COMMON STOCK PURCHASE AGREEMENT



     COMMON STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of May 09, 2001

by  and  between  UNIGENE  LABORATORIES,   INC.,  a  Delaware  corporation  (the

"Company"),  and FUSION  CAPITAL FUND II, LLC (the "Buyer").  Capitalized  terms

used herein and not otherwise defined herein are defined in Section 10 hereof.



                                    WHEREAS:



     Subject  to the  terms and  conditions  set  forth in this  Agreement,  the

Company  wishes  to sell to the  Buyer,  and the  Buyer  wishes  to buy from the

Company, up to Twenty One Million Dollars  ($21,000,000) of the Company's common

stock, par value $.01 per share (the "Common Stock"). The shares of Common Stock

to be purchased hereunder are referred to herein as the "Purchase Shares."



     NOW  THEREFORE, the Company and the Buyer hereby agree as follows:



     1.   PURCHASE OF COMMON STOCK.



     Subject to the terms and conditions set forth in Sections 6, 7 and 9 below,

the Company  hereby agrees to sell to the Buyer,  and the Buyer hereby agrees to

purchase from the Company, shares of Common Stock as follows:



     (a)  Commencement  of Purchases of Common  Stock.  The purchase and sale of

Common Stock  hereunder  shall  commence  (the  "Commencement")  within five (5)

Trading Days following the date of satisfaction (or waiver) of the conditions to

the  Commencement  set  forth  in  Sections  6 and 7  below,  (the  date of such

Commencement, the "Commencement Date").



     (b) Buyer's Purchase Rights and Obligations. Subject to the Company's right

to suspend  purchases under Section  1(d)(ii)  hereof,  the Buyer shall purchase

shares of Common Stock on each  Trading Day during each Monthly  Period equal to

the Daily Base  Amount at the  Purchase  Price.  Within one (1)  Trading  Day of

receipt of Purchase  Shares,  the Buyer shall pay to the Company an amount equal

to the Purchase  Amount with respect to such Purchase Shares as full payment for

the purchase of the Purchase Shares so received. The Company shall not issue any

fraction  of a share of Common  Stock  upon any  purchase.  All shares of Common

Stock  (including  fractions  thereof)  issuable  upon  a  purchase  under  this

Agreement  shall be aggregated for purposes of determining  whether the purchase

would result in the issuance of a fraction of a share of Common Stock. If, after

the aforementioned  aggregation,  the issuance would result in the issuance of a

fraction of a share of Common Stock,  the Company shall round such fraction of a

share of Common Stock up or down to the nearest  whole share.  All payments made

under  this  Agreement  shall be made in lawful  money of the  United  States of

America by wire transfer of immediately  available  funds to such account as the

Company may from time to time designate by written notice in accordance with the

provisions  of this  Agreement.  Whenever any amount  expressed to be due by the

terms of this  Agreement  is due on any day which is not a Trading Day, the same

shall instead be due on the next succeeding day which is a Trading Day.



     (c) Company's Right to Decrease or Increase the Daily Base Amount



         (i)  Company's  Right to Decrease  the Daily Base  Amount.  The Company

shall always have the right at any time to decrease the amount of the Daily Base

Amount by delivering  written notice (a "Daily Base Amount Decrease  Notice") to

the Buyer which  notice  shall  specify the amount of the new Daily Base Amount.

The  decrease in the Daily Base Amount shall  become  effective  one Trading Day

after receipt by the Buyer of the Daily Base Amount  Decrease.  Any purchases by

the Buyer which have a Purchase  Date on or prior to the first (1st) Trading Day

after  receipt  by the Buyer of a Daily  Base  Amount  Decrease  Notice  must be

honored by the Company as otherwise  provided herein.  The decrease in the Daily

Base Amount  shall  remain in effect  until the Company  delivers to the Buyer a

Daily Base Amount Increase Notice (as defined below).

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