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CREDIT AGREEMENT

THIS CREDIT AGREEMENT (this Agreement), dated as of March 27, 2007 (the Initial Closing Date), is entered into by and among eXegenics Inc., a Delaware corporation (Borrower), The Frost Group, LLC, a Florida limited liability company (the Frost Group) and Acuity Pharmaceuticals, LLC, a Delaware limited liability company formerly known as Acuity Pharmaceuticals, Inc. (Acuity).

WHEREAS, on January 11, 2007, the Frost Group entered into that certain Master Agreement (the Master Agreement) with Acuity and Froptix Corporation, a Florida corporation (Froptix), whereby the Frost Group, among other things, agreed to extend up to a $7,000,000 line of credit to Acuity.

WHEREAS, on March 27, 2007, Acuity and Froptix entered into a Merger Agreement and Plan of Reorganization (the Merger Agreement) with Borrower and certain of its subsidiaries, pursuant to which Borrower agreed (i) to assume the obligations of Acuity under the Master Agreement and the Subordinated Note and Security Agreement executed and delivered by Acuity in connection therewith (the Original Note) and (ii) to enter into a credit agreement on substantially the terms set forth in the Master Agreement (capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement).

WHEREAS, the Merger Agreement further provides that Borrower and the Frost Group increase the amount of available borrowings under the Master Agreement and Original Note to provide Borrower with a subordinated secured line of credit (the Line of Credit) in the amount of $12,000,000 (the Available Amount) on the terms set forth herein.

NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly and mutually acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I
LINE OF CREDIT

Section 1.1. Assumption. Acuity hereby assigns, and Borrower hereby assumes from Acuity, all rights and liabilities outstanding under the Master Agreement and Original Note, whether for principal, accrued interest, expenses and otherwise, and Borrower agrees to discharge all such liabilities in full; provided that Borrower does not assume any liabilities of Acuity or Froptix pursuant to Section 7.8 of the Master Agreement, and this Agreement shall in no way affect or diminish such obligations or the rights of Borrower with respect to such obligations. By executing a counterpart signature page to this Agreement, Acuity agrees to this assignment and assumption, and represents and warrants to Borrower and the Frost Group that

there is no default under the Master Agreement or Event of Default (as defined in the Original Note) under the Original Note as of the date hereof.

Section 1.2. The Line of Credit. From time to time prior to the Maturity Date (as defined in the Note (as hereafter defined)), subject to the provisions below, the Frost Group shall make Advances (as hereafter defined) to Borrower, which Borrower shall pay and may reborrow, so long as the aggregate amount of Advances outstanding at any one time shall not exceed the Available Amount.

Section 1.3. Warrants. In consideration of the extension of credit hereunder, Borrower will grant to the Frost Group one or more Warrants (the Warrants), which warrants will be issued substantially in the form attached hereto as Exhibit A, with an exercise price equal to the Parent Per Share Stock Valuation (as defined in the Merger Agreement) and will provide such parties the right to buy 333,400 shares of the Borrowers common stock for each million dollars committed by such party (including amounts loaned to Acuity prior to the consummation of the transactions contemplated by the Merger Agreement and assumed hereunder).

Section 1.4. Note. The indebtedness of Borrower to the Frost Group will be evidenced by an amended and restated subordinated note and security agreement in substantially the form of Exhibit B (the Note). The original principal amount of the Note will be $12,000,000; provided, however, that notwithstanding the face amount of the Note, Borrowers liability under the Note shall be limited at all times to its actual indebtedness, principal, interest, fees, charges, expenses and reasonable attorneys fees and costs and other amounts, obligations, covenants and duties owing by Borrower to the Frost Group (or any permitted assignee) of any kind and description (whether pursuant to or evidenced by the Note or this Agreement), whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, including Lenders Expenses (collectively, the Obligations), in each case as then outstanding hereunder and under the Note. As used herein, Lenders Expenses means all reasonable attorneys fees, costs and expenses incurred in amending, enforcing or defending the Note (including fees and expenses of appeal or review), including the exercise of any rights or remedies afforded under the Note or under applicable law, whether or not suit is brought, whether before or after bankruptcy or insolvency, including without limitation all fees and costs incurred by the Frost Group in connection with the Frost Groups enforcement of its rights in a bankruptcy or insolvency proceeding filed by or against Borrower or its property.

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