COMMON STOCK PURCHASE AGREEMENT



      COMMON STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of December

12, 2001 by and between BIOPROGRESS TECHNOLOGY INTERNATIONAL, INC., a Nevada

corporation (the "Company"), and FUSION CAPITAL FUND II, LLC, an Illinois

limited liability company (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 Six Million Dollars ($6,000,000) of the Company's common stock,

par value $0.001 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 (or such later date as is

mutually agreed to by the Company and Buyer) (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 check or wire transfer of immediately available funds to

such account as the payee 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.

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      (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 Daily Base Amount

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

      the Buyer which notice shall specify 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 Notice. 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

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