8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

—————

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 19, 2003

BioSpecifics Technologies Corp.

(Exact name of registrant as specified in its charter)

Delaware
(State of incorporation) File No.  0-19879
(Commission File Number) 11-3054851
(IRS Employer Identification No.)

35 Wilbur Street, Lynbrook, New York 11563

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code:  (516) 593-7000

Item 5.  Other Events and Required FD Disclosure

On June 19, 2003, BioSpecifics Technologies Corp. (the “Company”) entered into a financing transaction with Bio Partners LP, a private investor group, pursuant to which the Company sold to Bio Partners in a private placement (1) a $1.575 million convertible note (the “Note”), issued at face value, and (2) 295,312 shares (the “Shares”) of Company common stock, issued at par value, or $.001 per share.  The net proceeds to the Company were approximately $890,000, after the payment of expenses and repayment of $500,000 previously advanced to the Company by a partner of Bio Partners.  The securities issued in the transaction have not been registered under the Securities Act of 1933, as amended (the “Act”), and may not be offered or sold in the United States absent registration under the Act or in accordance with an applicable exemption from registration requirements.

The Note matures on June 19, 2005 and bears interest at a rate of 12% per annum.  Interest-only payments under the Note are payable monthly in arrears and the entire principal amount is payable at maturity.  Up to $1,141,875 aggregate principal amount of the Note is convertible into the Company’s common stock at any time, at a conversion price of $2.50 per share, subject to customary adjustments.  The Note also contains restrictions on the Company’s ability to incur debt as long as the Note is outstanding.  The Note is secured by a pledge of substantially all of the assets of the Company and the Company’s New York subsidiary, Advance Biofactures Corporation (“ABC”).  In addition, ABC has guaranteed the obligations of the Company under the Note and our chairman, Edwin H. Wegman, has person ally guaranteed 50% of the obligations of the Company under the Note.  The Company has also agreed to register under the Act the Shares and the common stock issuable upon conversion of the Note.

As discussed in the Company’s May 20, 2003 filing on Form 8-K (the “8-K”), the Company has for the past several months operated with limited cash reserves.  Management estimates that the proceeds from the transaction described above should be sufficient to fund the Company’s operations until the end of 2003, and initiate, in a limited fashion, the Cordase™ Phase 3 clinical trials for the treatment of Dupuytren’s disease, the protocol for which has been approved by the FDA.  Some clinical funding for these trials has also been received from the FDA by the investigators.  However, the funds available today will have only a limited application to the Cordase™ trials, which require substantial additional funds for completion.

With respect to the ability to fund operations until the end of 2003, management’s estimates and projections assume that, among other things:

•

the Company obtains Food and Drug Administration (“FDA”) approval of its production facilities by August 2003;

•

the Company sells quarantine inventory to Abbott Laboratories upon FDA approval of its production facilities;

•

the Company receives in August 2003 a tax refund of approximately $425,000; and

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•

by the end of July 2003, the Company’s chairman repays to the Company $325,000 of the amount he and his affiliate owe the Company.  Our chairman has indicated that he intends to refinance the mortgage on the Company’s administrative headquarters in Lynbrook, New York, which headquarters is owned by the affiliate of our chairman, and use the proceeds of the refinancing to repay this $325,000 to the Company.

If any of the assumptions on which the projections above are based do not occur, the Company may not be able to fund its operations past the next several months and may not be able to obtain any additional financing to meet any cash flow shortfalls.  In addition, the Company may not be able to obtain financing to provide sufficient liquidity for the Company beyond the end of 2003.

As also discussed in the 8-K, the Company has not yet filed its Form 10-KSB for the year ended January 31, 2003 or its Form 10-QSB for the quarter ended March 31, 2003.  The Company expects to file these reports by the end of June 2003.

This report on Form 8-K contains forward-looking statements that involve risks and uncertainties.  The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our business and future financial results.  We use words such as “anticipates”, “believes”, “plans”, “expects”, “future”, “intends”, “may”, “will”, “should”, “estimates”, “predicts”, “potential”, “continue” and similar expressions to identify these forward-looking statements.  Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in our periodic and other filings with the SEC.  These factors include, among other things:

•

our ability to obtain financing to fund our short-term and long-term needs;

•

our ability to obtain FDA approval of our production facilities;

•

our liquidity in light of the depletion of our stockpiled inventory and our inability to distribute quarantine inventory in the U.S. unless and until the FDA approves our production facilities;

•

our estimate of the timing of receipt by the Company of any tax refunds; and

•

our chairman’s ability to repay amounts owed to the Company.

The foregoing list of factors is not exhaustive; you should carefully consider the foregoing factors and other uncertainties and potential events.  Further, any forward looking statement or statements speak only as of the date on which such statements were made, and we undertake no obligation to update any forward looking statement or statements to reflect events or circumstances after the date on which such statement or statements were made.

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Item 7.  Financial Statements and Exhibits

Exhibits Filed Index

10.20

12% Senior Secured Convertible Note dated June 19, 2003 between BioSpecifics Technologies Corp. and Bio Partners LP.

10.21

Securities Purchase Agreement dated June 19, 2003 between BioSpecifics Technologies Corp., Advance Biofactures Corporation, and Bio Partners LP.

10.22

Investor Rights Agreement dated June 19, 2003 between BioSpecifics Technologies Corp. and Bio Partners LP.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BIOSPECIFICS TECHNOLOGIES CORP.

Dated:  June 19, 2003

By:

/s/ ALBERT HORCHER                           

Name:

Albert Horcher

Title:

Principal Accounting Officer

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EX-10.20

                                                                   EXHIBIT 10.20

NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOT HAVE
BEEN REGISTERED WITH THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"'33 ACT'"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE '33 ACT OR PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


$1,575,000                                                         June 19, 2003


                         BIOSPECIFICS TECHNOLOGIES CORP.
                       12% SENIOR SECURED CONVERTIBLE NOTE

     For value received, BIOSPECIFICS TECHNOLOGIES CORP., a Delaware corporation
(the "Company"), promises to pay to the order of BIO PARTNERS LP, a Delaware
limited partnership (the "Investor"), the principal sum of ONE MILLION FIVE
HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($1,575,000) with interest as described
below. Said principal and accrued interest shall be paid by the undersigned in
lawful money of the United States of America pursuant to the terms of this note
(this "Note") as follows. A Definitions section appears as Section 9 of this
Note.

1. TERMS.

(a) Payment of Principal and Interest. The Company shall pay interest to the
Investor on the aggregate unconverted and then outstanding principal amount of
this Note at the rate of Twelve Percent (12%) per annum, payable monthly in
arrears on the first day of each calendar month (or if such day is not a
business day, on the next succeeding business day), commencing on July 1, 2003.
The outstanding principal amount of this Note and any remaining interest or
other payments due hereunder shall be due and payable on or before June 19, 2005
(the "Maturity Date").

(b) Late Fee. If the Company does not make any payment under this Note when due,
the Company shall be required to pay a late fee equal to five percent (5%) of
the amount of such late payment.

(c) No Pre-Payment Penalty. This Note may be prepaid in part or in full with
accrued interest without penalty at any time.



2. EVENTS OF DEFAULT.

(a) "Event of Default" means the occurrence of any one of the following events
(whatever the reason and whether it shall be voluntary or involuntary or
effected by operation of law or pursuant to any judgment, decree or order of any
court, or any order, rule or regulation of any administrative or governmental
body) and for which no notice or demand shall be required on the part of the
Investor:

                  (i) any default in the payment of principal, interest or any
other payment due under this Note as and when the same becomes due and payable
(whether on a Conversion Date or the Maturity Date or by acceleration or
otherwise) and such failure is not cured within ten (10) days;

                  (ii) a Bankruptcy Event;

                  (iii) the Company fails for any reason to deliver a
certificate evidencing any Conversion Shares to the Investor within the time
provided in Section 5(c) hereof or the exercise or conversion rights of the
Investor pursuant to the Transaction Documents are otherwise suspended
(including by reason of public document filed by the Company of its intention to
no longer honor conversions of the Note) for any reason;

                  (iv) the Company fails to have available a sufficient number
of authorized but unissued and otherwise unreserved shares of Common Stock
available to issue Conversion Shares upon any conversion hereunder;

                  (v) the Company fails to make any cash payment required under
the Transaction Documents and such failure is not cured within ten (10) days;

                  (vi) the Company or any direct or indirect Subsidiary has
breached any representation or warranty, as of the date such representation or
warranty was made or covenant under any Transaction Document in any material
respect (other than those covered by clauses (i), (ii), (v), (viii); (ix) and
(x) of this Section, for which no materiality standard shall apply) or otherwise
defaults in the timely performance of any other obligation under the Transaction
Documents and such default continues uncured for a period of fifteen (15) days.
Notwithstanding the foregoing, the foregoing "material respect" standard for
such a breach shall not apply to any representation, warranty or covenant which
is qualified by a materiality or "Material Adverse Effect" standard;

                  (vii) the Company (for itself or for any direct or indirect
Subsidiary, as the case may be) fails to inform the Investor promptly but in no
event more than three business days after the occurrence of an Event of Default
or event requiring cure to avoid an Event of Default;

                  (viii) Edwin Wegman or Thomas Wegman has breached any
representation or warranty contained in that certain representation letter of
even date herewith from them to Investor concerning intellectual property
issues;

                  (ix) Any default occurs with respect to the Korpodeko Loan
that remains uncured for ten (10) days; or

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                  (x) a default by the Company under Section 4.18 of the
Purchase Agreement.


         (b) At any time or times following the occurrence of an Event of
Default, the Investor shall have the option to elect, by notice to the Company
(an "Event Notice"), to accelerate the unpaid and unconverted principal and
interest due hereunder and require the Company to pay an amount equal to the
then outstanding principal amount of the Note plus any accrued and unpaid
interest thereon. The Company shall pay such relevant amount to the Investor no
later than the third Trading Day following the date of delivery of the Event
Notice.

         (c) Subsequent to the delivery of an Event Notice pursuant to the terms
hereof, the Company hereby waives any presentment, demand, protest or other
notice of any kind, and the Investor may immediately and without expiration of
any grace period enforce any and all of its rights and remedies hereunder and
all other remedies available to it under applicable law. Any Event Notice may be
rescinded and annulled by the Investor at any time prior to payment hereunder.
No such rescission or annulment shall affect any subsequent Event of Default or
impair any right consequent thereto.

3. SECURITY INTERESTS AND GUARANTIES. The Company's obligations under this Note
shall be secured by: (i) a guaranty from Edwin Wegman in favor of the Investor,
subject to certain limitations described in the Guaranty, which in turn shall be
secured by a first priority perfected security interest of the Investor in One
Hundred Ninety-Six Thousand Six Hundred Sixty-Nine (196,669) Shares of Common
Stock owned by Edwin Wegman, (ii) a first priority perfected security interest
in all assets of the Company and its direct and indirect Domestic Subsidiaries
and (iii) a full guaranty from ABCNY, subject to shareholder approval.

 4. PROHIBITION AGAINST STOCK OR SECURITY PRIORITIES. Except as disclosed in
Schedule 3.19 of the Purchase Agreement, so long as there are any obligations
outstanding under this Note, no indebtedness of the Company is or shall become
senior to this Note in right of payment, whether with respect of interest,
damages or upon liquidation or dissolution or otherwise. The Company will not,
and will not permit any Person to, directly or indirectly, enter into, create,
incur or assume any indebtedness of any kind, on or with respect to any of its
property or assets now owned or hereafter acquired or any interest therein or
any income or profits therefrom, that is senior in any respect to the Company's
obligations under this Note.

5.  CONVERSION RIGHTS AND PROCEDURES.

         (a) At any time prior to the Maturity Date, the Investor shall be
entitled, at its option, subject to the terms of this Note, to have up to One
Million One Hundred Forty-One Thousand Eight Hundred Seventy-Five Dollars
($1,141,875) (the "Conversion Cap") of the outstanding principal amount of this
Note converted into shares of Common Stock. The number of shares of Common Stock
to be received by the Investor upon conversion shall equal to the principal
amount of the Note to be converted (not to exceed in the aggregate for all such
conversions the Conversion Cap) divided by the Conversion Price, subject to
adjustment as provided herein.

                                       3


         (b) The Investor may convert principal under this Note into Common
Stock at any time from and after the date hereof, by delivering to the Company a
completed and signed form of conversion notice (the "Conversion Notice") in the
form of Schedule 1 attached hereto and this original Note (or any original Note
hereafter delivered to Investor as contemplated by Section 5(d) of this Note).
The business day next succeeding the date on which the Company receives the
Conversion Notice and the appropriate original Note shall be the "Conversion
Date."

         (c) Upon conversion of all or any portion of this Note, the Company
shall promptly (but in no event later than five (5) Trading Days after the
Conversion Date): issue or cause to be issued and cause to be delivered to or
upon the written order of the Investor and in such name or names as the Investor
may designate a certificate for the Conversion Shares issuable upon such
conversion which, unless required by the Purchase Agreement or applicable law,
shall be free of any restrictive legend. The Investor shall be deemed to have
become holder of record of such Conversion Shares as of the Conversion Date.

         (d) To effect conversions hereunder, the Investor shall be required to
physically surrender this Note to the Company, at which time the Company shall
reissue a new note reflecting the lowering of the outstanding principal amount
of this Note in an amount equal to the applicable conversion.

         (e) The Company's obligations to issue and deliver Conversion Shares
upon conversion of this Note in accordance with the terms hereof are absolute
and unconditional, irrespective of any action or inaction by the Investor to
enforce the same, any waiver or consent with respect to any provision hereof,
the recovery of any judgment against any Person or any action to enforce the
same, or any setoff, counterclaim, recoupment, limitation or termination, or any
breach or alleged breach by the Investor or any other person of any obligation
to the Company or any violation or alleged violation of law by the Investor or
any other Person, and irrespective of any other circumstance which might
otherwise limit such obligation of the Company to the Investor in connection
with the issuance of such Conversion Shares.

         (f) If by the seventh Trading Day after a Conversion Date the company
fails to deliver to the Investor such certificate or certificates in the manner
required pursuant to Section 6(b), then the Company shall pay to the Investor,
in cash, as liquidated damages and not as a penalty, five one- hundredths of one
percent (.05%) of the principal amount being converted for each Trading Day
thereafter until such certificates are delivered. Nothing herein shall limit the
Investor's right to pursue actual damages or declare an Event of Default
pursuant to Section 2 of this Note concerning the non-delivery of such
certificates after seven (7) Trading Days, and the Investor shall have the right
to pursue all remedies available to it at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief. The
exercise of such rights shall not prohibit the Investor from seeking to enforce
damages pursuant to any other Section of this Note or under applicable law.

         (g) No fractional shares or scrip shall be issued upon conversion of
this Note. The value of any fractional shares shall be paid in cash to the
Investor.

         (h) The certificates representing shares of Common Stock issuable upon
conversion, if any, shall have endorsed thereon any legend required under the
federal or state securities laws.

                                       4


6. RESERVATION OF CONVERSION SHARES. The Company covenants that it will at all
times reserve and keep available out of the aggregate of its authorized but
unissued and otherwise unreserved Common Stock, solely for the purpose of
enabling it to issue Conversion Shares as required hereunder, the number of
Conversion Shares that are then issuable and deliverable upon the conversion of
this Note (taking into account the adjustments made in Section 7), free from
preemptive rights or any other contingent purchase rights of Persons other than
the Investor. The Company covenants that all Conversion Shares so issuable and
deliverable shall, upon issuance in accordance with the terms hereof, be duly
and validly authorized, issued and fully paid and nonassessable.

7. CERTAIN ADJUSTMENTS.

         (a) Stock Dividends and Splits. If the Company, at any time while this
Note is outstanding, (i) pays a stock dividend on its Common Stock or otherwise
makes a distribution on any class of capital stock that is payable in shares of
Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger
number of shares, or (iii) combines outstanding shares of Common Stock into a
smaller number of shares, then in each such case the Conversion Price shall be
multiplied by a fraction of which the numerator shall be the number of shares of
Common Stock outstanding immediately before such event and of which the
denominator shall be the number of shares of Common Stock outstanding
immediately after such event.

         (b) Pro Rata Distributions. If the Company, at any time while this Note
is outstanding, distributes to all holders of Common Stock and not to the
Investor (i) evidences of its indebtedness, (ii) any security (other than a
distribution of Common Stock covered by the preceding paragraph), (iii) rights
or warrants to subscribe for or purchase any security, or (iv) any other asset
(in which case, "Distributed Property"), then upon any conversion of this Note
that occurs after such record date, the Investor shall be entitled to receive,
in addition to the Conversion Shares otherwise issuable upon such conversion,
the Distributed Property that the Investor would have been entitled to receive
in respect of such number of Conversion Shares had the Investor been the record
holder of such Conversion Shares immediately prior to such record date.

          (c) Fundamental Transactions. If, at any time while this Note is
outstanding: (i) the Company effects any merger or consolidation of the Company
with or into another Person, (ii) the Company effects any sale of all or
substantially all of its assets in one or a series of related transactions,
(iii) any tender offer or exchange offer (whether by the Company or another
Person) is completed pursuant to which holders of Common Stock are permitted to
tender or exchange their shares for other securities, cash or property, (iv) the
Company effects any reclassification of the Common Stock or any compulsory share
exchange pursuant to which the Common Stock is effectively converted into or
exchanged for other securities, cash or property, or (v) a Change of Control
occurs (in any such case, a "Fundamental Transaction"), then upon any subsequent
conversion of this Note, the Investor shall have the right to receive, for each
Conversion Share that would have been issuable upon such conversion absent such


                                       5


Fundamental Transaction, the same kind and amount of securities, cash or
property as it would have been entitled to receive upon the occurrence of such
Fundamental Transaction if it had been, immediately prior to such Fundamental
Transaction, the holder of one share of Common Stock (the "Alternative
Consideration"). For purposes of any such conversion, the determination of the
Conversion Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect
of one share of Common Stock in such Fundamental Transaction, and the Company
shall apportion the Conversion Price among the Alternate Consideration in a
reasonable manner reflecting the relative value of any different components of
the Alternate Consideration. If holders of Common Stock are given any choice as
to the securities, cash or property to be received in a Fundamental Transaction,
then the Investor shall be given the same choice as to the Alternate
Consideration it receives upon any conversion of this Note following such
Fundamental Transaction. To the extent necessary to effectuate the foregoing
provisions, any successor to the Company or surviving entity in such Fundamental
Transaction shall issue to the Investor a new note consistent with the foregoing
provisions and evidencing the Investor's right to convert such note into
Alternate Consideration. The terms of any agreement pursuant to which a
Fundamental Transaction is effected shall include terms requiring any such
successor or surviving entity to comply with the provisions of this paragraph
(c) and insuring that this Note (or any such replacement security) will be
similarly adjusted upon any subsequent transaction analogous to a Fundamental
Transaction.

         (d) Notice of Corporate Events. If the Company: (i) declares a dividend
or any other distribution of cash, securities or other property in respect of
its Common Stock, including without limitation any granting of rights or
warrants to subscribe for or purchase any capital stock of the Company, (ii)
authorizes or approves, enters into any agreement contemplating or solicits
stockholder approval for any Fundamental Transaction or (iii) authorizes the
voluntary dissolution, liquidation or winding up of the affairs of the Company,
then the Company shall deliver to the Investor a notice describing the material
terms and conditions of such transaction, at least ten (10) business days prior
to the applicable record or effective date on which a Person would need to hold
Common Stock in order to participate in or vote with respect to such
transaction, and the Company will take all steps reasonably necessary in order
to insure that the Investor is given the practical opportunity to convert this
Note prior to such time so as to participate in or vote with respect to such
transaction; provided, however, that the failure to deliver such notice or any
defect therein shall not affect the validity of the corporate action required to
be described in such notice. In addition, the Company shall promptly notify (
but in any case no less than ten (10) days) the Investor prior to the date a
Change of Control is likely to occur.

         (e) Change of Control. In addition to any other rights the Investor may
have after receiving notice that a Change of Control is likely to occur, the
Investor shall have ten (10) days to notify the Company that all amounts
outstanding under this Note are immediately due and payable.

8.  MISCELLANEOUS.

         (a) Severability. Whenever possible, each provision of this Note shall
be interpreted in such a manner as to be effective and valid under applicable
law, but if any provision of this Note shall be prohibited by or invalid under


                                       6


applicable law, such provisions shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Note.

         (b) Parties in Interest. All covenants and agreements contained in this
Agreement by or on behalf of any of the parties hereto shall bind and inure to
the benefit of the respective legal representatives, successors and assigns of
the parties hereto whether so expressed or not.

         (c) Notices. Any notice, demand, request or other communication
required to be given pursuant to this Note shall be in writing and shall be
delivered in accordance with the notice provisions of the Purchase Agreement to
the addressees listed therein.

         (d) No Waiver. No failure to exercise and no delay in exercising any
right, power or privilege granted under this Note by the Investor shall operate
as a waiver of such right, power or privilege. No single or partial exercise of
any right, power or privilege granted to the Investor under this Note shall
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies of the Investor provided in
this Note are cumulative and are not exclusive of any rights or remedies
provided by law.

         (e) No Amendment. This Note may be modified or amended only by a
writing signed by the Company and by the Investor.

         (f) Construction. This Note shall be governed by and construed in
accordance with the procedural and substantive laws of the State of New York
without regard for its conflicts-of-laws rules. The Company agrees that it may
be served with process in the State of New York and any action for breach of
this Note prosecuted against it in the courts of that State.

         (g) Assignment. This Note and the obligations hereunder shall not be
assignable or transferable by the Investor. Subject to the preceding sentence,
this Note shall be binding upon, inure to the benefit of and be enforceable by
the Company and ACNY and the Investor and their respective permitted successors
and assigns.

         (h) Specific Performance. In addition to being entitled to exercise all
rights provided herein or granted by law, including recovery of damages, the
Investor will be entitled to specific performance of the obligations of the
Company hereunder. The Company agrees and acknowledges that monetary damages may
not be adequate compensation for any loss incurred by the Investor by reason of
breach of its obligations described herein and hereby agrees to waive in any
action for specific performance of any such obligation the defense that a remedy
at law would be adequate.

         (i) Costs. In case any principal of or interest on this Note is not
paid when due, the Company shall be liable for all costs of enforcement and
collection of this Note incurred by the Investor, including reasonable attorney
fees, disbursements, and court costs.

         (j) Usury. Notwithstanding any provision to the contrary contained in
this Note, it is expressly agreed and provided that the total liability of the
Company under this Note for payments in the nature of interest shall not exceed
the maximum lawful rate authorized under applicable law (the "Maximum Rate"),


                                       7


and, without limiting the foregoing, in no event shall any rate of interest or
default interest, or both of them, when aggregated with any other sums in the
nature of interest that the Company may be obligated to pay under this Note
exceed such Maximum Rate. It is agreed that if the maximum contract rate of
interest allowed by law and applicable to this Note is increased or decreased by
statute or any official governmental action subsequent to the date hereof, the
new maximum contract rate of interest allowed by law will be the Maximum Rate of
interest applicable to this Note from the effective date forward, unless such
application is precluded by applicable law. If under any circumstances
whatsoever, interest in excess of the Maximum Rate is paid by the Company to the
Investor with respect to indebtedness evidenced by this Note, such excess shall
be applied by the Investor to the unpaid principal balance of any such
indebtedness.

9. DEFINITIONS. In addition to any terms defined elsewhere in this note (this
"Note") capitalized terms that are not otherwise defined herein that are defined
in the Securities Purchase Agreement, of even date herewith (the "Purchase
Agreement"), between the Investor and the Company have the meanings given to
such terms in the Purchase Agreement .

         "Bankruptcy Event" means any of the following events: (a) the Company
commences a case or other proceeding under any bankruptcy, reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or
liquidation or similar law of any jurisdiction relating to the Company; (b)
there is commenced against the Company any such case or proceeding that is not
dismissed within 30 days after commencement; (c) the Company is adjudicated
insolvent or bankrupt or any order of relief or other order approving any such
case or proceeding is entered; (d) the Company suffers any appointment of any
custodian or the like for it or any substantial part of its property that is not
discharged or stayed within 30 days; (e) the Company makes a general assignment
for the benefit of creditors; or (g) the Company, by any act or failure to act,
expressly indicates its consent to, approval of or acquiescence in any of the
foregoing or takes any corporate or other action for the purpose of effecting
any of the foregoing or takes any corporate or other action for the purpose of
effecting any of the foregoing. For purposes of this definition only, "Company"
shall refer to the Company and any of its direct or indirect Subsidiaries.

         "Change of Control" means the occurrence of any of the following in one
or a series of related transactions or events: (i) the sale transfer or
assignment (other than pursuant to a pledge so long as such pledge has not been
foreclosed upon, in which event a Change of Control shall be deemed to have
occurred) of substantially all Shares of Common Stock owned by Edwin H. Wegman
(other than as a result of his death); (ii) individuals who, as of the date
hereof, constitute the Company's board of directors (the "Board"), together with
any other director whose election by the Board or nomination for election by the
Company's shareholders was approved by a vote of a majority of the directors
then in office who were either directors as of the date hereof, or whose
election or nomination was previously so approved, cease for any reason to
constitute a majority of the board; (iii) a merger, consolidation or business
combination of the Company or a sale of all or substantially all of the assets
of the Company in connection with which the Company is not the surviving entity
of or if following such transaction or series of transactions, the holders of
the Company's securities prior to the first such transaction do not continue to
hold at least half of the voting rights and equity interests in of the surviving
entity or acquirer of such assets; (iv) a recapitalization, reorganization or
other transaction involving the Company that constitutes or results in a


                                       8


transfer of more than 50% of the voting rights or equity interests in the
Company; or (v) the execution by the Company or Edwin H. Wegman of an agreement
providing for any of the foregoing events.

         "Conversion Price" means Two and Fifty One-Hundredths Dollars ($2.50).

         "Trading Day" means (a) any day on which the Common Stock is traded in
its primary Trading Market, or (b) if the Common Stock is not then listed or
quoted for trading on a Trading Market, then a day on which trading occurs on
the New York Stock Exchange (or any successor thereto).

                                       9


         IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed by a duly authorized officer as of the date first above written.



                       BIOSPECIFICS TECHNOLOGIES CORP.


                       By:
                           --------------------------
                           Edwin H. Wegman, President

                                       10


                          EXHIBIT A -CONVERSION NOTICE

The undersigned hereby elects to convert the principal amount of the Note set
forth below into shares of common stock, $.001 par value per share (the "Common
Stock"), of BioSpecifics Technologies Corp. according to the conditions hereof,
as of the date written below. No fee will be charged to the undersigned for any
conversion.

                         Conversion Calculations:

                         --------------------------------------------------
                         Date to Effect Conversion

                         --------------------------------------------------
                         Principal amount of Note owned prior to conversion

                         --------------------------------------------------
                         Principal amount of Note to be Converted

                         --------------------------------------------------
                         Number of shares of Common Stock to be issued

                         --------------------------------------------------
                         Applicable Conversion Price

                         --------------------------------------------------
                         Principal amount of Note owned
                         subsequent to Conversion under this Notice

                         --------------------------------------------------
                         BIO  PARTNERS LP, a Delaware limited partnership

                         By: Bio Management, Inc. a Delaware corporation

                             By:
                                   ----------------------------------------
                             Name:
                                   ----------------------------------------
                             Title:
                                   ----------------------------------------


                                       11

EX-10.21

                                                                   EXHIBIT 10.21

                          SECURITIES PURCHASE AGREEMENT


THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated June 19, 2003, is
made by and between BIOSPECIFICS TECHNOLOGIES CORP., Inc., a Delaware
corporation (the "Company") and ADVANCE BIOFACTURES CORP., a New York
corporation ("ABC-NY") and BIO PARTNERS LP, a Delaware limited partnership (the
"Investor").

                                    RECITALS

         A.  The Company wishes to obtain certain  financing from Investor.

         B. Investor is willing, on the terms contained in this Agreement, to
purchase a 12% Senior Secured Convertible Note of the Company, in the principal
amount of $1,575,000 having the characteristics set forth in the form of
convertible note, attached hereto as Exhibit A (the " Note")and (ii) shares of
Common Stock of the Company as further described in this Agreement.

                                    ARTICLE I

                                  DEFINED TERMS

         The following terms, when used in this Agreement, have the following
meanings, unless the context otherwise indicates:

         "33 Act" means the Securities Act of 1933, as amended, or any similar
federal law then in force and the regulations promulgated thereunder.

         "34 Act" means the Securities Exchange Act of 1934, as amended, or any
similar federal law then in force and the regulations promulgated thereunder.

         "Affiliate" means, with respect to any specified Person, (1) any other
Person who, directly or indirectly, owns or controls, is under common ownership
or control with, or is owned or controlled by, such specified Person, (2) any
other Person who is a director, officer or partner or is, directly or
indirectly, the beneficial owner of 10 percent or more of any class of equity
securities, of the specified Person or a Person described in clause (1) of this
paragraph, (3) another Person of whom the specified Person is a director,
officer or partner or is, directly or indirectly, the beneficial owner of 10
percent or more of any class of equity securities, (4) another Person in whom
the specified Person has a substantial beneficial interest or as to whom the
specified Person serves as trustee or in a similar capacity, or (5) any relative
or spouse of the specified Person or any of the foregoing Persons.

         "Bylaws" means the bylaws of the Company, as amended.

         "Certificate of Incorporation" means the certificate of incorporation
of the Company, as originally filed with the Delaware Secretary of State
together with all amendments thereto.



         "Closing" and "Closing Date" mean the consummation of the Company's
sale and the Investors' purchase of the Securities.

         "Commission" means the United States Securities and Exchange
Commission.

         "Common Stock" means the $.001 par value common stock of the Company.

         "Conversion Shares" means the Shares issuable upon conversion of the
Note.

         "Demand Notes" means, collectively, the promissory notes due on demand
made by the Company in favor of Jeffrey K. Vogel (1) dated April 9, 2003 in the
principal amount of $100,000; (2) dated May 7, 2003 in the principal amount of
$100,000; (3) dated May 22, 2003 in the principal amount of $100,000; (4) dated
May 28, 2003 in the principal amount of $20,000; (5) dated May 29, 2003 in the
principal amount of $45,000: (6) dated June 5, 2003 in the principal amount of
$65,000; and (7) dated June 16, 2003 in the principal amount of $70,000.

         "Domestic Subsidiary" means any Subsidiary organized under the laws of
a state of the United States.

         "Draft Form 10-K" means that certain draft Annual Report on Form 10-KSB
of the Company for the year ended January 31, 2003 delivered to the Investor's
counsel on May 15, 2003, to be filed as such draft may be amended with the
Securities and Exchange Commission.

         "Employee Benefit Plan" means any plan regulated under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").

         "FDA Exception" means the facts and circumstances related to the lack
of a Food and Drug Administration license of the Company's Curacao facility,
which has resulted in the Company's inability to sell finished product in the
United States and has materially negatively impacted the Company's cash flow and
ability to continue as a going concern without additional financing.

         "Foreign Subsidiary" means any Subsidiary organized under the laws of
(i) any possession or territory of the United States, or (ii) any jurisdiction
outside of the United States.

             "Knowledge" shall mean and include (a) actual knowledge of the
Person ; provided that, with respect to the Company, knowledge shall mean the
actual knowledge of the chief executive officer and chief financial officer, or
persons having similar responsibilities, and (b) that knowledge which a prudent
businessperson described in clause (a) of this definition would have obtained in
the management of his business.

         "Korpodeko Assets" means those assets of the Company and its
Subsidiaries securing the obligations of Advance Biofactures of Curacao, B.V., a
Subsidiary of the Company (the "Curacao Subsidiary"), as borrower with respect


                                       2


to that certain loan (the "Korpodeko Loan") in the principal amount of 819,000
Antilles Guilders from STICHTING KORPORASHON PA DESAROYO DI KORSOU ("Korpodeko")
to the Curacao Subsidiary, pursuant to that certain loan agreement, dated August
6, 2001, as supplemented by that certain letter agreement, dated May 13, 2003
between the Curacao Subsidiary and Korpodeko.

         "Purchased Shares" is defined in Section 2.1 of this Agreement.

         "Securities" means the Note, the Purchased Shares and the Conversion
Shares.

         "SEC Filings" means any Company filing required under the '34 Act for
the two years preceding the date hereof (or such shorter period as the Company
was required by law to file such material).

         "Shares" means any shares of the Company's Common Stock.

         "Subsidiary" or "Subsidiaries" of any entity means any corporation or
other entity of which securities or other ownership interests having ordinary
voting power to elect a majority of the board of directors or other individuals
performing similar functions are at the time directly or indirectly owned or
controlled by such entity or one or more Subsidiaries of such entity.

         "Trading Market" means any of the New York Stock Exchange, the American
Stock Exchange, the Nasdaq National Market or the Nasdaq SmallCap Market.

         "Transaction Documents" means this Agreement, the Note, the Investor
Rights Agreement between the Company and the Investor (the "Investor Rights
Agreement"), the Guaranty from Edwin Wegman ("Wegman") to Investor (the
"Guaranty"), the Pledge Agreement, made by Wegman in favor of the Investor (the
"Pledge"); the Security Agreement made by the Company in favor of the
Investor(the "Security Agreement"), the Fee Agreement, dated as of January 21,
2003 ( the "Fee Agreement") between the Company and Jeffrey Vogel, the Finder's
Fee and Break-Up Fee Letter Agreement, dated April 9, 2003, between the Company
and Jeffrey Vogel (the "Finder's Fee Agreement"); the Guaranty from ABC-NY to
Investor ("ABC-NY") and any other documents or agreements executed or to be
executed in connection with the transactions contemplated under any Transaction
Document, including any amendment or restatement of any Transaction Document.

         Additional defined terms are found in the body of the following text.

         The masculine form of words includes the feminine and the neuter and
vice versa, and, unless the context otherwise requires, the singular form of
words includes the plural and vice versa. The words "herein," "hereof,"
"hereunder," and other words of similar import when used in this Agreement refer
to this Agreement as a whole, and not to any particular section or subsection.
The use of the term "including" shall be deemed to incorporate the phrase
"including, by way of example and not of limitation."

                                       3


                                   ARTICLE II

                             PURCHASE AND SALE TERMS

         Section 2.1. Purchase and Sale. Subject to the terms of this Agreement,
the Company shall issue and sell to the Investor, and the Investor shall
purchase from the Company at the Closing, the Note in the principal amount of
$1,575,000 for an aggregate purchase price of One Million Five Hundred
Seventy-Five Thousand Dollars ($1,575,000). In addition, subject to the terms of
this Agreement the Company shall issue and sell to the Investor, and the
Investor shall purchase from the Company at the Closing, Two Hundred Ninety-Five
Thousand Three Hundred Twelve (295,312) shares of Common Stock (the "Purchased
Shares") at a price per Share of $.001 and an aggregate purchase price of Two
Hundred Ninety-Five and Thirty-Two One Hundredths Dollars ($ 295.32).

         Section 2.2. Payment. Except as provided below, the Investor shall pay
the Company the purchase price of the Securities in full at the Closing by wire
transfer of immediately available funds.

         The Company acknowledges that, pursuant to the Demand Notes, the
Company borrowed an aggregate of $500,000 from Jeffrey K. Vogel, the sole
shareholder of the general partner of the Investor and, individually, a limited
partner of the Investor. At the Closing and simultaneously with the delivery of
the remainder of the aggregate purchase price, $1,075,295.32, the Company shall
pay the interest accrued under the Demand Notes to Mr. Vogel and the $500,000 of
principal outstanding under the Demand Notes shall be treated as an advance on
the purchase price of the Note due hereunder. The Company's accountants shall
reflect such treatment in the books and records of the Company. The Investor, on
behalf of Jeffrey K. Vogel, shall deliver all such Demand Notes to the Company
for cancellation at the Closing, subject to payment by the Company of the
interest accrued under the Demand Notes to Jeffrey K. Vogel.

         Section 2.3. Transfer Legends and Restrictions. Investor shall not be
permitted to transfer the Note except to exercise its conversion rights as set
forth in the Transaction Documents. The Note shall be imprinted with a legend in
substantially the following form (unless otherwise permitted under this Section
or unless the Note shall have been effectively registered and sold under the '33
Act and the applicable state securities laws):

         "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE '33 ACT. IT MAY NOT BE
         OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS
         (I) A REGISTRATION STATEMENT FOR THE NOTE UNDER THE '33 ACT IS IN
         EFFECT OR (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE '33
         ACT. THIS NOTE IS SUBJECT TO FURTHER TRANSFER RESTRICTIONS CONTAINED IN
         THAT CERTAIN SECURITIES PURCHASE AGREEMENT OF DATED JUNE ____, 2003, A
         COPY OF WHICH IS AVAILABLE AT THE OFFICES OF THE COMPANY."

                                       4


         The certificate representing the Purchased Shares (and the Conversion
Shares, if any) shall be imprinted with a legend in substantially the following
form:


         "THE SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED UNDER THE '33 ACT. THESE SHARES MAY NOT BE OFFERED OR
         TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS PURUSANT TO
         (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE '33 ACT OR (II) AN
         EXEMPTION FROM REGISTRATION UNDER THE '33 ACT."

         The requirement that the foregoing legends be placed upon certificates
evidencing any such securities shall cease and terminate upon the earliest of
the following events: (i) when such shares are transferred in a public offering
under the `33 Act, (ii) when such shares are transferred pursuant to Rule 144
under the `33 Act or (iii) when such shares are transferred in any other
transaction if the Investor delivers to the Company an opinion of its counsel,
which opinion shall be reasonably satisfactory to the Company, or a "no-action"
letter from the staff of the Commission, in either case to the effect that such
legend is no longer necessary in order to protect the Company against a
violation by it of the '33 Act upon any sale or other disposition of such
securities without registration thereunder. Upon the occurrence of any event
requiring the removal of a legend hereunder, the Company, upon the surrender of
certificates containing such legend, but in no event later than five (5)
business days after the delivery of such certificates to the Company, shall, at
its own expense, deliver to the holder of any such securities as to which the
requirement for such legend shall have terminated, one or more new certificates
evidencing such securities not bearing such legend.


                                   ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY


         Except with respect to Sections 3.1 and 3.3, the "Company" as used in
this Article III shall mean the Company and each of its Subsidiaries, as if each
of them were making the representations and warranties in this Article III
individually. All such representations and warranties are being made by the
Company as to itself and as to each of its Subsidiaries, Except as set forth
herein or in the Schedules attached to this Agreement, the Company represents
and warrants to the Investor, at and as of the Closing that:

         Section 3.1. Corporate Existence. The Company and its Subsidiaries are
each a corporation duly incorporated, or other duly formed organization validly
existing and in good standing (or such similar status of an organization
organized under the laws of a jurisdiction) under the laws of their jurisdiction
of formation and each has all requisite power and authority to conduct its
business and own its properties as now conducted and owned. Schedule 3.1 is a
true and correct certified copy of the Certificate of Incorporation, with all
amendments. The Company and its Subsidiaries are each qualified as a foreign
corporation to do business in all jurisdictions in which the nature of its


                                       5


properties and business requires such qualification and in which noncompliance
with such qualification would reasonably be expected to have a material adverse
effect on the business, assets, or financial condition of the Company and its
Subsidiaries taken as a whole (a "Material Adverse Effect").

         Section 3.2. Power and Authority; No Conflict. The Company has all
requisite power and authority, and has taken all required corporate and other
action necessary to permit it to own and hold properties to carry on its current
business, to execute and deliver this Agreement, to issue and sell the
Securities as herein provided and otherwise to carry out the terms of this
Agreement and all other documents, instruments, or transactions required by this
Agreement, and none of such actions will violate any provision of the Company's
Bylaws or Certificate of Incorporation, or result in the breach of or constitute
a default under any material agreement or instrument to which the Company or a
Subsidiary is a party or by which it is bound or result in the creation or
imposition of any material lien, claim or encumbrance on any Company asset. This
Agreement has been duly executed and delivered by the Company and (assuming the
due authorization, execution and delivery hereof by the Investor) constitutes
the valid and binding obligation of the Company enforceable against the Company
in accordance with its terms, subject to (i) applicable bankruptcy, insolvency,
fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other
similar laws relating to creditors' rights or creditors' remedies generally and
(ii) general principles of equity (regardless of whether enforcement is sought
in a proceeding at law or in equity) and the discretion of the court before
which any proceeding therefore may be brought. Neither this Agreement nor any
other Transaction Document gives any Person rights to terminate any agreements
with the Company or otherwise to exercise rights, including preemptive rights,
against the Company.


         Section 3.3. Subsidiaries. Schedule 3.3 contains a full and complete
list of all directly and indirectly owned Subsidiaries of the Company, each
Subsidiary's jurisdiction of organization, principal business address, and the
percentage of ownership of such Subsidiary by the Company or one or more of its
other Subsidiaries. Except as set forth on Schedule 3.3, the Company owns all
the outstanding equity interests of each of its Subsidiaries and no Person
controls (as defined in the '34 Act) any of the Company's Subsidiaries other
than the Company, has any pre-emptive rights or other rights requiring the
issuance of additional Subsidiary shares to such Person. Except as disclosed on
Schedule 3.3, the Company has not pledged or otherwise encumbered the stock it
owns of any Subsidiary.

         Section 3.4. Litigation. There are no suits, proceedings or
investigations pending or to the Company's Knowledge, threatened against or
affecting the Company or, to the Company's Knowledge, an officer or director of
the Company which could reasonably be expect to have a Material Adverse Effect
or materially adversely affect the ability of any officer or director to
participate in the affairs of the Company, or which concern the transactions
contemplated by the Agreement.

         Section 3.5. Licenses; Compliance with Laws, Other Agreements, etc.
Except for the FDA Exception, the Company has all material franchises, permits,
licenses, and other rights that it currently deems necessary for the conduct of


                                       6


its business as currently conducted and it knows of no basis for the denial of
such rights in the future. The Company is not in violation of any order or
decree of any court, or of the provisions of any material contract or agreement
to which it is a party or by which it may be bound, or, to its Knowledge, of any
law, order, or regulation of any governmental authority (except as provided in
Section 3.14), and neither this Agreement nor the transactions contemplated
hereby will result in any such violation, except in each case for such
violations that would not reasonably be expected to have a Material Adverse
Effect.

         Section 3.5.1. Intellectual Property Rights and Government Approvals.

(a) Schedule 3.5.1 is a true and complete list and summary description of all
patents, trademarks, service marks, trade names, registered copyrights , and any
and all applications for the foregoing, all licenses and rights to use the
foregoing, and all trade secrets and similar proprietary information owned by
the Company or its Subsidiaries, including unregistered copyrighted material
necessary or required to conduct their respective businesses as now conducted
and as described in its Securities Filings and Section 5.4(a) of this Agreement
(collectively, the "Company IP"). To the Knowledge of the Company, the Company
IP consists of all the intellectual property rights necessary or required to
enable the Company and its Subsidiaries to conduct their respective businesses
as now conducted and as described in its Securities Filings and Section 5.4(a)
of this Agreement. Notwithstanding anything to the contrary contained herein or
in any other Transaction Document, All Company IP is owned by the Company or
ABC-NY as listed by entity on Schedule 3.5.1 and no other Subsidiary has any
rights or interest in or any claim to any Company IP, except that Advance
Biofactures of Curacao N.V, a Netherlands Antilles company (AB-Curacao"). is a
party to certain foreign patent applications as indicated on Schedule 3.5.1.
Prior to the date hereof, BSTC has caused AB-Curacao to file with the United
States Patent and Trademark Office, and ABC-NY has cooperated in such action and
executed, as necessary, all documents required to evidence the transfer of all
Company IP assigned and sold by AB-Curacao to ABC-NY pursuant to that certain
Assignment of Intellectual Property, dated as of June 5, 2003 (the "IP
Assignment"). BSTC or ABC-NY has delivered copies of such filings to the
Investor prior to the date hereof and shall deliver copies of all recorded
documents to Investor upon receipt.

          Notwithstanding anything to the contrary contained in the IP
Assignment, AB-Curacao has assigned all licenses, sublicenses, agreements or
permissions related to the Company IP assigned under the IP Assignment and the
assignment of the foregoing items related to the Company IP did not and does not
violate any provision of such items or any law, judgment or order applicable to
such assigned items or their assignment.

(b) To the Knowledge of the Company, none of the patents owned or licensed by
the Company or its Subsidiaries is unenforceable or invalid, and none of the
patent applications owned or licensed by the Company has been challenged by any
Person (excluding for the avoidance of doubt challenges in connection with
patent prosecution by the United States Patent and Trademark Office or similar
foreign authorities).

(c) The Company's and its Subsidiaries' patents disclose patentable subject
matter and their respective patent applications disclose useful information and
there are no inventorship challenges, nor has any interference been declared or


                                       7


provoked, nor is any material fact known with respect to such patents and patent
applications that would preclude the issuance of patents with respect to such
applications or would render such patents invalid or unenforceable.

(d) The Company and its Subsidiaries are not in breach of and have complied
with, all terms of any license or other agreement relating to its patents and
patent applications. To the extent Company's or its Subsidiaries' patents and
patent applications are sublicensed to the Company or its Subsidiaries by a
third party, each of their sublicensed rights shall continue in full force and
effect if the principal third party license terminates for any reason.

(e) The Company's and its Subsidiaries' patents disclose and claim patentable
subject matter and their respective patent applications disclose useful
information under the United States patent laws encompassing the Company's and
its Subsidiaries' existing products and products under development to the extent
the Company and/or its counsel has determined that any such products should be
patented or that a patent application should be filed.

(f) the Company and its Subsidiaries have complied with the required duty of
candor and good faith in dealing with the United States Patent and Trademark
Office ("PTO"), including the duty to disclose to the PTO all information
believed to be material to the patentability of the Company's and its
Subsidiaries' patents and pending patent applications.

(g) Except for such Company IP identified in the IP Assignment, the Company, its
Subsidiaries and, to the Company's knowledge, its licensors, as appropriate, are
identified in the records of the PTO as the holders of record of its trademarks,
servicemarks, patents and patent applications and no other Person has any
rights, title or interest in such trademarks, servicemarks, patents and patent
applications.

(h) Neither the Company nor its Subsidiaries have received any notice of
infringement or other complaint that the Company's operations infringe rights of
others in any patents, trademarks, service marks, trade names, trade secrets,
copyrights or licenses in the foregoing or any other proprietary rights nor does
the Company have a reasonable belief that there has been any such infringement.

(i) To the Company's Knowledge, no person employed by the Company or its
Subsidiaries has wrongfully employed any trade secrets or any confidential
information or documentation proprietary to any former employer in connection
with the Company's business, and no person employed by the Company has violated
any confidential relationship that such person may have had with any third party
in connection with the Company's business.

(j) The Company has the right and authority to utilize the processes, systems
and techniques presently employed by it in the design, development and
manufacture of its present products and all of its other products contemplated
in its Securities Filings and as described in Section 5.4(a) of this Agreement
and all rights to any processes, systems and techniques which are Company IP
developed by any employee or consultant of the Company or its Subsidiaries have
been assigned to the Company.

                                       8


(k) No royalties, honorariums or fees are or will be payable by the Company to
other persons by reason of the ownership or use by the Company of Company IP. To
the Company's Knowledge, no officer, director, shareholder or employee of the
Company or its Subsidiaries owns or holds, directly or indirectly, any interests
in any Company IP.

(l) To the Knowledge of the Company, the Company and its Subsidiaries have all
material governmental approvals, authorizations, consents, licenses and permits
necessary or required to conduct their businesses currently or as contemplated
in the Securities Filings and Section 5.4(a) of this Agreement.

                  Section 3.5.2. Government Approvals. Assuming the accuracy of
the representations and warranties of the Investor made in Article Five of this
Agreement, no material authorization, consent, approval, license, qualification
or formal exemption from, nor any filing, declaration or registration with, any
court, governmental agency, regulatory authority or political subdivision
thereof, or any securities exchange is required in connection with the
execution, delivery or performance by the Company of this Agreement or the other
Transaction Documents to consummate the transactions contemplated in this
Agreement or the other Transaction Documents. All such material authorizations,
consents, approvals, licenses, qualifications, exemptions, filings, declarations
and registrations have been obtained or made, as the case may be, and are in
full force and effect and are not the subject of any pending or, to the
knowledge of the Company, threatened attack by appeal or direct proceeding or
otherwise.

                  Section 3.5.3. Investment Company Act. The Company is not, and
immediately after the Closing will not be, an "investment company" or a company
"controlled" by an "investment company" within the meaning of the Investment
Company Act.

         Section 3.6. Title to Assets. Except for the Korpodeko Assets under the
Korpodeko Loan and as otherwise described on Schedule 3.6 , the Company and each
Subsidiary has good and marketable title in fee simple to all real property
owned by it and good and marketable title in all personal property owned by it,
in each case free and clear of all liens. Any real property and facilities held
under lease by the Company are held by it under valid, subsisting and
enforceable leases of which the Company is in compliance in all material
respects. Schedule 3.6A contains a full and complete description of the assets
of the Company other than the Company IP. All product and establishment or other
licenses or permits, including "Orphan Drug" rights, issued by the United States
Food and Drug Administration with respect to the business of the Company and its
Subsidiaries are owned or issued in the name of, as the case may be, by either
the Company or ABC-NY, as listed by entity in Schedule 3.6.

         Section 3.7. Brokers, etc. Except as set forth in the Finder's Fee
Agreement, the Company has not dealt with any broker, finder, or other similar
person in connection with the offer or sale of the Securities and the
transactions contemplated by this Agreement, and the Company is not under any
obligation to pay any broker's fee, finder's fee or commission in connection
with such transactions.

         Section 3.8. Certain Material Transactions. Except as set forth in
Schedule 3.8 hereto, or disclosed in the SEC Filings, there are no existing
material arrangements or proposed material transactions between the Company and


                                       9


any officer or director or holder of more than 10% of the capital stock of the
Company. The Company is not a party to any collective bargaining agreement and,
to its Knowledge, no organizational efforts are currently being made with
respect to any of their respective employees.

         Section 3.9. Contracts and Commitments, etc. Except as set forth on
Schedule 3.9, the Company is not in default in the performance, observance or
fulfillment of any of the obligations, covenants or conditions contained in any
agreement or instrument to which any of them is a party which would reasonably
be expected to have a Material Adverse Effect.

         Section 3.10. Employee Benefit Plans. The Company has made available to
Investor all (a) material profit-sharing, deferred compensation, bonus, stock
option, stock purchase, pension, retainer, consulting, retirement, welfare or
incentive plan or agreement whether legally binding or not, (b) material plans
providing for "fringe benefits" to its employees, including but not limited to
vacation, sick leave, medical, hospitalization, life insurance and other
insurance plans, and related benefits, (c) material employment agreements not
terminable on 30 days (or less) written notice, and (d) material other "employee
benefit plans" (within the meaning of Section 3(3) of ERISA). There are no
material negotiations, demands or proposals which are pending or have been made
which concern matters now covered, or that would be covered, by the type of
agreements or plans listed in this Section. The Company is in compliance in all
material respects with the applicable provisions of ERISA and the regulations
and published authorities thereunder with respect to all such employee benefit
plans. The Company is in compliance in all material respects with all other
statutes, orders or governmental rules and regulations applicable to such plans.
The Company has performed all of its material obligations under all such plans.
There are no material actions, suits or claims (other than routine claims for
benefits) pending or, to the Company's Knowledge, threatened against such plans
or the assets of such plans.

                  Section 3.11. Environmental Liabilities. The Company, together
with any real property that it owns, leases, or otherwise occupies or uses and
the operations of its business (the "Premises") are in compliance in all
material respects with all applicable Environmental Laws (as defined below) and
orders or directives or any governmental authorities having jurisdiction under
such Environmental Laws, including, without limitation, any Environmental Laws
or orders or directives with respect to any cleanup or remediation of any
release or threat of release of Hazardous Substances. The Company has not
received any written citation, directive, letter or other communication or any
notice of any proceedings, claims or lawsuits, from any person, entity or
governmental authority arising out of the ownership or occupation of the
Premises or the conduct of its operations. The Company has obtained and is
maintaining in full force and effect all necessary permits, licenses and
approvals required by any Environmental Laws applicable to the Premises and the
business operations conducted thereon (including operations conducted by tenants
on the Premises), and is in compliance with all such permits, licenses and
approvals in all material respects. Except as disclosed on Schedule 3.11, to the
Company's Knowledge, it has not caused or allowed a release, or a threat of
release, of any Hazardous Substance unto, at or near the Premises nor has the
Premises or any property at or near the Premises ever been subject to a release,
or a threat of release, of any Hazardous Substance. For purposes of this
Agreement, the term "Environmental Laws" shall mean any foreign, federal, state
or local law, ordinance or regulation pertaining to the protection of the
environment, including, the Comprehensive Environmental Response, Compensation
and Liability Act, 42 U.S.C. ?? 9601 et seq., Emergency Planning and Community


                                       10


Right-to-Know Act, 42 U.S.C. 11001 et seq., and the Resource Conservation and
Recovery Act, 42 U.S.C. ?? 6901 et seq. For purposes of this Agreement, the term
"Hazardous Substances" shall include oil and petroleum products, asbestos,
polychlorinated biphenyls and urea formaldehyde, and any other materials
classified as hazardous or toxic under any Environmental Laws.

         Section 3.12. Issuance of the Securities. The Securities are duly
authorized and, when issued and paid for in accordance with the applicable
Transaction Documents, will be duly and validly issued, fully paid and
nonassessable, free and clear of all liens, claims or encumbrances (other than
liens, claims or encumbrances granted to the Investor). The Company has reserved
from its duly authorized capital stock a sufficient number of Shares to enable
it to comply with its conversion and exercise obligations under the Note.

         Section 3.13. Capitalization. The number of shares and type of all
authorized, issued and outstanding capital stock of the Company is set forth on
Schedule 3.13 hereto. No securities of the Company are entitled to preemptive or
similar rights, and no Person has any right of first refusal, preemptive right,
right of participation, or any similar right to participate in the transactions
contemplated by the Transaction Documents. Except as a result of the purchase
and sale of the Securities and except as disclosed on Schedule 3.13, there are
no outstanding options, warrants, script rights to subscribe to, calls or
commitments, outstanding securities exchangeable for, or giving any Person any
right to subscribe for or acquire, any shares of Common Stock, or contracts,
commitments, understandings or arrangements by which the Company is bound to
issue additional shares of Common Stock, or securities or rights convertible or
exchangeable into shares of Common Stock.

         Section 3.14. SEC Filings; Financial Statements. Except for its Annual
Report on Form 10-KSB for the fiscal year ended January 31, 2003 and its
quarterly report on Form 10-QSB for the quarter ended March 31, 2003, the
Company has made all SEC Filings required of it preceding the date hereof on a
timely basis or has received a valid extension of such time of filingand has
filed any such SEC Filings prior to the expiration of any such extension. The
Company has previously delivered to the Investor a copy of all SEC Filings . As
of their respective dates, the SEC Filings complied, and the Draft Form 10-K in
the form the Company will file with the SEC will comply, in all material
respects with the requirements of the `34 Act and the rules and regulations of
the Commission promulgated thereunder, and none of the SEC Filings, when filed,
contained, and the Draft Form 10-K in the form the Company will file with the
SEC will not contain, any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading. The financial statements of the Company included in the
SEC Filings comply., and the Draft Form 10-K when filed will comply, in all
material respects with applicable accounting requirements and the rules and
regulations of the Commission with respect thereto as in effect at the time of
filing. Such financial statements have been prepared in accordance with
generally accepted accounting principles applied on a consistent basis during
the periods involved ("GAAP"), except as may be otherwise specified in such
financial statements or the notes thereto, and fairly present in all material
respects the financial position of the Company and its consolidated subsidiaries
as of and for the dates thereof and the results of operations and cash flows for
the periods then ended, subject, in the case of unaudited statements, to normal
year-end audit adjustments.

                                       11


         Section 3.15. Material Changes. Except for the FDA Exception, those
matters disclosed in the SEC Filings, the Draft Form 10-K and as set forth on
Schedule 3.15, since the date of the latest audited financial statements
included within the SEC Filings: (i) there has been no event, occurrence or
development that has had or that would reasonably be expected to result in a
Material Adverse Effect, (ii) the Company has not incurred any liabilities
(contingent or otherwise) other than (A) trade payables and expenses incurred in
the ordinary course of business consistent with past practice, (B) liabilities
not required to be reflected in the Company's financial statements pursuant to
GAAP or required to be disclosed in filings made with the Commission, (C) costs
and expenses incurred in connection with the negotiation of a potential sale of
all or substantially all assets of the Company and the transactions contemplated
by this Agreement, and (D) costs and expenses incurred in connection with
attempting to obtain FDA approval of the Curacao facility, (iii) other than
changing its fiscal year end, the Company has not altered its method of
accounting or the identity of its auditors, (iv) the Company has not declared or
made any dividend or distribution of cash or other property to its stockholders
or purchases, redeemed or made any agreements to purchase or redeem any shares
of its capital stock , and (v) the Company has not issued any equity securities
(or derivatives thereof) to any officer, director or Affiliate, except pursuant
to existing Company stock purchase and stock option plans approved by the
stockholders of the Company.

         Section 3.16. Private Placement. Assuming the accuracy of the
representations and warranties of the Investor set forth in Article V of this
Agreement, the offer, issuance and sale of the Securities to the Investor as
contemplated by this Agreement are exempt from the registration requirements of
the '33 Act.

         Section 3.17. Listing and Maintenance Requirements. Except for the
letter dated May 23 2003 from NASDAQ to the Company, a copy which was previously
delivered to Investor, the Company has not, in the twelve months preceding the
date hereof, received any written notice from any Trading Market on which the
Common Stock is or has been listed or quoted to the effect that the Company is
not in compliance with the listing or maintenance requirements of such Trading
Market. The issuance and sale of the securities hereunder does not contravene
the rules and regulations of such Trading Market and no shareholder approval is
required for the Company to fulfill its obligations under the Transaction
Documents.

         Section 3.18. Registration Rights. Except for the registration and
related rights granted to the Investor under the Investor Rights Agreement, the
Company has not granted or agreed to grant to any Person any rights (including
piggyback registration rights) to have any securities of the Company registered
with the Commission or any other governmental authority.

         Section 3.19. Indebtedness; Seniority. Except as described on Schedule
3.19 or in Section 3.15, (i) the Company has no existing outstanding
indebtedness other than trade payables incurred in the ordinary course of
business and (ii) no indebtedness of the Company is senior to the Note in right


                                       12


of payment, whether with respect to interest, security, or upon liquidation or
dissolution or otherwise. Moreover, except as described on Schedule 3.19, the
Company has not loaned to, acted as guarantor for or otherwise served as a
creditor of any individual or entity (including any of its direct or indirect
Subsidiaries).

         Section 3.20 Disclosure. All disclosure provided to the Investor in
connection with the transactions contemplated by this Agreement regarding the
Company, its current business and its business as proposed to be conducted,
including the Schedules to this Agreement, has been furnished by or on behalf of
the Company without any intent to intentionally mislead the Investor. The
Company acknowledges and agrees that the Investor does not make or has not made
any representations or warranties with respect to the transactions contemplated
hereby other than those specifically set forth in Article V of this Agreement.


         Section 3.21. Investigation. It shall be no defense to an action for
breach of this Agreement that the Investors or their agents have (or have not)
made investigations into the affairs of the Company or that the Company could
not have known of the misrepresentation or breach of warranty. Damages for
breach of a representation or warranty or other provision of this Agreement
shall not be diminished by alleged tax savings resulting to the complaining
party as a result of the loss complained of.

                                   ARTICLE IV

                            COVENANTS OF THE COMPANY

         For the purposes of this Article, "Company" shall be deemed to include
all Subsidiaries.

         Section 4.1. Use of Proceeds. The Company shall use the proceeds of the
issuance of the Securities for general corporate purposes, including repayment
of debt existing on the date hereof, but excluding the repurchase of securities
of the Company (except as otherwise contemplated in the Transaction Documents).

         Section 4.2. Rule 144. So long as any Securities are outstanding, the
Company covenants that it will at all times comply with the current public
information requirements of Rule 144(c)(1) under the '33 Act; and (b) at all
such times as Rule 144 is available for use by the Investor, the Company will
furnish the Investor upon request with all information within the sole
possession of the Company required for the preparation and filing of Form 144.

         Section 4.3.  Future Noncompetition and Proprietary Rights Agreements.

                  (a) Proprietary Information. The Company and its Subsidiaries
shall implement and maintain all reasonable procedural safeguards, which at a
minimum shall include written agreements with the appropriate Person, to (i)
require that any Person employed by the Company will not wrongfully employ any
confidential information or documentation proprietary to any former employer,
and (ii) protect all technical, business and other information developed by or
for the Company and its Subsidiaries. The Company shall apply for patent
protection for all inventions developed by or for the Company, for which , in


                                       13


the opinion of the Company and/or its counsel, is patentable and that, in the
opinion of the Company and/or its counsel, patent proection is required or
necessary to conduct its business as now conducted as described in the
Securities Filing and in Section 5.4(a) of this Agreement. The Company shall
cause each person who becomes an employee of the Company and who shall have
access to confidential or proprietary information of the Company or third
parties to execute an agreement relating to matters of noncompetition and
nondisclosure and assignment. The Company shall cause any person or consultant
employed by the Company to assign all inventions of any intellectual property to
the Company.

                  (b) Licenses and Intellectual Property. Except for the
termination of a license or abandonment of a patent, trademark, tradename or
copyright that would not be likely to have a Material Adverse Effect, the
Company shall maintain all registrations or applications for all patents,
trademarks, service marks, trade names, copyrights and licenses. With respect to
the foreign patent applications in the name of Advance Biofactures of Curacao
N.V. listed on Schedule 3.5.1 hereto, the Company shall make a reasonable, good
faith determination regarding how to handle such applications. Notwithstanding
the foregoing, if the Company or any of its Subsidiaries shall terminate any
license or abandon any intellectual property, the Company shall provide
reasonable notice thereof to the Investor The Investor shall have the option,
but not the obligation, to have, at Investor's sole cost, all right, title and
interest in such abandoned property assigned to it except where the terms of any
terminated or abandoned license prohibit its assignment.

         Section 4.4. Liability Insurance. The Company will maintain in full
force and effect a policy or policies of standard comprehensive general
liability insurance underwritten by an insurance company insuring its properties
and business against such losses and risks, and in such amounts as are adequate
for its business in the Company's good faith determination, it being agreed by
the Investor that the maintenance of the Company's current policy or policies on
substantially similar terms shall satisfy this covenant. Such policies shall
include property loss insurance policies, with extended coverage, sufficient in
amount to allow the replacement of any of its tangible properties which might be
damaged or destroyed by the risks or perils normally covered by such policies.

         Section 4.5. Maintenance of Corporate Existence. Each of the Company
and its Subsidiaries will preserve, renew and keep in full force and effect, its
corporate existence, qualification in requisite jurisdictions and rights and
privileges necessary or desirable in the normal conduct of its business except
where the failure to do so will not have a Material Adverse Effect.

         Section 4.6. Governmental Consents. Except for the FDA Exception and
the termination of any of the following that would not reasonably be likely to
have a Material Adverse Effect, the Company will obtain and maintain all
material consents, approvals, licenses and permits required by federal, state,
local and foreign law to carry on its business.

         Section 4.7. Further Assurances. The Company will cure promptly any
defects in the creation and issuance of the Securities and in the execution and
delivery of this Agreement or any other Transaction Document to which it is a
party. The Company, at its expense, will promptly execute and deliver to the
Investor upon its reasonable request all such other and further documents,


                                       14


agreements and instruments in compliance with or pursuant to its covenants and
agreements herein, and will make any recordings, file any notices, and obtain
any consents as may be necessary in connection therewith.

         Section 4.8. No Conflicting Agreements. The Company hereby agrees that
it will not enter into any new agreement or make any amendment to any existing
agreement, which by its terms would restrict the Company's performance of its
obligations to the Investor pursuant to this Agreement or any other Transaction
Document.

         Section 4.9. Limitation on Indebtedness; Extensions of Credit. Other
than in connection with the Transaction Documents, without the prior written
consent of Investor (which shall not be unreasonably withheld)and while any
portion of the Note remains outstanding, after the date hereof, the Company and
its Subsidiaries shall not incur any unsecured indebtedness for borrowed money
or become a guarantor or otherwise contingently liable for any such indebtedness
exceeding in the aggregate Two Hundred Fifty Thousand Dollars ($250,000), except
for trade payables, purchase money obligations incurred in the ordinary course
of business or intercompany loans to the Company from its Domestic Subsidiaries.
Other than any amount loaned to ABC-NY from the proceeds of the Note
simultaneously with or within a reasonable period of time after the Closing, ,
the Company shall not, without the prior written consent of Investor, lend money
to, serve as a guarantor of, or otherwise extend credit to any individual or
entity (including any of its direct or indirect Subsidiaries).

         Section 4.10 No Liens. Except for (i) the liens and security interests
granted to the Investor under the Transaction Documents, (ii) liens that may
arise by operation of law, such as materialmen's liens but expressly excluding
tax liens for taxes that are past due, (iii) purchase money security interests
in connection with purchase money obligations incurred in the ordinary course of
business, and (iv) the Korpodeko Assets, the Company will not, and will not
permit any Subsidiary to, create or permit to exist any lien on or security
interest in any assets of the Company or any assets of any Subsidiary, including
Company IP.

         Section 4.11 Limitations On Other Transactions. Without the prior
written consent of the Investor or as otherwise provided in this Section, (i)
the Company will not, and will not permit any of its Subsidiaries to sell,
lease, assign or otherwise dispose of any of the assets of the Company and its
Subsidiaries (other than the sale of Inventory (as defined in the Security
Agreement) in the ordinary course of business), and (ii) the Company will not
sell, hypothecate, pledge, assign or otherwise dispose of any of the capital
stock or other securities of any of its Subsidiaries. Notwithstanding the
foregoing, the prior written consent of the Investor shall not be required for
the Company or its Subsidiaries to enter into any of the foregoing transactions
if, as a condition to closing of any such transaction, the Company and its
Subsidiaries shall repay the Investor in full and otherwise satisfy their
respective obligations to the Investor under the Transaction Documents on or
before the closing date for such transaction. The Company agrees to provide the
Investor at least 10 days' prior written notice that it or any of its
Subsidiaries is entering into a transaction described in this Section but not
requiring the prior written consent of the Investor.

                                       15


         Section 4.12. Waiver. Any violation of an affirmative or negative
covenant of the Company may be waived prospectively or retrospectively in a
given instance by the Investor, butsuch waiver shall operate only with respect
to the particular violation specified in the waiver. The Investor disclaims any
intent or purpose to control the Company or to manage its affairs for the
benefit of the Investor or otherwise.

         Section 4.13   Indemnification

(a) Indemnification of the Investor. The Company will indemnify and hold the
Investor and its partners, officers, directors, shareholders, members, managers
employees and agents (each, an "Investor Party") harmless from all losses,
liabilities, obligations, claims, contingencies, damages, costs and expenses,
including all judgments, amounts to be paid in settlements, court costs
reasonable attorney's fees and costs of investigation (collectively, "Losses")
that any Investor Party may suffer or incur as a result of or relating to any
cause of action, suit or claim brought or made against an Investor Party and
arising out of or resulting from the execution, delivery, performance or
enforcement of this Agreement or any of the other Transaction Documents. The
Company will reimburse any Investor Party as such expenses are incurred for its
reasonable legal and other expenses (including the cost of any investigation,
preparation and travel in connection therewith) incurred in connection with this
Section.

(b) Indemnification of the Company. The Investor will indemnify and hold the
Company and its officers, directors, shareholders, members, managers, employees
and agent (each, a "Company Party") harmless from all Losses that any Company
Party may suffer or incur as a result of or relating to any cause of action,
suit or claim brought or made against a Company Party by a third party
(including any governmental authority) arising out of or resulting from the
breach of any of the representations, warranties, covenants or agreements made
by the Investor under Sections 5.1, 5.2, 5.3, 5.4(b), 5.6 or 5.8 of this
Agreement.

(c) Procedures for Claims for Indemnification. In the case of claims for which a
claim for indemnification is made, the party against who such claim for
indemnification is made (the "Indemnitor") shall have the option (x) to assume
and thereafter conduct any proceedings or negotiations in connection therewith,
(y) to take all other steps to settle or defend any such claim and (z) to employ
counsel of the Indemnitor's choosing to contest any such claim in the name of
the party who makes such claim for indemnification (the "Indemnified Party") or
otherwise; provided, that, no settlement shall be effected without the advance
written consent of the Indemnified Party (which shall not be unreasonably
delayed or withheld). The Indemnified Party shall be entitled to participate at
its own expense and by its own counsel in any proceedings relating to any
third-party claim, and the Indemnified Party shall be entitled to participate
with counsel of its own choice at the expense of the Indemnitor if
representation of both parties by the same counsel presents a conflict of
interest or is otherwise inappropriate under applicable standards of
professional conduct. The Indemnitor shall, within 20 days of receipt of a claim
for indemnification, notify the Indemnified Party of its intention to assume the
defense of any such claim. Until the Indemnified Party has received notice of
the Indemnifying Party's election whether to defend any such claim, the
Indemnified Party shall take reasonable steps to defend such claim; provided,
that no settlement shall be effected without the advance written consent of the
Indemnifying Party, which shall not be unreasonably delayed or withheld. If the
Indemnitor shall decline to assume the defense of any such claim, or shall fail


                                       16


to notify the Indemnified Party within 20 days after receipt of the claim for
indemnification of the Indemnitor's election to defend such claim, the
Indemnified Party shall defend such claim. The expenses of all proceedings,
contests or lawsuits in respect of any such claims (other than those incurred by
the Indemnified Party which are referred to in the second sentence of this
paragraph) shall be borne by the Indemnitor but only if the Indemnifying Party
is responsible pursuant hereto to indemnify the Indemnified Party in respect of
such claim. Regardless of which party shall assume the defense of the claim, the
parties agree to cooperate fully with one another in connection therewith.

         Section 4.14. Publicist. Within four months of the Food and Drug
Administration's approval of the Curacao facility, the Company shall retain a
publicist mutually acceptable to the Investor and the Company.

         Section 4.15. Payments to Employees. Until the payment of all amounts
due under the Note, neither the Company nor any of its Subsidiaries shall
increase the cash salary, cash bonus or other cash compensation of Edwin Wegman
or Thomas Wegman by more than ten percent (10%) of their cash salary, cash bonus
or other cash compensation for fiscal year 2002.

         Section 4.16. Application of Takeover Protections. The Company and its
Board of Directors have taken all necessary action, if any, in order to render
inapplicable any control share acquisition, business combination, poison pill
(including any distribution under a rights agreement) or other similar
anti-takeover provisions under the Company's Certificate of Incorporation (or
similar charter documents), by-laws, or the laws of its state of incorporation
that is or could become applicable to the Investor as a result of the Investor
and the Company fulfilling their respective obligations or exercising their
respective rights under the Transaction Documents, including as a result of the
Company's issuance of the Securities and the Investor's or its Affiliates'
ownership of the Securities or the Investor's right of foreclosure under the
Pledge Agreement.

         Section 4.17. Subsidiaries. Without the prior written consent of
Investor, neither the Company nor any Subsidiary shall be permitted to (i) make
additional capital contributions to, otherwise recapitalize or restructure a
Foreign Subsidiary or sell, assign or transfer any of their respective assets
(whether tangible or intangible) to a Foreign Subsidiary (including by way of a
license or grant of marketing or other rights) or (ii) create any Foreign
Subsidiaries not existing prior to the date hereof. If the Company or any
Subsidiary creates a Domestic Subsidiary, the Company shall promptly inform
Investor. Each new Domestic Subsidiary shall (i) pledge all its assets and
become a party to the Security Agreement(s) and (ii) become a co-debtor and
party to the Note.

         Section 4.18. European Patent. The Curacao Subsidiary is the owner or
assignee of European Patent Office Patent EPO721781B1 June 2002 (collectively
with any patent issued therefrom by an individual European Union country, the
"European Patent") as further described in Schedule 3.5.1 attached hereto. The
Company will use its best efforts to cause the Curacao Subsidiary to assign the
European Patent to ABC-NY within 90 calendar days from the date hereof (provided


                                       17


that the Company shall have no such obligation if the costs of assigning the
European Patent shall exceed $20,000, including, without limitation, any
assignment "fee" or "tax" on the fair market value of the European Patent (to be
determined in good faith by the Company and the Curacao Subsidiary). If such
costs exceed $20,000 and the 90 day period has elapsed, the Company and the
Curacao Subsidiary will use commercially reasonable efforts to assign the
European Patent to ABC-NY at a future date.

                                    ARTICLE V

                 REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

         The Investor represents and warrants to the Company, at and as of the
Closing that:

         Section 5.1 Existence. The Investor is a Delaware limited partnership
duly formed, validly existing and in good standing under the laws of the State
of Delaware and has all requisite power and authority to conduct its business.

         Section 5.2. Power and Authority. The Investor has all requisite power
and authority, and has taken all required corporate (or trust, limited liability
company, or partnership, as the case may be) and other action necessary to
permit it to own and hold properties to carry on its business, to execute and
deliver this Agreement and otherwise to carry out the terms of this Agreement
and all other documents, instruments, or transactions required by this
Agreement, and none of such actions will violate any provision of the Investor's
partnership agreement or other governance documents. This Agreement has been
duly executed and delivered by the Investor and (assuming the due authorization,
execution and delivery hereof by the Company) constitutes the valid and binding
obligation of the Investor enforceable against the Investor accordance with its
terms, subject to (i) applicable bankruptcy, insolvency, fraudulent conveyance,
fraudulent transfer, reorganization, moratorium or other similar laws relating
to creditors' rights or creditors' remedies generally and (ii) general
principles of equity (regardless of whether enforcement is sought in a
proceeding at law or in equity) and the discretion of the court before which any
proceeding therefore may be brought.

         Section 5.3. Purchase for Investment. The Investor is purchasing the
Securities for investment, for its own account and not with a view to
distribution thereof.

         Section 5.4. Speculative Nature of Investment; Financial Matters.

(a) Investor understands and acknowledges that:

         (i)      the FDA Exception has had a Material Adverse Effect on the
                  Company;

         (ii)     the Company's historical financial performance is not
                  indicative of the Company's future results;

                                       18


         (iii)    the Company's efforts to discover, develop and commercialize
                  new products are at a very early stage and these efforts are
                  subject to a high risk of failure; the Company's ability to
                  develop additional products approved by the FDA, such as those
                  relating to injectable uses of Colleganase, and successfully
                  market any such product is highly speculative and they may be
                  unable to do so

         (iv)     if the Company's intellectual property rights expire or are
                  not broad enough, the Company's ability to compete may be
                  impaired because third parties may be able to use the
                  Company's technology or sell generic forms of the products
                  developed by the Company. In addition, any patent issued to
                  the Company may be challenged, invalidated, held unenforceable
                  or circumvented and the Company's success will depend in part
                  on its ability to obtain and maintain meaningful patent
                  protection for its products or product candidates throughout
                  the world. The patent positions of the Company involve complex
                  legal and factual questions and the Company will be able to
                  protect its intellectual property rights from unauthorized use
                  by third parties only to the extent that its technologies are
                  covered by valid and enforceable patents or are effectively
                  maintained as trade secrets;

         (v)      the Company has limited ability to conduct clinical trials and
                  limited manufacturing, sales, marketing and distribution
                  capabilities and if the Company does not develop these
                  capabilities, it will be dependent on third parties to conduct
                  clinical trials and manufacture and commercialize its
                  products. Furthermore, a third-party manufacturers' failure to
                  comply with FDA regulations could cause interruption of the
                  manufacture of our products;

         (vi)     other companies with substantially greater financial resources
                  could compete directly with any of the Company's products;

         (vii)    after the consummation of the transactions contemplated by
                  this Agreement, the Company will be highly leveraged with a
                  substantial amount of indebtedness and may be unable to meet
                  all of its payment obligations;

for these and other reasons, the Company may not have sufficient funds to repay
amounts owing under the Note or the other Transaction Documents when due or to
otherwise comply with its obligations under any of the Transaction Documents.

(b) The Investor represents and warrants to the Company that it understands that
the purchase of the Securities involves substantial risk and is highly
speculative and that its financial condition and investments are such that it is
in a financial position to hold the Securities for an indefinite period of time
or until the maturity thereof, as the case may be, and to bear the economic risk
of, and withstand a complete loss of, its investment.

                                       19


         Section 5.5 Unregistered Securities. The Investor understands and
acknowledges that the Securities to be acquired by the Investor hereunder have
not been registered under the 33 Act or any state securities or "blue sky" law
and may not be sold or disposed of in the absence of such registration without
exemption from the registration requirements of the 33 Act (including, without
limitation, Rule 144 thereof) or any requirements of any state securities or
"blue sky" law.

         Section 5.6 Investor Status. At the time the Investor was offered the
Securities, it was and, according to representations and warranties given in
writing to the Investor, each of its limited and general partners were, and at
the date hereof it is, and, according to representations and warranties given in
writing to the Investor they are each , an "accredited investor" as defined in
Rule 501(a) under the'33 Act. Each general partner and limited partner of the
Investor has executed and delivered to the Company the letter in the form
attached hereto as Schedule 5.6.

         Section 5.7 Disclosure. During the negotiation of the transactions
contemplated herein, the Investor and its representatives have been afforded
full and free access to corporate books, financial statements, records,
contracts, documents, and other information concerning the Company and to its
offices and facilities, have been afforded an opportunity to ask such questions
of the Company's officers and employees concerning the Company's business,
operations, financial condition, assets, liabilities and other relevant matters
as they have deemed necessary or desirable, and have been given all such
information as has been requested, in order to evaluate the merits and risks of
the prospective investment contemplated herein.

         Section 5.8. Brokers, etc. The Investor has dealt with no broker,
finder, commission agent, or other similar person who is not an Affilate in
connection with the offer or sale of the Securities and the transactions
contemplated by this Agreement, and is under no obligation to pay any broker's
fee, finder's fee, or commission in connection with such transactions.

                                   ARTICLE VI

                       THE CLOSING AND CLOSING CONDITIONS

         Section 6.1. The Closing. The purchase and sale of the Securities shall
take place at the Closing to be held at the offices of Tashjian & Padian. The
Closing shall occur on the date of execution of this Agreement.

The obligation of the Investor to purchase the Securities at the Closing shall
be subject to satisfaction of the following conditions at and as of the Closing:

         Section 6.2. Issuance of Note and Purchased Shares. The Company shall
have duly issued and delivered the Note and a certificate for the Purchased
Shares to the Investor.

         Section 6.3. Legal Opinion from Counsel for the Company. The Investor
shall have received from Fried Frank Harris Shriver and Jacobson, counsel for
the Company, an opinion, dated the date of Closing, in the form of Exhibit B
attached hereto.

                                       20


         Section 6.4 Execution of Related Documents. The Investor shall have
received the following duly authorized and executed documents at the Closing:
(i) the Note attached hereto as Exhibit A; (ii) the Investor Rights Agreement
attached hereto as Exhibit C; (iii) the Guaranty attached hereto as Exhibit D,
(iv) the Pledge attached hereto as Exhibit E, (vi) the Security Agreement
attached hereto as Exhibit F; (v) the ABC-NY Guaranty, attached hereto as
Exhibit G; and (vi) that certain representation letter (or letters) from Edwin
Wegman and Thomas Wegman attached hereto as Exhibit H.

         Section 6.5. Supporting Documents. On the Closing Date, the Investor
and its counsel shall have received copies of the following with respect to the
Company and each of its Domestic Subsidiaries (and, with respect to AB-Curacao,
the following except that the certificate referenced in (1)(d) below shall only
cover items (1) and (3) of such provision):

                  (a) copies of the Certificate of Incorporation , and all
                  amendments thereto, certified as of a recent date by the
                  appropriate governmental authority;

                  (b) a certificate of said authority dated as of a recent date
                  as to the due incorporation and good standing of the the
                  relevant entity and listing all documents of the relevant
                  entity on file with said authority;

                  (c) a telegram or telex from said authority as of the close of
                  business on the next business day preceding the Closing Date
                  as to the continued good standing of the relevant entity;

                  (d) a certificate of the Secretary or an Assistant Secretary
                  of the relevant entity, dated the Closing Date and certifying:
                  (1) that attached thereto is a true and complete copy of the
                  Bylaws of such entity as in effect on the date of such
                  certification; (2) that attached thereto is a true and
                  complete copy of resolutions adopted by the Board of Directors
                  of such entity authorizing the execution, delivery and
                  performance of this Agreement and the other Transaction
                  Agreements, the issuance, sale, and delivery of the
                  Securities, as applicable to such entity, and that all such
                  resolutions are still in full force and effect and are all the
                  resolutions adopted in connection with the transactions
                  contemplated by this Agreement; (3) that the Certificate of
                  Incorporation of such entity has not been amended since the
                  date of the last amendment referred to in the certificate
                  delivered pursuant to clause (b) above; and (4) the incumbency
                  and specimen signature of each officer of such entity
                  executing this Agreement and any Transaction Document, the
                  certificates or documents representing the Securities and any
                  certificate or instrument furnished pursuant hereto; and

                  (e) such additional documents and other information with
                  respect to the operations and affairs of the Company and its
                  Subsidiaries as the Investor or its counsel may reasonably
                  request in advance of the Closing Date.

                                       21



                  All such documents shall be satisfactory in form and substance
to the Investor and its counsel.

         Section 6.6. Payment of Investor's Counsel. All counsel fees and
expenses incurred by Investor shall be paid by the Company at the Closing out of
the funds advanced hereunder to each such counsel by wire transfer to such
account(s) as may be designated by any such counsel. In addition, the Company
hereby waives any fee cap contained in the Fee Agreement with respect to such
fees and expenses.

                                  ARTICLE VII.

                                  MISCELLANEOUS


         Section 7.1. Expenses. The Company shall bear its own expenses,
including legal fees, in connection with this Agreement. The expenses and legal
fees of the Investor shall be paid in accordance with the Fee Agreement.

         Section 7.2. Remedies Cumulative. Except as herein provided, the
remedies provided herein shall be cumulative and shall not preclude assertion by
any party hereto of any other rights or the seeking of any other remedies
against the other party hereto.

         Section 7.3 Brokerage. Each party hereto will indemnify and hold
harmless the others against and in respect of any claim for brokerage or other
commission relative to this Agreement or to the transaction contemplated hereby,
based in any way on agreements, arrangements or understandings made or claimed
to have been made by such party with any third party.

         Section 7.4. Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be prohibited
by or invalid under applicable law, such provisions shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.

         Section 7.5. Parties in Interest. All covenants and agreements
contained in this Agreement by or on behalf of any of the parties hereto shall
bind and inure to the benefit of the respective legal representatives,
successors and assigns of the parties hereto whether so expressed or not.

         Section 7.6. Notices. Any notice, demand, request or other
communication required to be given pursuant to this Agreement shall be in
writing, addressed respectively as follows:

                  If to the Investor, to:

                  Bio  Partners LP
                  1 Meadow  Drive
                  Lawrence, NY 11559
                  Attention:   General Partner

                                       22


                  with a copy to:

                  Gerald Padian, Esq.
                  Tashjian & Padian
                  15 West 36th Street, 15th floor
                  New York, New York 10018

                  If to the Company, to:

                  BioSpecifics Technologies Corp.
                  35 Wilbur St.
                  Lynbrook, New York 11563
                  Attn: Edwin H. Wegman

                  with a copy to:

                  Fried, Frank, Harris, Shriver & Jacobson
                  One New York Plaza
                  New York, New York 10004
                  Attn:  Jeffrey Bagner, Esq.

All notices shall be given by personal delivery, nationally recognized overnight
delivery service, such as Federal Express, or registered or certified mail,
postage prepaid and return receipt requested. Any party hereto may from time to
time change the address to which notices are to be sent, and the recipient of
such notice, by giving the other party notice thereof. All notices given
pursuant to this section shall be effective upon receipt by the party to whom
such notice is directed.

         Section 7.7. No Waiver. No failure to exercise and no delay in
exercising any right, power or privilege granted under this Agreement shall
operate as a waiver of such right, power or privilege. No single or partial
exercise of any right, power or privilege granted under this Agreement shall
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies provided in this Agreement
are cumulative and are not exclusive of any rights or remedies provided by law.

         Section 7.8. Amendments. This Agreement may be modified or amended only
by a writing signed by the Company and by the Investor.

         Section 7.9. Survival of Agreements, etc. All agreements,
representations and warranties contained in this Agreement or made in writing by
or on behalf of the Company or the Investor in connection with the transactions
contemplated by this Agreement shall survive the execution and delivery of this
Agreement, the Closing, and any investigation at any time made by or on behalf
of any Investor. Notwithstanding the preceding sentence, however, all such
representations (other than intentional misrepresentations) and warranties, but
no such agreements, shall expire (i) five (5) years after the date of this
Agreement in the case of those made by or on behalf of the Company and (ii) two


                                       23


(2) years after the date of this Agreement, in the case of those made by or on
behalf of the Investor.

         Section 7.10. Construction. This Agreement shall be governed by and
construed in accordance with the procedural and substantive laws of the State of
New York without regard for its conflicts-of-laws rules. The Company agrees that
it may be served with process in the State of New York and any action for breach
of this Agreement prosecuted against it in the courts of that State.

         Section 7.11. Entire Understanding. This Agreement expresses the entire
understanding of the parties and supersedes all prior and contemporaneous
agreements and undertakings of the parties with respect to the subject matter of
this Agreement except for those contained in the Transaction Documents.

         Section 7.12. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original but all of
which taken together shall constitute one agreement.

         Section 7.13. Successors, etc.. This Agreement shall be binding upon,
inure to the benefit of and be enforceable by the parties hereto and their
respective successors and assigns.

         Section 7.14. Usury Notwithstanding any provision to the contrary
contained in any Transaction Document, it is expressly agreed and provided that
the total liability of the Company under the Transaction Documents for payments
in the nature of interest shall not exceed the maximum lawful rate authorized
under applicable law (the "Maximum Rate"), and, without limiting the foregoing,
in no event shall any rate of interest or default interest, or both of them,
when aggregated with any other sums in the nature of interest that the Company
may be obligated to pay under the Transaction Documents exceed such Maximum
Rate. It is agreed that if the maximum contract rate of interest allowed by law
and applicable to the Transaction Documents is increased or decreased by statute
or any official governmental action subsequent to the date hereof, the new
maximum contract rate of interest allowed by law will be the Maximum Rate of
interest applicable to the Transaction Documents from the effective date
forward, unless such application is precluded by applicable law. If under any
circumstances whatsoever, interest in excess of the Maximum Rate is paid by the
Company to the Investor with respect to indebtedness evidenced by the
Transaction Documents, such excess shall be applied by the Investor to the
unpaid principal balance of any such indebtedness, such application to be
effective from the date such excess payment was made to Investor

         Section 7.15 Payment Set Aside. To the extent that the Company makes a
payment or payments to the Investor or at the direction of the Investor pursuant
to any Transaction Document or the Investor enforces or exercises its rights
thereunder, and such payment or payments or the proceeds of such enforcement or
exercise or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside, recovered from, disgorged by or are
required to be refunded, repaid or otherwise restored to the Company, a trustee,
receiver or any other Person under any law (including any bankruptcy law, state
or federal law, common or equitable cause of action), then, to the extent any
such restoration, the obligation or part thereof originally intended to be


                                       24


satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such enforcement or setoff had not occurred.

         Section 7.16 Interpretation. The parties agree that this Agreement and
the other Transaction Documents have been negotiated in detail by the parties
and their counsel and that no court in interpreting this Agreement and the other
Transaction Documents shall construe them against the drafter.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       25


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement
under seal as of the date first above written.



                                BIOSPECIFICS TECHNOLOGIES CORP.,
                                a Delaware corporation




                                By
                                   ------------------------------------
                                       Edwin H. Wegman, President


                                ADVANCE BIOFACTURES CORPORATION,
                                a New York corporation



                                By:
                                    -----------------------------------


                                Its:
                                     ----------------------------------




                                BIO PARTNERS LP,
                                a Delaware limited partnership


                                    By: Bio Management, Inc.,
                                        a Delaware corporation,
                                        its general partner

                                        By:
                                            ---------------------------
                                            Jeffrey K. Vogel, President

                                       26


EXHIBIT A -  NOTE

EXHIBIT B-  OPINION OF COMPANY COUNSEL

EXHIBIT C -  INVESTOR RIGHTS AGREEMENT

EXHIBIT D - GUARANTY

EXHIBIT E - PLEDGE AGREEMENT

EXHIBIT F - SECURITY AGREEMENT ( ASSETS )

EXHIBIT G - ABC-NY GUARANTY

EXHIBIT H - WEGMAN REPRESENTATION LETTER(S)


- --------------------------------------------------------------------------------


SCHEDULES


                                       27

EX-10.22

                                                                   EXHIBIT 10.22

                            INVESTOR RIGHTS AGREEMENT

         This Agreement is made as of June 19, 2003, by and between BIOSPECIFICS
TECHNOLOGIES CORP., a Delaware corporation (the "Company"), and BIO PARTNERS LP,
a Delaware limited partnership (the "Investor").

         NOW, THEREFORE, in consideration of the premises and mutual agreements
set forth herein, the Company and the Investor agree as follows:

SECTION 1. DEFINITIONS.

         All capitalized terms used herein and not otherwise defined in this
Section or any other part of this Agreement shall have the meanings ascribed to
them in the Securities Purchase Agreement, of even date herewith (the "Purchase
Agreement"), between the Company and the Investor. The use of the term
"including" shall mean "including, by way of example and not of limitation." As
used in this Agreement, the following terms shall have the following meanings:

         "Commission" shall mean the Securities and Exchange Commission, or any
other federal agency at the time administering the Securities Act.

         "Effectiveness Date" means the date that is three hundred fifty (350)
calendar days after the date hereof.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any similar federal statute and the rules and regulations
thereunder, all as the same shall be in effect at the time.

         "Filing Date" means with respect to the Registration Statement, the one
hundred fiftieth (150th) day after the date hereof.

         "Note" means the 12% Senior Secured Convertible Note purchased by the
Investor.

         "Proceeding" means an action, claim, suit, investigation or proceeding
(including an investigation or partial proceeding, such as a deposition),
whether commenced or threatened.

         "Prospectus" means the prospectus included in a Registration Statement
(including a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule 430A promulgated under the Securities Act), as amended or supplemented by
any prospectus supplement, with respect to the terms of the offering of any
portion of the Registrable Securities covered by the Registration Statement, and
all other amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.



         "Register," "registered" and "registration" shall refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement, and compliance with applicable
state securities laws of such states in which the Investor notifies the Company
of its intention to offer Registrable Securities.

         "Registrable Securities" shall mean all of the following to the extent
the same have not been sold to the public (i) any and all shares of Common Stock
of the Company issued pursuant to the Purchase Agreement or issuable upon
conversion of the Note; or (ii) stock issued in respect of the stock referred to
in (i) as a result of a stock split, stock dividend, recapitalization or
combination or otherwise pursuant to the Note.

         "Registration Statement" means the initial registration statement
required to be filed hereunder and any additional registration statements
contemplated herein, including (in each case) the Prospectus, amendments and
supplements to such registration statement or Prospectus, including pre- and
post-effective amendments, all exhibits thereto, and all material incorporated
by reference or deemed to be incorporated by reference in such registration
statement.

         "Rule 144" shall mean Rule 144 under the Securities Act or any
successor or similar rule as may be enacted by the Commission from time to time.

         "Securities Act" shall mean the Securities Act of 1933, as amended, or
any similar federal statute and the rules and regulations thereunder, all as the
same shall be in effect at the time.

SECTION 2. REGISTRATION.

       On or prior to the Filing Date, the Company shall prepare and file with
the Commission a registration statement covering the resale of the Registrable
Securities for an offering to be made on a continuous basis pursuant to Rule
415. The Registration Statement shall be on Form S-3 or such other form selected
by the Company which is available for an offering to be made on a continuous
basis pursuant to Rule 415 of the Securities Act and shall contain the "Plan of
Distribution" attached hereto as Annex A, with such changes, if any, as may be
mutually agreed to by the Company and the Investor. The Company shall use
commercially reasonable efforts to cause the Registration Statement to become
effective and remain effective as provided herein. The Company shall use
commercially reasonable efforts to cause the Registration Statement to be
declared effective under the Securities Act as promptly as possible after the
filing thereof, but in any event prior to its Effectiveness Date, and shall keep
the Registration Statement continuously effective under the Securities Act until
the date which is the earlier of (i) the date the Investor no longer owns any
Registrable Securities and (ii) two years from the date hereof or, with respect
to this clause (ii), if counsel to the Investor delivers a written opinion to
the Company that Investor is an "affiliate" of the Company under Rule 144, such
date as the Investor is no longer deemed to be an "affiliate" of the Company as
determined upon advice of the Investor's counsel (the "Effectiveness Period").
Notwithstanding the foregoing, no such opinion letter shall be required if
Investor continues to beneficially own ten percent (10%) or more of the
Company's outstanding Common Stock, in which case the Investor shall be deemed


                                       2


to be an "affiliate" under Rule 144 until Investor reduces its beneficial
ownership of Common Stock below ten ) percent (10%). Any determination of the
beneficial ownership of any securities by any Person required under this
Agreement or any other Transaction Document shall be made in accordance with
Rule 13d-3 promulgated under the Exchange Act.

SECTION 3.  REGISTRATION PROCEDURES.

         In connection with the Company's registration obligations hereunder,
the Company shall:

         (a) Not less than five (5) Trading Days prior to the filing of the
Registration Statement or any related Prospectus or any amendment or supplement
thereto, the Company shall, (i) furnish to the Investor copies of all such
documents proposed to be filed (including documents incorporated or deemed
incorporated by reference) which documents will be subject to the review of the
Investor, and (ii) subject to any reasonable confidentiality requirements, cause
its officers and directors, counsel and independent certified public accountants
to respond to such inquiries from the Investor as shall be necessary, in the
view of Investor's counsel, to enable the Investor to conduct a reasonable
investigation within the meaning of the Securities Act.

         (b) (i) Prepare and file with the Commission such amendments, including
post-effective amendments, to the Registration Statement and the Prospectus used
in connection therewith as may be necessary to keep the Registration Statement
continuously effective as to the applicable Registrable Securities for the
Effectiveness Period and prepare and file with the Commission such additional
Registration Statements in order to register for resale under the Securities Act
all of the Registrable Securities; (ii) cause the related Prospectus to be
amended or supplemented by any required Prospectus supplement, and as so
supplemented or amended to be filed pursuant to Rule 424; (iii) respond as
promptly as reasonably possible, and in any event within sixty (60) days, to any
comments received from the Commission with respect to the Registration Statement
or any amendment thereto and, as promptly as reasonably possible provide the
Investor true and complete copies of all correspondence from and to the
Commission relating to the Registration Statement; and (iv) comply in all
material respects with the provisions of the Securities Act and the Exchange Act
with respect to the disposition of all Registrable Securities covered by the
Registration Statement during the applicable period in accordance with the
intended methods of disposition by the Investor thereof set forth in the
Registration Statement as so amended or in such Prospectus as so supplemented.

         (c) Notify the Investor as promptly as reasonably possible (and, in the
case of (i)(A) below, not less than three Trading Days prior to such filing) and
confirm such notice no later than one Trading Day following the day:

                  (i)(A) when a Prospectus or any Prospectus supplement or
post-effective amendment to the Registration Statement is proposed to be filed;
(B) when the Commission notifies the Company whether there will be a "review" of
such Registration Statement and whenever the Commission comments in writing on
such Registration Statement (the Company shall provide true and complete copies
thereof and all written responses thereto to the Investor); and (C) with respect


                                       3


to the Registration Statement or any post-effective amendment, when the same has
become effective;

                  (ii) of any request by the Commission or any other Federal or
state governmental authority for amendments or supplements to the Registration
Statement or Prospectus or for additional information;

                  (iii) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement covering any or all
of the Registrable Securities or the initiation of any Proceedings for that
purpose;

                  (iv) of the receipt by the Company of any notification with
respect to the suspension of the qualification or exemption from qualification
of any of the Registrable Securities for sale in any jurisdiction, or the
initiation or threatening of any Proceeding for such purpose; and

                   (v) of the occurrence of any event or passage of time that
makes the financial statements included in the Registration Statement ineligible
for inclusion therein or any statement made in the Registration Statement or
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires any revisions to the
Registration Statement, Prospectus or other documents so that, in the case of
the Registration Statement or the Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading;

         (d) Use commercially reasonable efforts to avoid the issuance of, or,
if issued, obtain the withdrawal of (i) any order suspending the effectiveness
of the Registration Statement, or (ii) any suspension of the qualification (or
exemption from qualification) of any of the Registrable Securities for sale in
any jurisdiction, at the earliest practicable moment and, in any event, if any
of the foregoing occur and cannot be cured within sixty (60) days, the Company
will provide the Investor with a reasonably detailed written description for the
inability to cure.

         (e) Furnish to the Investor, without charge, at least ten (10)
conformed copies of the Registration Statement and each amendment thereto,
including financial statements and schedules, all documents incorporated or
deemed to be incorporated therein by reference, and all exhibits to the extent
requested by such Person promptly after the filing of such documents with the
Commission

         (f) Promptly deliver to the Investor, without charge, as many copies of
the Prospectus or Prospectuses (including each form of prospectus) and each
amendment or supplement thereto as the Investor may reasonably request. The
Company hereby consents to the use of such Prospectus and each amendment or
supplement thereto by the Investor in connection with the offering and sale of
the Registrable Securities covered by such Prospectus and any amendment or
supplement thereto.

                                       4


         (g) Prior to any public offering of Registrable Securities, use
commercially reasonable efforts to register or qualify or cooperate with the
Investor in connection with the registration or qualification (or exemption from
such registration or qualification) of such Registrable Securities for offer and
sale under the securities or Blue Sky laws of such jurisdictions within the
United States as the Investor requests in writing, to keep each such
registration or qualification (or exemption therefrom) effective during the
Effectiveness Period and to do any and all other acts or things reasonably
necessary or advisable to enable the disposition in such jurisdictions of the
Registrable Securities covered by a Registration Statement; provided, that the
Company shall not be required to qualify generally to do business in any
jurisdiction where it is not then so qualified or subject the Company to any tax
in any such jurisdiction where it is not then so subject.

          (h) Cooperate with the Investor to facilitate the timely preparation
and delivery of certificates representing Registrable Securities to be delivered
to a transferee pursuant to a Registration Statement, which certificates shall
be free, to the extent permitted by the Purchase Agreement and applicable law,
of all restrictive legends, and to enable such Registrable Securities to be in
such denominations and registered in such names as the Investor may request.

         (i) Upon the occurrence of any event contemplated by Section 3(c)(v),
as promptly as reasonably possible, prepare a supplement or amendment, including
a post-effective amendment, to the Registration Statement or a supplement to the
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, and file any other required document so that, as
thereafter delivered, neither the Registration Statement nor such Prospectus
will contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.

         (j) Comply with all applicable rules and regulations of the Commission.

         (k) File and maintain any and all listing applications or other
documents required by any stock exchange or trading system on which the Common
Stock is listed during the effectiveness or re-instatement of a Registration
Statement.

SECTION 4. OTHER MATTERS.

         (a) Notwithstanding anything to the contrary contained herein, if
two-thirds of the Board of Directors of the Company (other than Edwin Wegman),
in their good faith judgment, determines that any registration of Registrable
Securities should not be made or continued because it would materially interfere
with any material financing, acquisition, n or merger involving the Company or
any of its subsidiaries (a "Valid Business Reason"), (x) the Company may
postpone filing a registration statement until such Valid Business Reason no
longer exists, but in no event for more than 90 days, and (y) in case a
registration statement has been filed the Company, may cause such registration
statement to be withdrawn and its effectiveness terminated or may postpone
amending or supplementing such registration statement until such Valid Business
Reason no longer exists, but in no event for more than 90 days (such period of
postponement or withdrawal under subclauses (x) or (y), the "Postponement
Period"); and the Company shall give written notice of its determination to the


                                       5


Investor to postpone or withdraw a registration statement and of the fact that
the Valid Business Reason for such postponement or withdrawal no longer exists,
in each case, promptly after the occurrence thereof.

         (b) The Company may require as a condition precedent to the Company's
obligations under this Agreement that the Investor furnish the Company such
information regarding Investor and the distribution of the Registrable
Securities as the Company may from time to time reasonably request provided that
such information is necessary for the Company to consummate such registration
and shall be used only in connection with such registration.

         (c) Investor agrees that upon receipt of any notice from the Company
of the happening of any event of the kind described in Section 3(c)(iii),
3(c)(iv) or 3(c)(v), Investor will discontinue its disposition of Registrable
Securities pursuant to the Registration Statement until Investor's receipt of
copies of a supplemented or amended prospectus and, if so directed by the
Company, will deliver to the Company (at the Company's expense) all copies,
other than permanent file copies, then in Investor's possession of the
prospectus covering such Registrable Securities that was in effect at the time
of receipt of such notice.

SECTION 5. PUT OPTION. If the Registration Statement is not effective on or
before the Effectiveness Date, subject to applicable law, the Company shall
repurchase any or all of the Two Hundred Ninety Five Thousand Three Hundred
Twelve(295,312) shares of Common Stock purchased by the Investor upon demand by
the Investor (the "Put Right") at a purchase price of $1.00 per share. This put
right shall remain effective until the earlier of (i) the registration of all
Registrable Securities pursuant to the Registration Statement and (ii)
Forty-Five (45) days after the expiration of the Effectiveness Period. If, upon
advice of counsel, the Company determines that it is not permitted under
applicable law, including, without limitation, Sections 160 and 170 of the
Delaware General Corporation Law, to honor a put demand, then the Company shall
provide tothe Investor with a detailed written description of such reasons
(including any relevant calculations) within five Trading Days of receiving a
put demand (the "Restricted Put Notice"). If the Company shall be prevented by
law from making any payment required to be made under this Section, the
obligations hereunder shall be continuing obligations, and such payments shall
be made in partial payments when, as soon as, and to the extent that, any
portion of such payments shall later be permitted under applicable law. If,
after seven Trading Days all or part of such put demand cannot be honored,
interest shall accrue on any amount of the unredeemed put as of such day at the
rate of seven percent (7%) per annum until such amount, and all accrued
interest, is paid to the Investor; provided, however, that the Company shall
have no obligation with respect to any shares underlying the unredeemed put
(including any obligation to pay interest thereon) if subsequent to the date of
the Restricted Put Notice and prior to such shares being purchased by the
Company, the Investor sells the shares underlying such unredeemed puts.

SECTION 6. PRIORITY OF INVESTOR RIGHTS. So long as any Registrable Securities
remain unregistered pursuant to an effective Registration Statement, the Company
shall not grant any rights to any other Person that are senior to the Investor's
rights hereunder. The Company shall provide written notice to the Investor of


                                       6


any put or similar rights it grants after the date hereof and prior to the
Effectiveness Date. Neither the Company nor any of its security holders (other
than the Investor in such capacity pursuant hereto) may include securities of
the Company in the Registration Statement other than the Registrable Securities,
and the Company shall not after the date hereof enter into any agreement
providing any such right to any of its security holders. The Company has not
previously entered into any agreement granting any registration rights,
redemption rights or put rights with respect to any of its securities to any
Person which have not been fully satisfied.

SECTION 7. RULE 144 MATTERS. Until the Investor no longer owns any Registrable
Securities, the Company agrees:

                  (a) make and keep public information available, as those terms
are understood and defined in Rule 144;

                  (b) use commercially reasonable efforts to file with the
Commission in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act.

SECTION 8.  INDEMNIFICATION.

         (a) Indemnification by the Company. The Company shall, notwithstanding
any termination of this Agreement, indemnify and hold harmless the Investor and
its partners, shareholders, officers, directors, members, managers, agents,
brokers, and employees and each Person who controls the Investor (within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)
and the shareholders, officers, directors, agents and employees of each such
controlling Person, to the fullest extent permitted by applicable law, from and
against any and all losses, claims, damages, liabilities, costs (including,
without limitation, reasonable costs of preparation and reasonable attorneys'
fees) and expenses (collectively, "Losses"), as incurred, arising out of or
relating to any untrue or alleged untrue statement of a material fact contained
in the Registration Statement or any Prospectus or in any preliminary
prospectus, or arising out of or relating to any omission or alleged omission of
a material fact required to be stated therein or necessary to make the
statements therein (in the case of any Prospectus, in light of the circumstances
under which they were made) not misleading provided that the Company shall not
be liable for any Losses the extent that such untrue statements or omissions are
based upon information regarding the Investor furnished in writing to the
Company by the Investor expressly for use therein, or to the extent that such
information relates to the Investor or the Investor's proposed method of
distribution of Registrable Securities and was reviewed and expressly approved
in writing by the Investor expressly for use in the Registration Statement, such
Prospectus or such form of Prospectus or in any amendment or supplement thereto
(it being understood that the Investor has approved Annex A hereto for this
purpose).

           (b) Indemnification by Investor. The Investor shall, notwithstanding
any termination of this Agreement, indemnify and hold harmless the Company, its
directors, officers, agents and employees, to the fullest extent permitted by


                                       7


applicable law, from and against all Losses, as incurred, arising out of or
based upon: (x) such Investor's failure to comply with the prospectus delivery
requirements of the Securities Act or (y) any untrue or alleged untrue statement
of a material fact contained in any Registration Statement, any Prospectus, or
any form of prospectus, or in any amendment or supplement thereto, or arising
out of or based upon any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein (in
the case of any Prospectus, in light of the circumstances under which they were
made) not misleading to the extent, but only to the extent, that such untrue
statement or omission is contained in any information so furnished in writing by
the Investor to the Company specifically for inclusion in such Registration
Statement or such Prospectus or to the extent that such untrue statements or
omissions are based solely upon information regarding the Investor furnished in
writing to the Company by the Investor expressly for use therein, or to the
extent that such information relates to the Investor or the Investor's proposed
method of distribution of Registrable Securities and was reviewed and expressly
approved in writing by the Investor expressly for use in the Registration
Statement (it being understood that the Investor has approved Annex A hereto for
this purpose). In no event shall the liability of the Investor hereunder be
greater in amount than the dollar amount of the net proceeds received by the
Investor upon the sale of the Registrable Securities giving rise to such
indemnification obligation.

 (c) Conduct of Indemnification Proceedings. If any Proceeding shall be brought
or asserted against any Person entitled to indemnity hereunder (an "Indemnified
Party"), such Indemnified Party shall promptly notify the Person from whom
indemnity is sought (the "Indemnifying Party") in writing; provided, that the
failure of any Indemnified Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
except (and only) to the extent that it shall be finally determined by a court
of competent jurisdiction (which determination is not subject to appeal or
further review) that such failure shall have materially prejudiced the
Indemnifying Party. The Indemnifying Party shall be entitled to participate in
such Proceeding and, unless in the opinion of counsel to the Indemnified Party a
conflict of interest between the Indemnified Party and the Indemnifying Party
may exist in respect of such claim, to assume the defense thereof with counsel
reasonably satisfactory to the Indemnified Party, and after notice from the
Indemnifying Party to the Indemnified Party that it so chooses, the Indemnifying
Party shall not be liable to such Indemnified Party for any legal or other
expenses subsequently incurred by the Indemnified Party in connection with the
defense thereof; provided, however, that (i) if the Indemnified Party who is a
defendant in any Proceeding which is also brought against the Indemnifying Party
shall have concluded that there may be one or more legal defenses available to
the Indemnified Party which are not available to the Indemnifying Party; or (ii)
if representation of both parties by the same counsel is otherwise inappropriate
under applicable standards of professional conduct, then, in any such case, the
Indemnified Party shall have the right to assume or continue its own defense
(but with no more than one firm of counsel for all indemnified parties) and the
Indemnifying Party shall be liable for any reasonable costs and expenses
therefore.

          The Indemnifying Party shall not, without the prior written consent of
the Indemnified Party, effect any settlement of any pending Proceeding in
respect of which the Indemnified Party is a party, unless such settlement


                                       8


includes an unconditional release of the Indemnified Party from all liability on
claims that are the subject matter of such Proceeding. All fees and expenses of
the Indemnified Party (including reasonable fees and expenses to the extent
incurred in connection with investigating or preparing to defend such Proceeding
in a manner not inconsistent with this Section) shall be paid to the Indemnified
Party, as incurred, within ten Trading Days of written notice thereof to the
Indemnifying Party (regardless of whether it is ultimately determined that the
Indemnified Party is not entitled to indemnification hereunder; provided, that
the Indemnifying Party may require the Indemnified Party to undertake to
reimburse all such fees and expenses to the extent it is finally judicially
determined that the Indemnified Party is not entitled to indemnification
hereunder).

SECTION 9. PIGGYBACK REGISTRATIONS. If at any time during the Effectiveness
Period there is not an effective Registration Statement covering all of the
Registrable Securities and the Company shall determine to prepare and file with
the Commission a registration statement relating to an offering for its own
account or the account of others under the Securities Act of any of its equity
securities, other than on Form S-4 or Form S-8 (each as promulgated under the
Securities Act) or their then equivalents relating to equity securities to be
issued solely in connection with any acquisition of any entity or business or
equity securities issuable in connection with stock option or other employee
benefit plans, then the Company shall send to the Investor written notice of
such determination and, if within fifteen days after receipt of such notice, the
Investor shall so request in writing, the Company shall include in such
registration statement all or any part of such Registrable Securities the
Investor requests to be registered, subject to customary underwriter cutbacks
applicable to all holders of registration rights.

SECTION 10.  MISCELLANEOUS.

          (a) Remedies. In the event of a breach by the Company of any of its
obligations under this Agreement, the Investor, in addition to being entitled to
exercise all rights granted by law and under this Agreement, including recovery
of damages, will be entitled to specific performance of its rights under this
Agreement. The Company agrees that monetary damages would not provide adequate
compensation for any losses incurred by reason of a breach by it of any of the
provisions of this Agreement and hereby further agrees that, in the event of any
action for specific performance in respect of such breach, it shall waive the
defense that a remedy at law would be adequate.

             (b) Remedies Cumulative. The Put Right is the exclusive remedy for
the Investor under this Agreement solely with respect to the failure of the
Company to register the Purchased Shares as provided herein. Except for the
foregoing exception, the remedies provided herein shall be cumulative and shall
not preclude assertion by a party hereto of any other rights or the seeking of
any other remedies against the other party hereto.

          (c) Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provisions shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.

                                       9


          (d) Parties in Interest. All covenants and agreements contained in
this Agreement by or on behalf of any of the parties hereto shall bind and inure
to the benefit of the respective legal representatives, successors and permitted
assigns of the parties hereto whether so expressed or not.

         (e) Notices. Any notice, demand, request or other communication
required to be given pursuant to this Agreement shall be in writing, addressed
respectively as follows:

                  If to the Investor, to:

                  Bio Partners LP
                  1 Meadow  Drive
                  Lawrence, NY 11559
                  Attention:  General Partner

                  with a copy to:

                  Gerald Padian, Esq.
                  Tashjian & Padian
                  15 West 36th Street, 15th floor
                  New York, New York 10018

                  If to the Corporation, to:

                  BioSpecifics Technologies Corp.
                  35 Wilbur St.
                  Lynbrook, New York 11563
                  Attn: Edwin H. Wegman

                  with a copy to:

                  Fried, Frank, Harris, Shriver & Jacobson
                  One New York Plaza
                  New York, New York 10004
                  Attn:  Jeffrey Bagner, Esq.

All notices shall be given by personal delivery, nationally recognized overnight
delivery service, such as Federal Express, or registered or certified mail,
postage prepaid and return receipt requested. Any party hereto may from time to
time change the address to which notices are to be sent, and the recipient of
such notice, by giving the other party notice thereof. All notices given
pursuant to this section shall be effective upon receipt by the party to whom
such notice is directed.

                                       10



         (f) No Waiver No failure to exercise and no delay in exercising any
right, power or privilege granted under this Agreement shall operate as a waiver
of such right, power or privilege. No single or partial exercise of any right,
power or privilege granted under this Agreement shall preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.

         (g) Amendments. This Agreement may be modified or amended only by a
writing signed by the Company and by the Investor.

         (h) Survival of Agreements, etc. All agreements, representations and
warranties contained in this Agreement or made in writing by or on behalf of the
Company or the Investor in connection with the transactions contemplated by this
Agreement shall survive the execution and delivery of this Agreement, the
Closing, and any investigation at any time made by or on behalf of any Investor.
Notwithstanding the preceding sentence, however, all such representations (other
than intentional misrepresentations) and warranties, but no such agreements,
shall expire two years after the date of this Agreement.

         (i) Governing Law. This Agreement shall be governed by and construed in
accordance with the procedural and substantive laws of the State of New York
without regard for its conflicts-of-laws rules. The Company agrees that it may
be served with process in the State of New York and any action for breach of
this Agreement prosecuted against it in the courts of that State.

         (j) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
taken together shall constitute one agreement.

         (k) Assignment. This Agreement and the rights hereunder shall not be
assignable or transferable by the Investor or the Company without the prior
written consent of the other party hereto.

                                       11


            IN WITNESS WHEREOF, the parties have executed this Registration
Rights Agreement as of the date first written above.



                                      BIOSPECIFICS TECHNOLOGIES CORP.,
                                      a Delaware corporation

                                      By
                                         --------------------------------
                                         Edwin H. Wegman, President




                                      BIO PARTNERS LP,
                                      a Delaware limited partnership


                                      By: Bio Management, Inc.,
                                          a Delaware corporation,
                                          its general partner


                                          By:
                                              ---------------------------
                                              Jeffrey K. Vogel, President

                                       12


                                     ANNEX A

                              PLAN OF DISTRIBUTION

The selling stockholder (and its permitted assigns, if any) may, from time to
time, sell any or all of their shares of common stock on any stock exchange,
market or trading facility on which the shares are traded or in private
transactions. These sales may be at fixed or negotiated prices. The selling
stockholder may use any one or more of the following methods when selling
shares:

..    ordinary brokerage transactions and transactions in which the broker-dealer
     solicits purchasers;

..    block trades in which the broker-dealer will attempt to sell the shares as
     agent but may position and resell a portion of the block as principal to
     facilitate the transaction;

..    purchases by a broker-dealer as principal and resale by the broker-dealer
     for its account;

..    an exchange distribution in accordance with the rules of the applicable
     exchange;

..    privately negotiated transactions;

..    short sales

..    broker-dealers may agree with the selling stockholders to sell a specified
     number of such shares at a stipulated price per share;

..    a combination of any such methods of sale; and

..    any other method permitted pursuant to applicable law.

          The selling stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the selling stockholder may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholder (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The selling stockholder does not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.

 The selling stockholder and any broker-dealers or agents that are involved in
selling the shares may be deemed to be "underwriters" within the meaning of the
Securities Act in connection with such sales. In such event, any commissions


                                       13


received by such broker-dealers or agents and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. The selling stockholder have informed the
Company that they do not have any agreement or understanding, directly or
indirectly, with any person to distribute the Common Stock.

The Company is required to pay all fees and expenses incident to the
registration of the shares. The Company has agreed to indemnify the selling
stockholders against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.

                                       14