Stock, if any, as are issuable (i) on account of

interest on the Notes, (ii) as a result of the events described in Sections 1.3

and 1.4(g) of the Notes and Section 2(c) of the Registration Rights Agreement or

(iii) in payment of the Standard Liquidated Damages Amount (as defined in

Section 2(f) below) pursuant to this Agreement, such shares of Common Stock

being collectively referred to herein as the "Conversion Shares") and the

Warrants and the shares of Common Stock issuable upon exercise thereof (the

"Warrant Shares" and, collectively with the Notes, Warrants and Conversion

Shares, the "Securities") for its own account and not with a present view

towards the public sale or distribution thereof, except pursuant to sales

registered or exempted from registration under the 1933 Act; provided, however,

that by making the representations herein, the Buyer does not agree to hold any

of the Securities for any minimum or other specific term and reserves the right

to dispose of the Securities at any time in accordance with or pursuant to a

registration statement or an exemption under the 1933 Act.



                  b. Accredited Investor Status. The Buyer is an "accredited

investor" as that term is defined in Rule 501(a) of Regulation D (an "Accredited

Investor").



                  c. Reliance on Exemptions. The Buyer understands that the

Securities are being offered and sold to it in reliance upon specific exemptions

from the registration requirements of United States federal and state securities

laws and that the Company is relying upon the truth and accuracy of, and the

Buyer's compliance with, the representations, warranties, agreements,

acknowledgments and understandings of the Buyer set forth herein in order to

determine the availability of such exemptions and the eligibility of the Buyer

to acquire the Securities.





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                  d. Information. The Buyer and its advisors, if any, have been,

and for so long as the Notes and Warrants remain outstanding will continue to

be, furnished with all materials relating to the business, finances and

operations of the Company and materials relating to the offer and sale of the

Securities which have been requested by the Buyer or its advisors. The Buyer and

its advisors, if any, have been, and for so long as the Notes and Warrants

remain outstanding will continue to be, afforded the opportunity to ask

questions of the Company. Notwithstanding the foregoing, the Company has not

disclosed to the Buyer any material nonpublic information and will not disclose

such information unless such information is disclosed to the public prior to or

promptly following such disclosure to the Buyer. Neither such inquiries nor any

other due diligence investigation conducted by Buyer or any of its advisors or

representatives shall modify, amend or affect Buyer's right to rely on the

Company's representations and warranties contained in Section 3 below. The Buyer

understands that its investment in the Securities involves a significant degree

of risk. The Buyers are not aware of any facts that may constitute a breach of

any of the Company's representations and warranties made herein.



                  e. Governmental Review. The Buyer understands that no United

States federal or state agency or any other government or governmental agency

has passed upon or made any recommendation or endorsement of the Securities.



                  f. Transfer or Re-sale. The Buyer understands that (i) except

as provided in the Registration Rights Agreement, the sale or re-sale of the

Securities has not been and is not being registered under the 1933 Act or any

applicable state securities laws, and the Securities may not be transferred

unless (a) the Securities are sold pursuant to an effective registration

statement under the 1933 Act, (b) the Buyer shall have delivered to the Company

an opinion of counsel reasonably acceptable to the Company and its counsel that

shall be in form, substance and scope customary for opinions of counsel in

comparable transactions to the effect that the Securities to be sold or

transferred may be sold or transferred pursuant to an exemption from such

registration, which opinion shall be accepted by the Company, (c) the Securities

are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated

under the 1933 Act (or a successor rule) ("Rule 144")) of the Buyer who agrees

to sell or otherwise transfer the Securities only in accordance with this

Section 2(f) and who is an Accredited Investor, (d) the Securities are sold

pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S

under the 1933 Act (or a successor rule) ("Regulation S"), and the Buyer shall

have delivered to the Company an opinion of counsel reasonably acceptable to the

Company and its counsel that shall be in form, substance and scope customary for

opinions of counsel in corporate transactions, which opinion shall be accepted

by the Company; (ii) any sale of such Securities made in reliance on Rule 144

may be made only in accordance with the terms of said Rule and further, if said

Rule is not applicable, any re-sale of such Securities under circumstances in

which the seller (or the person through whom the sale is made) may be deemed to

be an underwriter (as that term is defined in the 1933 Act) may require

compliance with some other exemption under the 1933 Act or the rules and

regulations of the SEC thereunder; and (iii) neither the Company nor any other

person is under any obligation to register such Securities under the 1933 Act or

any state securities laws or to comply with the terms and conditions of any

exemption thereunder (in each case, other than pursuant to the Registration

Rights Agreement). Notwithstanding the foregoing or anything else contained

herein to the contrary, the Securities may be pledged as collateral in

connection with a bona fide margin account or other lending arrangement. In the

event that the Company does not accept the opinion of counsel provided by the

Buyer with respect to the transfer of Securities pursuant to an exemption from

registration, such as Rule 144 or Regulation S, within three (3) business days

of delivery of the opinion to the Company, the Company shall pay to the Buyer

liquidated damages of two percent (2%) of the outstanding amount of the Notes

per month plus accrued and unpaid interest on the Notes, prorated for partial

months, in cash or shares at the option of the Company ("Standard Liquidated

Damages Amount"). If the Company elects to be pay the Standard Liquidated

Damages Amount in shares of Common Stock, such shares shall be issued at the

Conversion Price at the time of payment. Notwithstanding anything herein to the

contrary, in the event the Company has to pay the Standards Liquidated Damages

Amount pursuant to any provision of this Agreement, the Buyers shall first have

to give the Company advance written notice of such breach and in such event, the

Company shall have 30 days from the receipt of such notice to cure such breach

before the Standard Liquidated Damages Amount shall be due and payable to the

Buyers.





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                  g. Legends. The Buyer understands that the Notes and the

Warrants and, until such time as the Conversion Shares and Warrant Shares have

been registered under the 1933 Act as contemplated by the Registration Rights

Agreement or otherwise may be sold pursuant to Rule 144 or Regulation S without

any restriction as to the number of securities as of a particular date that can

then be immediately sold, the Conversion Shares and Warrant Shares may bear a

restrictive legend in substantially the following form (and a stop-transfer

order may be placed against transfer of the certificates for such Securities):



            "The securities represented by this certificate have not been

            registered under the Securities Act of 1933, as amended. The

            securities may not be sold, transferred or assigned in the absence

            of an effective registration statement for the securities under said

            Act, or an opinion of counsel, in form, substance and scope

            customary for opinions of counsel in comparable transactions, that

            registration is not required under said Act or unless sold pursuant

            to Rule 144 or Regulation S under said Act."



      The legend set forth above shall be removed and the Company shall issue a

certificate without such legend to the holder of any Security upon which it is

stamped, if, unless otherwise required by applicable state securities laws, (a)

such Security is registered for sale under an effective registration statement

filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or

Regulation S without any restriction as to the number of securities as of a

particular date that can then be immediately sold, or (b) such holder provides

the Company with an opinion of counsel, in form, substance and scope customary

for opinions of counsel in comparable transactions, which opinion shall be

reasonably acceptable to the Company's counsel, to the effect that a public sale

or transfer of such Security may be made without registration under the 1933

Act, which opinion shall be accepted by the Company so that the sale or transfer

is effected or (c) such holder provides the Company with reasonable assurances

that such Security can be sold pursuant to Rule 144 or Regulation S. The Buyer

agrees to sell all Securities, including those represented by a certificate(s)

from which the legend has been removed, in compliance with applicable prospectus

delivery requirements, if any.





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                  h. Authorization; Enforcement. This Agreement and the

Registration Rights Agreement have been duly and validly authorized. This

Agreement has been duly executed and delivered on behalf of the Buyer, and this

Agreement constitutes, and upon execution and delivery by the Buyer of the

Registration Rights Agreement, such agreement will constitute, valid and binding

agreements of the Buyer enforceable in accordance with their terms.



                  i. Residency. The Buyer is a resident of the jurisdiction set

forth immediately below such Buyer's name on the signature pages hereto.



            3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company

represents and warrants to each Buyer that:



                  a. Organization and Qualification. The Company and each of its

Subsidiaries (as defined below), if any, is a corporation duly organized,

validly existing and in good standing under the laws of the jurisdiction in

which it is incorporated, with full power and authority (corporate and other) to

own, lease, use and operate its properties and to carry on its business as and

where now owned, leased, used, operated and conducted. Schedule 3(a) sets forth

a list of all of the Subsidiaries of the Company and the jurisdiction in which

each is incorporated. The Company and each of its Subsidiaries is duly qualified

as a foreign corporation to do business and is in good standing in every

jurisdiction in which its ownership or use of property or the nature of the

business conducted by it makes such qualification necessary except where the

failure to be so qualified or in good standing would not have a Material Adverse

Effect. "Material Adverse Effect" means any of (i) a material and adverse effect

on the legality, validity or enforceability of any document executed in

connection with this financing, (ii) a material and adverse effect on the

results of operations, assets, prospects, business or condition (financial or

otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) an

adverse impairment to the Company's ability to perform under any of the

documents executed in connection with this financing. "Subsidiaries" means any

corporation or other organization, whether incorporated or unincorporated, in

which the Company owns, directly or indirectly, any equity or other ownership

interest.



                  b. Authorization; Enforcement. (i) Subject to Stockholder

Approval (as such term is defined in Section 4(n)), the Company has all

requisite corporate power and authority to enter into and perform this

Agreement, the Registration Rights Agreement, the Notes and the Warrants and to

consummate the transactions contemplated hereby and thereby and to issue the

Securities, in accordance with the terms hereof and thereof, (ii) the execution

and delivery of this Agreement, the Registration Rights Agreement, the Notes and

the Warrants by the Company and the consummation by it of the transactions

contemplated hereby and thereby (including without limitation, the issuance of

the Notes and the Warrants and the issuance and reservation for issuance of the

Conversion Shares and Warrant Shares issuable upon conversion or exercise

thereof) have been duly authorized by the Company's Board of Directors and no

further consent or authorization of the Company, its Board of Directors, or its

shareholders is required, (iii) this Agreement has been duly executed and

delivered by the Company by its authorized representative, and such authorized

representative is the true and official representative with authority to sign

this Agreement and the other documents executed in connection herewith and bind

the Company accordingly, and (iv) this Agreement constitutes, and upon execution

and delivery by the Company of the Registration Rights Agreement, the Notes and

the Warrants, each of such instruments will constitute, a legal, valid and

binding obligation of the Company enforceable against the Company in accordance

with its terms.





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                  c. Capitalization. As of the date hereof, the authorized

capital stock of the Company consists of (i) 50,000,000 shares of Common Stock,

of which 30,395,772 shares are issued and outstanding, 8,738,499 shares are

reserved for issuance pursuant to the Company's stock option plans, 22,738,304

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