8-K

UNITED STATES
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

         October 19, 2007
Date of Report (Date of earliest event reported):

PURE BIOSCIENCE
(Exact name of registrant as specified in charter)

        California
(State or other jurisdiction of incorporation)     33-0530289
  (IRS Employer Identification No.)

1725 Gillespie Way, El Cajon, California 92020
(Address of principal executive offices)

(619) 586 8600
Registrant’s telephone number, including area code:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02    Unregistered Sales of Equity Securities.

On October 19, 2007 the Company sold 1,667,596 unregistered securities units to accredited investors at $5.03 per unit.  Each unit consisted of one share of PURE Bioscience common stock and one quarter of a five-year warrant to purchase PURE Bioscience common stock at $7.17 per share.  A total of 419,394 such five-year warrants were issued to the investors.  The offering purchase price represented an approximate 11% discount to the average closing price of the trailing ten days ending October 18, 2007.  The aggregate of shares sold represent approximately 6.7% of the prior outstanding shares.  The net proceeds to the Company were approximately $7.72 million.  A five-year warrant to purchase 167,776 shares of common stock at $8.60 per share was issued to Taglich Brothers, Inc. as the placement agent.  The net proceeds will be allocated to business development, research and development, working capital and other general corporate purposes.

The Company has agreed to file a registration statement with the Securities and Exchange Commission within ninety days of the closing for purposes of registering the resale of the common stock issued and sold in the private placement and the shares underlying the warrants issued to both the investors and the placement agent.

With respect to the unregistered sales made, the Company relied on Regulation D and Section 4(2) of the Securities Act of 1933, as amended. No advertising or general solicitation was employed in offering the securities. The securities were offered to sophisticated, accredited investors who were provided all of the current public information available on the Company.

The above description, which summarizes the material terms of the Placement Agreement and Warrant, is not complete. Please read the full text of the Placement Agreement and Warrant, which have been filed with the Securities and Exchange Commission as Exhibits to this Current Report.

Item 9.01   Financial Statements and Exhibits

(d) Exhibits

4.4 Investor Warrant

4.5 Placement Agent Warrant

10.14 Placement Agent Agreement

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.

Dated:  October 25, 2007

PURE BIOSCIENCE

/s/ MICHAEL L. KRALL
Michael L. Krall, Chief Executive Officer

EX-4.4

                                                                     Exhibit 4.4


NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT


                          COMMON STOCK PURCHASE WARRANT


                    To Purchase [      ] Shares of Common Stock of

                                 PURE Bioscience

THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received,
_____________________ (the "Holder"), is entitled, upon the terms and subject to
the limitations on exercise and the conditions hereinafter set forth, at any
time on or before the close of business on the Termination Date (as defined
below) but not thereafter, to subscribe for and purchase from PURE Bioscience a
corporation incorporated in the State of Washington (the "Company"), up to [ ]
shares (the "Warrant Shares") of Common Stock, of the Company (the "Common
Stock"). The purchase price of each full share of Common Stock (the "Exercise
Price") under this Warrant shall be $6.00, subject to adjustment hereunder. The
Exercise Price and the number of Warrant Shares for which the Warrant is
exercisable shall be subject to adjustment as provided herein. As used herein
"Termination Date" shall mean October [ ], 2012 Capitalized terms used and not
otherwise defined herein shall have the meanings set forth in that certain Unit
Purchase Agreement (the "Purchase Agreement"), dated October [ ], 2007, between
the Company and the purchasers signatory thereto.








     1. Title to Warrant. Prior to the Termination Date and subject to
compliance with applicable laws and Section 7 of this Warrant, this Warrant and
all rights hereunder are transferable, in whole or in part, at the office or
agency of the Company by the Holder in person or by duly authorized attorney,
upon surrender of this Warrant together with the Assignment Form annexed hereto
properly endorsed. The transferee shall sign an investment letter in form and
substance reasonably satisfactory to the Company.

     2. Authorization of Shares. The Company covenants that all Warrant Shares
which may be issued upon the exercise of the purchase rights represented by this
Warrant will, upon exercise of the purchase rights represented by this Warrant,
be duly authorized, validly issued, fully paid and nonassessable and free from
all taxes, liens and charges in respect of the issue thereof (other than taxes
in respect of any transfer occurring contemporaneously with such issue).

     3. Exercise of Warrant.

          (a) Except as provided in Section 4 herein, exercise of the purchase
     rights represented by this Warrant may be made at any time or times on or
     before the Termination Date by surrendering this Warrant and the Notice of
     Exercise Form annexed hereto duly executed, at the office of the Company
     (or such other office or agency of the Company as it may designate by
     notice in writing to the registered Holder at the address of such Holder
     appearing on the books of the Company) and paying the Exercise Price of the
     shares thereby purchased by wire transfer or cashier's check drawn on a
     United States bank or electing a cashless exercise pursuant to Section
     3(d), and the Holder shall be entitled to receive a certificate for the
     number of Warrant Shares so purchased. Certificates for shares purchased
     hereunder shall be delivered to the Holder within five (5) Trading Days
     after the date on which this Warrant shall have been exercised as
     aforesaid. This Warrant shall be deemed to have been exercised and such
     certificate or certificates shall be deemed to have been issued, and the
     Holder or any other person so designated to be named therein shall be
     deemed to have become a holder of record of such shares for all purposes,
     as of the date the Warrant has been exercised by payment to the Company of
     the Exercise Price and all taxes required to be paid by the Holder, if any,
     pursuant to Section 5 prior to the issuance of such shares, have been paid.
     "Trading Day" means a day on which the NASDAQ Stock Market is open for the
     transaction of business.

          (b) If this Warrant shall have been exercised in part, the Company
     shall, at the time of delivery of the certificate or certificates
     representing Warrant Shares, deliver to Holder a new Warrant evidencing the
     rights of Holder to purchase the unpurchased Warrant Shares called for by
     this Warrant, which new Warrant shall in all other respects be identical
     with this Warrant.

          (c) If the Company fails to deliver to the Holder a certificate or
     certificates representing the Warrant Shares pursuant to Section 3(a) of
     this Warrant by the close of business on the fifth Trading Day after the
     date of exercise, then the Holder will have the right to rescind such
     exercise.




          (d) If, but only if, at any time after one year from the date of
     issuance of this Warrant there is no effective Registration Statement
     registering the resale of the Warrant Shares by the Holder, this Warrant
     may also be exercised by means of a "cashless exercise" in which the Holder
     shall be entitled to receive a certificate for the number of Warrant Shares
     equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

                  (A)     = the Closing Price on the Trading Day immediately
                          preceding the date of such election;

                  (B)     = the Exercise Price of this Warrant, as adjusted; and

                  (X)     = the number of Warrant Shares issuable upon exercise
                          of this Warrant in accordance with the terms of this
                          Warrant by means of a cash exercise rather than a
                          cashless exercise.

     4. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which Holder would otherwise be entitled
to purchase upon such exercise, the Company shall pay a cash adjustment in
respect of such final fraction in an amount equal to such fraction multiplied by
the Exercise Price.

     5. Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares
shall be made without charge to the Holder for any issue or transfer tax or
other incidental expense in respect of the issuance of such certificate, all of
which taxes and expenses shall be paid by the Company, and such certificates
shall be issued in the name of the Holder or in such name or names as may be
directed by the Holder; provided, however, that in the event certificates for
Warrant Shares are to be issued in a name other than the name of the Holder,
this Warrant when surrendered for exercise shall be accompanied by the
Assignment Form attached hereto duly executed by the Holder; and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto.

     6. Closing of Books. The Company will not close its stockholder books or
records in any manner that prevents the timely exercise of this Warrant,
pursuant to the terms hereof.

     7. Transfer, Division and Combination.

          (a) Subject to compliance with any applicable securities laws and the
     conditions set forth herein and in the Purchase Agreement, this Warrant and
     all rights hereunder are transferable, in whole or in part, upon surrender
     of this Warrant at the principal office of the Company, together with a
     written assignment of this Warrant substantially in the form attached
     hereto duly executed by the Holder or its agent or attorney and funds
     sufficient to pay any transfer taxes payable upon the making of such
     transfer. Upon such surrender and, if required, such payment, the Company
     shall execute and deliver a new Warrant or Warrants in the name of the
     assignee or assignees and in the denomination or denominations specified in
     such instrument of assignment, and shall issue to the assignor a new
     Warrant evidencing the portion of this Warrant not so assigned, and this
     Warrant shall promptly be cancelled. A Warrant, if properly assigned, may
     be exercised by a new holder for the purchase of Warrant Shares without
     having a new Warrant issued.




          (b) This Warrant may be divided or combined with other Warrants upon
     presentation hereof at the aforesaid office of the Company, together with a
     written notice specifying the names and denominations in which new Warrants
     are to be issued, signed by the Holder or its agent or attorney. Subject to
     compliance with Section 7(a), as to any transfer which may be involved in
     such division or combination, the Company shall execute and deliver a new
     Warrant or Warrants in exchange for the Warrant or Warrants to be divided
     or combined in accordance with such notice.

          (c) The Company shall prepare, issue and deliver at its own expense
     (other than transfer taxes) the new Warrant or Warrants under this Section
     7.

          (d) The Company agrees to maintain, at its aforesaid office, books for
     the registration and the registration of transfer of the Warrants.

          (e) If, at the time of the surrender of this Warrant in connection
     with any transfer of this Warrant, the transfer of this Warrant shall not
     be registered pursuant to an effective registration statement under the
     Securities Act and under applicable state securities or blue sky laws, the
     Company may require, as a condition of allowing such transfer (i) that the
     Holder or transferee of this Warrant, as the case may be, furnish to the
     Company a written opinion of counsel (which opinion shall be in form,
     substance and scope customary for opinions of counsel in comparable
     transactions) to the effect that such transfer may be made without
     registration under the Securities Act and under applicable state securities
     or blue sky laws, (ii) that the holder or transferee execute and deliver to
     the Company an investment letter in form and substance acceptable to the
     Company and (iii) that the transferee be an "accredited investor" as
     defined in Rule 501(a) promulgated under the Securities Act.

     8. No Rights as Shareholder until Exercise. This Warrant does not entitle
the Holder to any voting rights or other rights as a shareholder of the Company
prior to the exercise hereof. Upon the surrender of this Warrant and the payment
of the aggregate Exercise Price (or election of a cashless exercise), the
Warrant Shares so purchased shall be and be deemed to be issued to such Holder
as the record owner of such shares as of the close of business on the later of
the date of such surrender or payment.




     9. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants
that upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant or any stock
certificate relating to the Warrant Shares, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it (which, in
the case of the Warrant, shall not include the posting of any bond), and upon
surrender and cancellation of such Warrant or stock certificate, if mutilated,
the Company will make and deliver a new Warrant or stock certificate of like
tenor and dated as of such cancellation, in lieu of such Warrant or stock
certificate.

     10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the
taking of any action or the expiration of any right required or granted herein
shall be a Saturday, Sunday or a legal holiday, then such action may be taken or
such right may be exercised on the next succeeding day not a Saturday, Sunday or
legal holiday.

     11. Adjustments of Exercise Price and Number of Warrant Shares. The number
and kind of securities purchasable upon the exercise of this Warrant and the
Exercise Price shall be subject to adjustment from time to time upon the
happening of any of the following. In case the Company shall (i) declare a
dividend or other distribution in shares of Common Stock or other securities or
property of the Company to holders of its outstanding Common Stock, (ii)
subdivide its outstanding shares of Common Stock into a greater number of
shares, (iii) combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock, or (iv) issue any shares of its capital stock
in a reclassification of the Common Stock, then the number of Warrant Shares
purchasable upon exercise of this Warrant immediately prior thereto shall be
adjusted so that the Holder shall be entitled to receive the kind and number of
Warrant Shares or other securities of the Company which it would have owned or
have been entitled to receive had such Warrant been exercised in advance
thereof. Upon each such adjustment of the kind and number of Warrant Shares or
other securities of the Company which are purchasable hereunder, the Holder
shall thereafter be entitled to purchase the number of Warrant Shares or other
securities resulting from such adjustment at an Exercise Price per Warrant Share
or other security obtained by multiplying the Exercise Price in effect
immediately prior to such adjustment by the number of Warrant Shares purchasable
pursuant hereto immediately prior to such adjustment and dividing by the number
of Warrant Shares or other securities of the Company that are purchasable
pursuant hereto immediately after such adjustment. An adjustment made pursuant
to this paragraph shall become effective immediately after the effective date of
such event retroactive to the record date, if any, for such event.

     12. Reorganization, Reclassification, Merger, Consolidation or Disposition
of Assets. In case the Company shall reorganize its capital, reclassify its
capital stock, consolidate or merge with or into another corporation (where the
Company is not the surviving corporation or where there is a change in or
distribution with respect to the Common Stock of the Company), or sell, transfer
or otherwise dispose of its property, assets or business to another corporation
and, pursuant to the terms of such reorganization, reclassification, merger,
consolidation or disposition of assets, shares of common stock of the successor
or acquiring corporation, or any cash, shares of stock or other securities or
property of any nature whatsoever (including warrants or other subscription or
purchase rights) in addition to or in lieu of common stock of the successor or
acquiring corporation ("Other Property"), are to be received by or distributed
to the holders of Common Stock of the Company, then the Holder shall have the
right thereafter to receive upon exercise of this Warrant, the number of shares
of Common Stock of the successor or acquiring corporation or of the Company, if
it is the surviving corporation, and Other Property receivable upon or as a
result of such reorganization, reclassification, merger, consolidation or
disposition of assets by a Holder of the number of shares of Common Stock for
which this Warrant is exercisable immediately prior to such event. In case of
any such reorganization, reclassification, merger, consolidation or disposition
of assets, the successor or acquiring corporation (if other than the Company)
shall expressly assume the due and punctual observance and performance of each
and every covenant and condition of this Warrant to be performed and observed by
the Company and all the obligations and liabilities hereunder, subject to such
modifications as may be deemed appropriate (as determined in good faith by
resolution of the Board of Directors of the Company) in order to provide for
adjustments of Warrant Shares for which this Warrant is exercisable which shall
be as nearly equivalent as practicable to the adjustments provided for in this
Section 12. For purposes of this Section 12, "common stock of the successor or
acquiring corporation" shall include stock of such corporation of any class
which is not preferred as to dividends or assets over any other class of stock
of such corporation and which is not subject to redemption and shall also
include any evidences of indebtedness, shares of stock or other securities which
are convertible into or exchangeable for any such stock, either immediately or
upon the arrival of a specified date or the happening of a specified event and
any warrants or other rights to subscribe for or purchase any such stock. The
foregoing provisions of this Section 12 shall similarly apply to successive
reorganizations, reclassifications, mergers, consolidations or disposition of
assets.



     13. Notice of Adjustment. Whenever the number of Warrant Shares or number
or kind of securities or other property purchasable upon the exercise of this
Warrant or the Exercise Price is adjusted, as herein provided, the Company shall
give notice thereof to the Holder, which notice shall state the number of
Warrant Shares (and other securities or property) purchasable upon the exercise
of this Warrant and the Exercise Price of such Warrant Shares (and other
securities or property) after such adjustment, setting forth a brief statement
of the facts requiring such adjustment and setting forth the computation by
which such adjustment was made.

     14. Notice of Corporate Action. If at any time:

          (a) the Company shall take a record of the holders of its Common Stock
     for the purpose of entitling them to receive a dividend or other
     distribution, or any right to subscribe for or purchase any evidences of
     its indebtedness, any shares of stock of any class or any other securities
     or property, or to receive any other right, or

          (b) there shall be any capital reorganization of the Company, any
     reclassification or recapitalization of the capital stock of the Company or
     any consolidation or merger of the Company with, or any sale, transfer or
     other disposition of all or substantially all the property, assets or
     business of the Company to, another corporation or,

          (c) there shall be a voluntary or involuntary dissolution, liquidation
     or winding up of the Company;



then, in any one or more of such cases, the Company shall give to Holder (i) at
least 10 calendar days' prior written notice of the date on which a record date
shall be selected for such dividend, distribution or right or for determining
rights to vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 30
calendar days' prior written notice of the date when the same shall take place.
Such notice in accordance with the foregoing clause also shall specify (i) the
date on which any such record is to be taken for the purpose of such dividend,
distribution or right, the date on which the holders of Common Stock shall be
entitled to any such dividend, distribution or right, and the amount and
character thereof, and (ii) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be
entitled to exchange their Warrant Shares for securities or other property
deliverable upon such disposition, dissolution, liquidation or winding up. Each
such written notice shall be sufficiently given if addressed to Holder at the
last address of Holder appearing on the books of the Company and delivered in
accordance with Section 17(d).

     15. Authorized Shares. The Company covenants that during the period the
Warrant is outstanding, it will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of the Warrant
Shares upon the exercise of any purchase rights under this Warrant. The Company
further covenants that its issuance of this Warrant shall constitute full
authority to its officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for the Warrant
Shares upon the exercise of the purchase rights under this Warrant. The Company
will take all such reasonable action as may be necessary to assure that such
Warrant Shares may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of the Trading Market upon
which the Common Stock may be listed.

     Except and to the extent as waived or consented to by the Holder, the
Company shall not by any action, including, without limitation, amending its
certificate of incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such actions as may be
necessary or appropriate to protect the rights of Holder as set forth in this
Warrant against impairment. Without limiting the generality of the foregoing,
the Company will (a) not increase the par value of any Warrant Shares above the
amount payable therefor upon such exercise immediately prior to such increase in
par value, (b) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares upon the exercise of this Warrant, and (c) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof as may be necessary
to enable the Company to perform its obligations under this Warrant.

     Before taking any action which would result in an adjustment in the number
of Warrant Shares for which this Warrant is exercisable or in the Exercise
Price, the Company shall obtain all such authorizations or exemptions thereof,
or consents thereto, as may be necessary from any public regulatory body or
bodies having jurisdiction thereof.




     16. Registration Rights. The Warrant Shares shall be entitled to the
registration rights as set forth in the Purchase Agreement. Such registration
rights are incorporated herein by this reference as if such provisions had been
set forth herein full.

     17. Miscellaneous.

          (a) Jurisdiction. All questions concerning the construction, validity,
     enforcement and interpretation of this Warrant shall be determined in
     accordance with the provisions of the Purchase Agreement.

          (b) Restrictions. The Holder acknowledges that the Warrant Shares
     acquired upon the exercise of this Warrant, if not registered, will have
     restrictions upon resale imposed by state and federal securities laws.

          (c) Nonwaiver and Expenses. No course of dealing or any delay or
     failure to exercise any right hereunder on the part of Holder shall operate
     as a waiver of such right or otherwise prejudice Holder's rights, powers or
     remedies, notwithstanding all rights hereunder terminate on the Termination
     Date. If the Company willfully and knowingly fails to comply with any
     provision of this Warrant, which results in any material damages to the
     Holder, the Company shall pay to Holder such amounts as shall be sufficient
     to cover any costs and expenses including, but not limited to, reasonable
     attorneys' fees, including those of appellate proceedings, incurred by
     Holder in collecting any amounts due pursuant hereto or in otherwise
     enforcing any of its rights, powers or remedies hereunder.

          (d) Notices. Any notice, request or other document required or
     permitted to be given or delivered to the Holder by the Company shall be
     delivered in accordance with the notice provisions of the Purchase
     Agreement; provided upon any permitted assignment of this Warrant, the
     assignee shall promptly provide the Company with its contact information.

          (e) Limitation of Liability. No provision hereof, in the absence of
     any affirmative action by Holder to exercise this Warrant or purchase
     Warrant Shares, and no enumeration herein of the rights or privileges of
     Holder, shall give rise to any liability of Holder for the purchase price
     of any Common Stock or as a stockholder of the Company, whether such
     liability is asserted by the Company or by creditors of the Company.

          (f) Remedies. Holder, in addition to being entitled to exercise all
     rights granted by law, including recovery of damages, will be entitled to
     specific performance of its rights under this Warrant. The Company agrees
     that monetary damages would not be adequate compensation for any loss
     incurred by reason of a breach by it of the provisions of this Warrant and
     hereby agrees to waive the defense in any action for specific performance
     that a remedy at law would be adequate.

          (g) Successors and Assigns. Subject to applicable securities laws,
     this Warrant and the rights and obligations evidenced hereby shall inure to
     the benefit of and be binding upon the successors of the Company and the
     successors and permitted assigns of Holder. The provisions of this Warrant
     are intended to be for the benefit of all Holders from time to time of this
     Warrant and shall be enforceable by any such Holder or holder of Warrant
     Shares.




          (h) Amendment. This Warrant may be modified or amended or the
     provisions hereof waived with the written consent of the Company and the
     Holder.

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

          (j) Headings. The headings used in this Warrant are for the
     convenience of reference only and shall not, for any purpose, be deemed a
     part of this Warrant.




                              ********************









     IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by
its officer thereunto duly authorized.


Dated:  October  [__], 2007
                                    PURE Bioscience



                                    By:   ___________________
                                    Name:
                                    Title:














                               NOTICE OF EXERCISE

To:      PURE Bioscience

     (1)______The undersigned hereby elects to purchase ________ Warrant Shares
of PURE Bioscience pursuant to the terms of the attached Warrant (only if
exercised in full), and tenders herewith payment of the exercise price in full,
together with all applicable transfer taxes, if any.

     (2)______Payment shall take the form of (check applicable box):

          [ ]  in lawful money of the United States; or

          [ ]  the cancellation of such number of Warrant Shares as is
               necessary, in accordance with the formula set forth in subsection
               3(d), to exercise this Warrant with respect to the maximum number
               of Warrant Shares purchasable pursuant to the cashless exercise
               procedure set forth in subsection 3(d).

     (3)______Please issue a certificate or certificates representing said
Warrant Shares in the name of the undersigned or in such other name as is
specified below:

                    ____________________________________________

The Warrant Shares shall be delivered to the following:


                    ________________________________________

                    ________________________________________

                    ________________________________________


     (4) Accredited Investor. The undersigned is an "accredited investor" as
defined in Regulation D promulgated under the Securities Act of 1933, as
amended.

                               [PURCHASER]


                                By:    ______________________________
                                Name:  ______________________________
                                Title: ______________________________

                                Dated: ________________________










                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)



     FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby
are hereby assigned to


_______________________________________________ whose address is

________________________________________________________________________________

________________________________________________________________________________

                                                 Dated:  ______________, _______


                 Holder's Signature:  __________________________________________

                 Holder's Address:______________________________________________





Signature Guaranteed:  ___________________________________________


NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.

EX-4.5

                                                                     Exhibit 4.5


NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES.


                          COMMON STOCK PURCHASE WARRANT

                   To Purchase 167,776 Shares of Common Stock

                                       of

                                 PURE Bioscience

     THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received,
Taglich Brothers, Inc. (the "Holder"), is entitled, upon the terms and subject
to the limitations on exercise and the conditions hereinafter set forth, at any
time on or after October 19, 2007 (the "Initial Exercise Date"), and on or prior
to the close of business on October 19, 2012 (the "Termination Date"), but not
thereafter, to subscribe for and purchase from PURE Bioscience, a corporation
incorporated in the State of California (the "Company"), up to 167,776 shares
(the "Warrant Shares") of Common Stock of the Company (the "Common Stock"). The
initial purchase price of one share of Common Stock under this Warrant shall be
$8.60 (the "Initial Exercise Price"), subject to adjustment herein. The Initial
Exercise Price and the number of Warrant Shares for which the Warrant is
exercisable shall be subject to adjustment as provided herein. Capitalized terms
used and not otherwise defined herein shall have the meanings set forth in that
certain Unit Purchase Agreement, dated October 19, 2007, between the Company and
the purchasers signatory thereto (as amended or supplemented from time to time,
the "Purchase Agreement").

     1. Title to Warrant. Prior to the Termination Date and subject to
compliance with applicable laws and Section 7 of this Warrant, this Warrant and
all rights hereunder are transferable, in whole or in part, at the office or
agency of the Company by the Holder in person or by duly authorized attorney,
upon surrender of this Warrant together with the Assignment Form annexed hereto
properly endorsed. The transferee shall sign an investment letter in form and
substance reasonably satisfactory to the Company.



2. Authorization of Shares. The Company covenants that all Warrant Shares which
may be issued upon the exercise of the purchase rights represented by this
Warrant will, upon exercise of the purchase rights represented by this Warrant,
be duly authorized, validly issued, fully paid and nonassessable and free from
all taxes, liens and charges in respect of the issue thereof (other than taxes
in respect of any transfer occurring contemporaneously with such issue).

     3. Exercise of Warrant.

          (a) Except as provided in Section 4 of this Warrant, exercise of the
     purchase rights represented by this Warrant, in whole or in part, may be
     made at any time or times on or after the Initial Exercise Date and on or
     before the Termination Date by the surrender of this Warrant and the Notice
     of Exercise Form annexed hereto duly executed, at the office of the Company
     (or such other office or agency of the Company as it may designate by
     notice in writing to the registered Holder at the address of such Holder
     appearing on the books of the Company) and upon payment of the Exercise
     Price (as defined below) for the number of Warrant Shares with respect to
     which this Warrant is then being exercised, payable at the Holder's
     election (i) by certified or official bank check or by wire transfer to an
     account designated by the Company, (ii) by "cashless exercise" by surrender
     to the Company for cancellation of a portion of this Warrant representing
     that number of unissued Warrant Shares which is equal to the quotient
     obtained by dividing (A) the product obtained by multiplying the Exercise
     Price by the number of Warrant Shares being purchased upon such exercise by
     (B) the Per Share Market Value as of the date of such exercise, or (iii) by
     a combination of the foregoing methods of payment selected by the Holder.
     In any case where the consideration payable upon such exercise is being
     paid in whole or in part pursuant to the provisions of clause (ii) of this
     Section 3(a), such exercise shall be accompanied by written notice from the
     Holder of this Warrant specifying the manner of payment thereof and
     containing a calculation showing the number of Warrant Shares with respect
     to which rights are being surrendered thereunder and the net number of
     shares to be issued after giving effect to such surrender. "Per Share
     Market Value" means on any particular date (A) the closing price per share
     of the Common Stock on such date on the OTC Bulletin Board or another
     registered national stock exchange on which the Common Stock is then
     listed, or if there is no such price on such date, then the closing price
     on such exchange or quotation system on the date nearest preceding such
     date, or (B) if the Common Stock is not then reported by the OTC Bulletin
     Board or the Pink Sheets LLC (or any similar organization or agency
     succeeding to its functions of reporting prices), then the average of the
     "Pink Sheet" quotes for the relevant conversion period, as determined in
     good faith by the Holder, or (C) if the Common Stock is not then publicly
     traded, the fair market value of a share of Common Stock as determined by
     an Independent Appraiser selected in good faith by the Holder; provided,
     however, that the Company, after receipt of the determination by such
     Independent Appraiser, shall have the right to select an additional
     Independent Appraiser, in which case, the fair market value shall be equal
     to the average of the determinations by each such Independent Appraiser;
     and provided, further that all determinations of the Per Share Market Value
     shall be appropriately adjusted for any stock dividends, stock splits or
     other similar transactions during such period. The determination of fair
     market value by an Independent Appraiser shall be based upon the fair
     market value of the Company determined on a going concern basis as between
     a willing buyer and a willing seller and taking into account all relevant
     factors determinative of value, and shall be final and binding on all
     parties. In determining the fair market value of any shares of Common
     Stock, no consideration shall be given to any restrictions on transfer of
     the Common Stock imposed by agreement or by Federal or state securities
     laws, or to the existence or absence of, or any limitations on, voting
     rights. "Independent Appraiser" means a nationally recognized or major
     regional investment banking firm or firm of independent certified public
     accountants of recognized standing (which may be the firm that regularly
     examines the financial statements of the Company) that is regularly engaged
     in the business of appraising the capital stock or assets of corporations
     or other entities as going concerns, and which is not affiliated with
     either the Company or the Holder.



          (b) Upon payment of the Exercise Price pursuant to Section 3(a) of
     this Warrant, the Holder shall be entitled to receive a certificate for the
     number of Warrant Shares so purchased. Certificates for shares purchased
     hereunder shall be delivered to the Holder within five (5) Trading Days
     after the date on which this Warrant shall have been exercised as
     aforesaid. This Warrant shall be deemed to have been exercised and such
     certificate or certificates shall be deemed to have been issued, and the
     Holder or any other person so designated to be named therein shall be
     deemed to have become a holder of record of such shares for all purposes,
     as of the date the Warrant has been exercised, by payment to the Company of
     the Exercise Price and all taxes required to be paid by the Holder, if any,
     pursuant to Section 5 of this Warrant, prior to the issuance of such
     shares. "Trading Day" means (i) a day on which the Common ------------
     Stock is traded on the OTC Bulletin Board, or (ii) if the Common Stock is
     not listed on the OTC Bulletin Board, a day on which the Common Stock is
     traded on any other registered national stock exchange, or (iii) if the
     Common Stock is not traded on the OTC Bulletin Board or any other
     registered national stock exchange, a day on which the Common Stock is
     quoted in the over-the-counter market as reported by the Pink Sheets LLC
     (or any similar organization or agency succeeding its functions of
     reporting prices); provided, however, that in the event that the Common
     Stock is not listed or quoted as set forth in (i), (ii) and (ii) of this
     Section 3(b), then Trading Day shall mean any day except Saturday, Sunday
     and any day which shall be a legal holiday or a day on which banking
     institutions in the State of New York are authorized or required by law or
     other government action to close.



          (c) If the Company fails to deliver to the Holder a certificate or
     certificates representing the Warrant Shares pursuant to Section 3(b) of
     this Warrant by the close of business on the fifth Trading Day after the
     date of exercise, then the Holder will have the right to rescind such
     exercise. In addition, if the Company fails to deliver to the Holder a
     certificate or certificates representing the Warrant Shares pursuant to an
     exercise by the close of business on the fifth Trading Day after the date
     of exercise, and if after such fifth Trading Day the Holder is required by
     its broker to purchase (in an open market transaction or otherwise) shares
     of Common Stock to deliver in satisfaction of a sale by the Holder of the
     Warrant Shares which the Holder anticipated receiving upon such exercise (a
     "Buy-In"), then the Company shall (i) pay in cash to the Holder the amount
     by which (x) the Holder's total purchase price (including brokerage
     commissions, if any) for the shares of Common Stock so purchased exceeds
     (y) the amount obtained by multiplying (A) the number of Warrant Shares
     that the Company was required to deliver to the Holder in connection with
     the exercise at issue times (B) the price at which the sell order giving
     rise to such purchase obligation was executed, and (ii) at the option of
     the Holder, either reinstate the portion of the Warrant and equivalent
     number of Warrant Shares for which such exercise was not honored or deliver
     to the Holder the number of shares of Common Stock that would have been
     issued had the Company timely complied with its exercise and delivery
     obligations hereunder. For example, if the Holder purchases Common Stock
     having a total purchase price of $11,000 to cover a Buy-In with respect to
     an attempted exercise of Warrant Shares with an aggregate sale price giving
     rise to such purchase obligation of $10,000, under clause (i) of the
     immediately preceding sentence the Company shall be required to pay the
     Holder $1,000. The Holder shall provide the Company written notice
     indicating the amounts payable to the Holder in respect of the Buy-In,
     together with applicable confirmations and other evidence reasonably
     requested by the Company. Nothing herein shall limit a Holder's right to
     pursue any other remedies available to it hereunder, at law or in equity
     including, without limitation, a decree of specific performance and/or
     injunctive relief with respect to the Company's failure to timely deliver
     certificates representing Warrant Shares upon exercise of this Warrant as
     required pursuant to the terms hereof.

          (d) If this Warrant shall have been exercised in part, the Company
     shall, at the time of delivery of the certificate or certificates
     representing Warrant Shares, deliver to the Holder a new Warrant evidencing
     the rights of the Holder to purchase the unpurchased Warrant Shares called
     for by this Warrant, which new Warrant shall in all other respects be
     identical with this Warrant.

     4. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which the Holder would otherwise be
entitled to purchase upon such exercise, the Company shall pay a cash adjustment
in respect of such final fraction in an amount equal to such fraction multiplied
by the Exercise Price.

     5. Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares
shall be made without charge to the Holder for any issue or transfer tax or
other incidental expense in respect of the issuance of such certificate, all of
which taxes and expenses shall be paid by the Company, and such certificates
shall be issued in the name of the Holder or in such name or names as may be
directed by the Holder; provided, however, that in the event certificates for
Warrant Shares are to be issued in a name other than the name of the Holder,
this Warrant when surrendered for exercise shall be accompanied by the
Assignment Form attached hereto duly executed by the Holder; and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto.



     6. Closing of Books. The Company will not close its stockholder books or
records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof.

     7. Transfer, Division and Combination.

          (a) Subject to compliance with any applicable securities laws and the
     conditions set forth in Section 7(e) of this Warrant, this Warrant and all
     rights hereunder are transferable, in whole or in part, upon surrender of
     this Warrant at the principal office of the Company, together with a
     written assignment of this Warrant substantially in the form attached
     hereto duly executed by the Holder or its agent or attorney and funds
     sufficient to pay any transfer taxes payable upon the making of such
     transfer. Upon such surrender and, if required, such payment, the Company
     shall execute and deliver a new Warrant or Warrants in the name of the
     assignee or assignees and in the denomination or denominations specified in
     such instrument of assignment, and shall issue to the assignor a new
     Warrant evidencing the portion of this Warrant not so assigned, and this
     Warrant shall promptly be cancelled. A Warrant, if properly assigned, may
     be exercised by a new holder for the purchase of Warrant Shares without
     having a new Warrant issued.

          (b) This Warrant may be divided or combined with other Warrants upon
     presentation hereof at the aforesaid office of the Company, together with a
     written notice specifying the names and denominations in which new Warrants
     are to be issued, signed by the Holder or its agent or attorney. Subject to
     compliance with Section 7(a) of this Warrant, as to any transfer which may
     be involved in such division or combination, the Company shall execute and
     deliver a new Warrant or Warrants in exchange for the Warrant or Warrants
     to be divided or combined in accordance with such notice.

          (c) The Company shall prepare, issue and deliver at its own expense
     (other than transfer taxes) the new Warrant or Warrants under this Section
     7.

          (d) The Company agrees to maintain, at its aforesaid office, books for
     the registration and the registration of transfer of the Warrants.

          (e) If, at the time of the surrender of this Warrant in connection
     with any transfer of this Warrant, the transfer of this Warrant shall not
     be registered pursuant to an effective registration statement under the
     Securities Act and under applicable state securities or blue sky laws, the
     Company may require, as a condition of allowing such transfer (i) that the
     Holder or transferee of this Warrant, as the case may be, furnish to the
     Company a written opinion of counsel (which opinion shall be in form,
     substance and scope customary for opinions of counsel in comparable
     transactions) to the effect that such transfer may be made without
     registration under the Securities Act and under applicable state securities
     or blue sky laws, (ii) that the Holder or transferee execute and deliver to
     the Company an investment letter in form and substance acceptable to the
     Company and (iii) that the transferee be an "accredited investor" as
     defined in Rule 501(a) promulgated under the Securities Act.



     8. No Rights as Shareholder until Exercise. This Warrant does not entitle
the Holder to any voting rights or other rights as a shareholder of the Company
prior to the exercise hereof. Upon the surrender of this Warrant and the payment
of the aggregate Exercise Price (or by means of a cashless exercise), the
Warrant Shares so purchased shall be and be deemed to be issued to such Holder
as the record owner of such shares as of the close of business on the later of
the date of such surrender or payment. Notwithstanding the foregoing, in the
event the Company grants rights to all shareholders to purchase Common Stock,
the Holder shall have the same rights as if this Warrant had been exercised
immediately prior to such grant.

     9. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants
that upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant or any stock
certificate relating to the Warrant Shares, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it (which, in
the case of the Warrant, shall not include the posting of any bond), and upon
surrender and cancellation of such Warrant or stock certificate, if mutilated,
the Company will make and deliver a new Warrant or stock certificate of like
tenor and dated as of such cancellation, in lieu of such Warrant or stock
certificate.

     10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the
taking of any action or the expiration of any right required or granted herein
shall be a Saturday, Sunday or a legal holiday, then such action may be taken or
such right may be exercised on the next succeeding day not a Saturday, Sunday or
legal holiday.

     11. Adjustments of Exercise Price and Number of Warrant Shares. The initial
purchase price of one share of Common Stock under this Warrant shall be $8.60
(the "Initial Exercise Price"). The number and kind of securities purchasable
upon the exercise of this Warrant and the Initial Exercise Price shall be
adjusted as provided for in this Section 11 (the Initial Exercise Price, and the
Initial Exercise Price as thereafter then adjusted, shall be referred to herein
as the "Exercise Price") and the Exercise Price from time to time shall be
further adjusted as provided for in this Section 11. Upon each such adjustment
of the kind and number of Warrant Shares or other securities of the Company
which are purchasable hereunder, the Holder shall thereafter be entitled to
purchase the number of Warrant Shares or other securities resulting from such
adjustment at an Exercise Price per Warrant Share or other security obtained by
multiplying the Exercise Price in effect immediately prior to such adjustment by
the number of Warrant Shares purchasable pursuant hereto immediately prior to
such adjustment and dividing by the number of Warrant Shares or other securities
of the Company that are purchasable pursuant hereto immediately after such
adjustment. Upon each adjustment of the Exercise Price, the Holder shall
thereafter be entitled to receive upon exercise of this Warrant, at the Exercise
Price resulting from such adjustment, the number of Warrant Shares obtained by
(i) multiplying the Exercise Price effect immediately prior to such adjustment
by the number of Warrant Shares purchasable hereunder immediately prior to such
adjustment, and (ii) dividing the product thereof by the Exercise Price
resulting from such adjustment. An adjustment made pursuant to this Section 11
shall become effective immediately after the effective date of such event
retroactive to the record date, if any, for such event. This Warrant need not be
changed because of any adjustment made pursuant to this Section 11. The Exercise
Price shall be adjusted as follows:



          (a) In the case of any amendment to the Articles of Incorporation of
     the Company to change the rights, privileges, restrictions or conditions in
     respect to the Common Stock or division of the Common Stock, this Warrant
     shall be adjusted so as to provide that upon exercise thereof, the Holder
     shall receive, in lieu of each Common Stock theretofore issuable upon such
     exercise, the kind and amount of shares, other securities, money and
     property receivable upon such change or division by the Holder issuable
     upon such exercise had the exercise occurred immediately prior to such
     designation, change or division. This Warrant shall be deemed thereafter to
     provide for adjustments which shall be as nearly equivalent as may be
     practicable to the adjustments provided for in this Section 11. The
     provisions of this Section 11(a) shall apply in the same manner to
     successive reclassifications, changes, consolidations and mergers.

          (b) If the Company shall at any time subdivide its outstanding shares
     of Common Stock into a greater number of shares of Common Stock, or declare
     a dividend or make any other distribution upon the Common Stock payable in
     shares of Common Stock, the Exercise Price in effect immediately prior to
     such subdivision or dividend or other distribution shall be proportionately
     reduced, and conversely, in case the outstanding shares of Common Stock
     shall be combined into a smaller number of shares of Common Stock, the
     Exercise Price in effect immediately prior to such combination shall be
     proportionately increased.

          (c) If the Company shall (i) pay a dividend in shares of Common Stock
     or make a distribution in shares of Common Stock to holders of its
     outstanding Common Stock, (ii) subdivide its outstanding shares of Common
     Stock into a greater number of shares, (iii) combine its outstanding shares
     of Common Stock into a smaller number of shares of Common Stock, or (iv)
     issue any shares of its capital stock in a reclassification of the Common
     Stock, then the number of Warrant Shares purchasable upon exercise of this
     Warrant immediately prior thereto shall be adjusted so that the Holder
     shall be entitled to receive the kind and number of Warrant Shares or other
     securities of the Company which it would have owned or have been entitled
     to receive had such Warrant been exercised in advance thereof.

     No fractional shares of Common Stock shall be issued in connection with any
exercise of this Warrant, but in lieu of such fractional shares, the Company
shall make a cash payment therefor equal in amount to the product of the
applicable fraction multiplied by the Exercise Price then in effect.



     12. Reorganization, Reclassification, Merger, Consolidation or Disposition
of Assets. In case the Company shall reorganize its capital, reclassify its
capital stock, consolidate or merge with or into another corporation (where the
Company is not the surviving corporation or where there is a change in or
distribution with respect to the Common Stock of the Company), or sell, transfer
or otherwise dispose of all or substantially all of its property, assets or
business to another corporation and, pursuant to the terms of such
reorganization, reclassification, merger, consolidation or disposition of
assets, shares of common stock of the successor or acquiring corporation, or any
cash, shares of stock or other securities or property of any nature whatsoever
(including warrants or other subscription or purchase rights) in addition to or
in lieu of common stock of the successor or acquiring corporation ("Other
Property"), are to be received by or distributed to the holders of Common Stock
of the Company, then the Holder shall have the right thereafter to receive upon
exercise of this Warrant, the number of shares of Common Stock of the successor
or acquiring corporation or of the Company, if it is the surviving corporation,
and Other Property receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a Holder of
the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event, and, in any such case, appropriate provisions
shall be made with respect to the rights and interests of the Holder to the end
that the provisions hereof (including, without limitation, provisions for
adjustments of the Exercise Price and of the number of Warrant Shares) shall
thereafter be applicable, as nearly as may be, in relation to any shares of
stock, securities, other evidence of equity ownership or assets thereafter
deliverable upon the exercise hereof (including an immediate adjustment, by
reason of such reorganization, reclassification, merger, consolidation or
disposition of assets, of the Exercise Price to the value for the Common Stock
reflected by the terms of such reorganization, reclassification, merger,
consolidation or disposition of assets if the value so reflected is less than
the Exercise Price in effect immediately prior to such reorganization,
reclassification, merger, consolidation or disposition of assets). Subject to
the terms of this Warrant, in the event of a reorganization, reclassification,
merger or consolidation of the Company with or into another corporation or other
entity as a result of which the number of shares of common stock of the
surviving corporation or other entity issuable to holders of Common Stock of the
Company is greater or lesser than the number of shares of Common Stock of the
Company outstanding immediately prior to such reorganization, reclassification,
merger or consolidation, then the Exercise Price in effect immediately prior to
such reorganization, reclassification, merger or consolidation shall be adjusted
in the same manner as though there were a subdivision or combination of the
outstanding shares of Common Stock of the Company. The Company shall not effect
any such reorganization, reclassification, merger, consolidation or disposition
of assets, unless, prior to the consummation thereof, the successor corporation
(if other than the Company) resulting from such reorganization,
reclassification, merger or consolidation or the corporation purchasing such
assets shall assume, by written instrument executed and mailed or delivered to
the Holder, the obligation to deliver to the Holder such shares of stock,
securities, other evidence of equity ownership or assets as, in accordance with
the foregoing provisions, the Holder may be entitled to receive or otherwise
acquire. If a purchase, tender or exchange offer is made to and accepted by the
holders of more than fifty percent (50%) of the outstanding shares of Common
Stock of the Company, the Company shall not effect any reorganization,
reclassification, merger, consolidation or disposition of assets with the person
having made such offer or with any affiliate of such person, unless prior to the
consummation of such reorganization, reclassification, merger, consolidation or
disposition of assets, the Holder shall have been given a reasonable opportunity
to then elect to receive upon the exercise of this Warrant the amount of stock,
securities, other evidence of equity ownership or assets then issuable with
respect to the number of shares of Common Stock in accordance with such offer.
The foregoing provisions of this Section 12 shall similarly apply to successive
reorganizations, reclassifications, mergers, consolidations or disposition of
assets.



     13. Notice of Adjustment. Whenever the number of Warrant Shares or number
or kind of securities or other property purchasable upon the exercise of this
Warrant or the Exercise Price is adjusted, as herein provided, the Company shall
give notice thereof to the Holder, which notice shall state the number of
Warrant Shares (and other securities or property) purchasable upon the exercise
of this Warrant and the Exercise Price of such Warrant Shares (and other
securities or property) after such adjustment, setting forth a brief statement
of the facts requiring such adjustment and setting forth the computation by
which such adjustment was made.


     14. Notice of Corporate Action. If at any time:

          (a) the Company shall take a record of the holders of its Common Stock
     for the purpose of entitling them to receive a dividend or other
     distribution, or any right to subscribe for or purchase any evidences of
     its indebtedness, any shares of stock of any class or any other securities
     or property, or to receive any other right, or

          (b) there shall be any capital reorganization of the Company, any
     reclassification or recapitalization of the capital stock of the Company or
     any consolidation or merger of the Company with, or any sale, transfer or
     other disposition of all or substantially all the property, assets or
     business of the Company to, another corporation, or

          (c) there shall be a voluntary or involuntary dissolution, liquidation
     or winding up of the Company;

then, in any one or more of such cases, the Company shall give to Holder (i) at
least 20 calendar days' prior written notice of the date on which a record date
shall be selected for such dividend, distribution or right or for determining
rights to vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 20
calendar days' prior written notice of the date when the same shall take place.
Such notice in accordance with the foregoing clause also shall specify (i) the
date on which any such record is to be taken for the purpose of such dividend,
distribution or right, the date on which the holders of Common Stock shall be
entitled to any such dividend, distribution or right, and the amount and
character thereof, and (ii) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be
entitled to exchange their Warrant Shares for securities or other property
deliverable upon such disposition, dissolution, liquidation or winding up. Each
such written notice shall be sufficiently given if addressed to Holder at the
last address of Holder appearing on the books of the Company and delivered in
accordance with Section 18(d).

     15. Authorized Shares. The Company covenants that, during the period the
Warrant is outstanding, it will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance or transfer of
the Warrant Shares upon the exercise of any purchase rights under this Warrant
and will procure at its expense upon such reservation of shares the listing
thereof (subject to issuance or notice of issuance) on all stock exchanges on
which the Common Stock is then listed or inter-dealer trading systems on which
the Common Stock is then traded. The Company further covenants that its issuance
of this Warrant shall constitute full authority to its officers who are charged
with the duty of executing stock certificates to execute and issue the necessary
certificates for the Warrant Shares upon the exercise of the purchase rights
under this Warrant. The Company will take all such reasonable action as may be
necessary to assure that such Warrant Shares may be issued as provided herein
without violation of any applicable law or regulation, or of any requirements of
the Trading Market upon which the Common Stock may be listed or inter-dealer
trading systems on which the Common Stock is then traded.



     Except and to the extent as waived or consented to by the Holder, the
Company shall not by any action, including, without limitation, amending its
certificate of incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such actions as may be
necessary or appropriate to protect the rights of Holder as set forth in this
Warrant against impairment. Without limiting the generality of the foregoing,
the Company will (a) not increase the par value of any Warrant Shares above the
amount payable therefor upon such exercise immediately prior to such increase in
par value, (b) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares upon the exercise of this Warrant, and (c) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof as may be necessary
to enable the Company to perform its obligations under this Warrant.

     Before taking any action which would result in an adjustment in the number
of Warrant Shares for which this Warrant is exercisable or in the Exercise
Price, the Company shall obtain all such authorizations or exemptions thereof,
or consents thereto, as may be necessary from any public regulatory body or
bodies having jurisdiction thereof.

     16. Registration Rights. The Warrant Shares shall be entitled to the
registration rights and piggy-back registration rights as set forth more fully
in that certain Placement Agreement, dated October 19, 2007, between the Company
and the Holder. Such registration rights and piggy-back registration rights are
incorporated herein by this reference as if such provisions had been set forth
herein in full.

     17. Timely Reports. The Company agrees to use its best efforts to file
timely all reports required to be filed pursuant to Sections 13 or 15 of the
Securities Exchange Act of 1934, as amended, and to provide such information as
will permit the Holder to sell this Warrant or any Warrant Shares in accordance
with Rule 144 under the Securities Act.

     18. Miscellaneous.

          (a) Jurisdiction. All questions concerning the construction, validity,
     enforcement and interpretation of this Warrant shall be determined in
     accordance with the provisions of the Purchase Agreement.

          (b) Restrictions. The Holder acknowledges that the Warrant Shares
     acquired upon the exercise of this Warrant, if not registered, will have
     restrictions upon resale imposed by state and Federal securities laws.



          (c) Nonwaiver and Expenses. No course of dealing or any delay or
     failure to exercise any right hereunder on the part of Holder shall operate
     as a waiver of such right or otherwise prejudice Holder's rights, powers or
     remedies, notwithstanding all rights hereunder terminate on the Termination
     Date. If the Company willfully and knowingly fails to comply with any
     provision of this Warrant, which results in any material damages to the
     Holder, the Company shall pay to Holder such amounts as shall be sufficient
     to cover any costs and expenses including, but not limited to, reasonable
     attorneys' fees, including those of appellate proceedings, incurred by
     Holder in collecting any amounts due pursuant hereto or in otherwise
     enforcing any of its rights, powers or remedies hereunder.

          (d) Notices. Any notice, request or other document required or
     permitted to be given or delivered to the Holder by the Company shall be
     delivered in accordance with the notice provisions of the Purchase
     Agreement; provided upon any permitted assignment of this Warrant, the
     assignee shall promptly provide the Company with its contact information.

          (e) Limitation of Liability. No provision hereof, in the absence of
     any affirmative action by Holder to exercise this Warrant or purchase
     Warrant Shares, and no enumeration herein of the rights or privileges of
     Holder, shall give rise to any liability of Holder for the purchase price
     of any Common Stock or as a stockholder of the Company, whether such
     liability is asserted by the Company or by creditors of the Company.

          (f) Remedies. Holder, in addition to being entitled to exercise all
     rights granted by law, including recovery of damages, will be entitled to
     specific performance of its rights under this Warrant. The Company agrees
     that monetary damages would not be adequate compensation for any loss
     incurred by reason of a breach by it of the provisions of this Warrant and
     hereby agrees to waive the defense in any action for specific performance
     that a remedy at law would be adequate.

          (g) Successors and Assigns. Subject to applicable securities laws,
     this Warrant and the rights and obligations evidenced hereby shall inure to
     the benefit of and be binding upon the successors of the Company and the
     successors and permitted assigns of Holder. The provisions of this Warrant
     are intended to be for the benefit of all Holders from time to time of this
     Warrant and shall be enforceable by any such Holder or holder of Warrant
     Shares.

          (h) Amendment. This Warrant may be modified or amended or the
     provisions hereof waived with the written consent of the Company and the
     Holder.

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

          (j) Headings. The headings used in this Warrant are for the
     convenience of reference only and shall not, for any purpose, be deemed a
     part of this Warrant.

                              ********************






     IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by
its officer thereunto duly authorized.


Dated:  October 19, 2007

                                            PURE Bioscience



                                            By:/s/ MICHAEL L. KRALL
                                               -----------------------
                                               Name: MICHAEL L. KRALL
                                               Title: PRESIDENT








                               NOTICE OF EXERCISE

To:      PURE Bioscience

     (1)  The undersigned hereby elects to purchase ________ Warrant Shares
of PURE Bioscience pursuant to the terms of the attached Warrant, and tenders
herewith payment of the applicable exercise price in full, together with all
applicable transfer taxes, if any.

     (2)  Payment shall take the form of (check applicable box):

              [ ] in lawful money of the United States; or

              [ ] the cancellation of such number of Warrant Shares
              as is necessary, in accordance Section 3(a) of the
              attached Warrant, to exercise this Warrant with
              respect to the number of Warrant Shares listed above.

     (3) Please issue a certificate or certificates representing said Warrant
Shares in the name of the undersigned or in such other name as is specified
below:

                     _____________________________________

The Warrant Shares shall be delivered to the following:

                     _____________________________________
                     _____________________________________
                     _____________________________________

     (4)  Accredited Investor. The undersigned is an "accredited investor"
as defined in Regulation D promulgated under the Securities Act of 1933, as
amended.

                               [PURCHASER]


                               By: ______________________________
                               Name:
                               Title:

                               Dated:  ________________________








                                 ASSIGNMENT FORM


                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)


     FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby
are hereby assigned to


_______________________________________________ whose address is

_______________________________________________________________________________

_______________________________________________________________________________

                                                Dated:  ______________, _______


             Holder's Signature:  _____________________________

             Holder's Address:    _____________________________

                                  _____________________________



Signature Guaranteed:  ___________________________________________


NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.

EX-10.14

                                                                   Exhibit 10.14


                               PLACEMENT AGREEMENT
                               -------------------


     This PLACEMENT AGREEMENT (the "Agreement") dated as of the 19th day of
October, 2007, by and between PURE BIOSCIENCE., a California corporation (the
"Company"), and TAGLICH BROTHERS, INC. ("Placement Agent").


                              W I T N E S S E T H:
                              --------------------

     WHEREAS, in reliance upon the representations, warranties, terms and
conditions hereinafter set forth, the Placement Agent will use its best efforts
to privately place (the "Proposed Offering") a minimum principal amount of
$3,500,000 (the "Minimum Amount") and a maximum principal amount of $8,000,000
(the "Maximum Amount") of the Company's Units, consisting of a share of Common
Stock and a warrant which entitles the holder to purchase one-fourth of a share
of Common Stock, in one or more closings (each a "Closing");


     WHEREAS, the Units are being issued pursuant to the Company's Confidential
Private Placement Memorandum and exhibits thereto dated October 16, 2007, as the
same may be amended and/or supplemented from time to time, (collectively, the
"Memorandum"); and


     WHEREAS, the Units are being issued to the buyers thereof (the "Investors")
pursuant to an exemption from the registration requirements of the Securities
Act of 1933, as amended (the "1933 Act").


     NOW, THEREFORE, in consideration of the premises and the respective
promises hereinafter set forth, the Company and the Placement Agent hereby agree
as follows:

1.   Agreement to Act as Placement Agent.

     (a) The Placement Agent shall act on a best efforts basis and does not
guarantee that it will be able to raise new capital in any prospective Offering.
The Company acknowledges that any advice given by the Placement Agent to the
Company is solely for the benefit and use of the Board of Directors of the
Company and may not be used, reproduced, disseminated, quoted or referred to
without the Placement Agent's prior written consent.

     (b) The term of The Placement Agent's non-exclusive engagement will end at
the end of the offering period as described in the Memorandum; however, the
Company may terminate the engagement at any time upon 30 days written notice to
the Placement Agent. Upon termination and thereafter, the Placement Agent will
be entitled to collect all amounts owed to it pursuant to Section 11.

2.      Representations and Warranties of the Company. The Company hereby
represents and warrants to and covenants and agrees with the Placement Agent, as
of the date hereof and as of the date of each Closing, as follows:




     (a) The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of California and is qualified and in
good standing as a foreign corporation in each jurisdiction in which the nature
of the business conducted by the Company or the property owned or leased by the
Company requires such qualification. Except as described in the Memorandum, the
Company has no subsidiaries and does not own any equity interest and has not
made any loans or advances to or guarantees of indebtedness to any person,
corporation, partnership or other entity.

     (b) The capital structure of the Company is as described in the Memorandum.

     (c) The Company has the full right, power and authority to execute, deliver
and perform under this Agreement. This Agreement has been duly executed by the
Company and this Agreement and the transactions contemplated by this Agreement
have been duly authorized by all necessary corporate action and each constitute,
the legal, valid and binding obligations of the Company, enforceable in
accordance with their respective terms.

     (d) All of the issued and outstanding shares of the Company's Common Stock
(the "Common Stock") have been duly and validly authorized and issued, are fully
paid and nonassessable (with no personal liability attaching to the holders
thereof or to the Company) and are free from preemptive rights or rights of
first refusal held by any person. All of the issued and outstanding shares of
Common Stock have been issued pursuant to either a current effective
registration statement under the 1933 Act or an exemption from the registration
requirements thereof, and were issued in accordance with all applicable Federal
and state securities laws.

     (e) The Units to be issued at each Closing, and shares of Common Stock that
are included in the Units and that are issuable upon the exercise of the
Investor Warrants and the Placement Agent Warrants, have been duly and validly
authorized for issuance and, when issued pursuant to this Agreement or pursuant
to such conversion, will be duly and validly authorized and issued, fully paid
and nonassessable and free from preemptive rights or rights of first refusal
held by any person.

     (f) The following financial statements of the Company (hereinafter
collectively, the "Financial Statements") are included in the Memorandum: (i)
consolidated balance sheets as of July 31, 2006 and 2005, and consolidated
statements of operations, shareholders' deficit and cash flows for the fiscal
years ended July 31, 2006 and 2005, and the related notes thereto, which have
been audited by Miller & McCollum ("M&M"), independent certified public
accountants, and (ii) unaudited consolidated balance sheet as of April 30, 2007,
and consolidated statements of operations and cash flows for the nine months
ended April 30, 2007 and 2006, and the related notes thereto. The Financial
Statements, which are included in the Company's Form 10KSB Annual Report for the
year ended July, 31 2006 (the "Form 10KSB") and the Company's Form 10QSB
Quarterly Report for the fiscal quarter ended April 30, 2007 (the "Form 10QSB"),
were prepared in accordance with generally accepted accounting principles
consistently applied and present and reflect fairly the financial position of
the Company at the respective balance sheet dates and the results of its
operations and cash flows for the periods then ended, provided, however, that
the financial statements included in the Form 10QSB are subject to normal
year-end adjustments and lack footnotes and other presentation items. During the
period of M&M's engagement as the Company's independent certified public
accountants, there have been no disagreements between the accounting firm and
the Company on any matters of accounting principles or practices, financial
statement disclosure or auditing scope or procedure. The only events required to
be reported on a current report on Form 8-K relating to the relationship between
the Company and M&M are as per the Company's 8-K filed with the SEC on September
24th, 2007. The Company has made and kept books and records and accounts which
are in reasonable detail and which fairly and accurately reflect the activities
of the Company, subject only to year-end adjustments.





     (g) The Company has good and marketable title to all of its material
property and assets and, except as set forth in the Memorandum or the financial
statements of the Company (the "Financial Statements"), none of such property or
assets of the Company are subject to any lien, mortgage, pledge, encumbrance or
other security interest.

     (h) Except as may be disclosed in the Memorandum, since April 30, 2007,
there has not been any material adverse change in the financial condition or in
the operations, business or prospects of the Company from that shown in the
Financial Statements or any damage or destruction, not covered by insurance,
which affects the business, property or assets of the Company.

     (i) Except as set forth in the Exhibits to the Memorandum, the Company has
not filed any Current Reports on Form 8-K or other reports filed with the
Securities and Exchange Commission (the "SEC") subsequent to September 20, 2007.

     (j) Neither the execution nor delivery of this Agreement, the Investor
Warrants or the Placement Agent Warrants (as defined below) or the issuance and
delivery of the Shares or the Common Stock issuable upon exercise of the
Investor Warrants and Placement Agent Warrants, by the Company, nor the
performance by the Company of the transactions contemplated by this Agreement or
the Investor Warrants and Placement Agent Warrants: (i) requires the consent,
waiver, approval, license or authorization of or filing with or notice to any
person, entity or public authority (except any filings required by Federal or
state securities laws, which filings have been or will be made by the Company on
a timely basis); (ii) violates or constitutes a default under or breach of any
law, rule or regulation applicable to the Company; or (iii) conflicts with or
results in a breach or termination of any provision of, or constitutes a default
under, or will result in the creation of any lien, charge or encumbrance upon
any of the property or assets of the Company with or without the giving of
notice, the passage of time or both, pursuant to (A) the Company's articles of
incorporation (as amended) or by-laws, (B) any mortgage, deed of trust,
indenture, note, loan agreement, security agreement, contract, lease, license,
alliance agreement, joint venture agreement, or other agreement or instrument,
or (C) any order, judgment, decree, statute, regulation or any other restriction
of any kind or character to which the Company is a party or by which any of the
assets of the Company may be bound.

     (k) Except as described in the Memorandum or the Exhibits to the
Memorandum, the Company does not have any indebtedness to any officer, director,
5% stockholder or other Affiliate (as defined in the Rules and Regulations of
the SEC under the 1933 Act) of the Company, with the exception of regular
accrued payroll.



     (l) The Company is in compliance with all laws, rules and regulations of
all Federal, state, local and foreign government agencies having jurisdiction
over the Company or affecting the business, assets or properties of the Company,
except where the failure to comply has not and will not have a material adverse
effect on the business, financial condition or results of operations of the
Company, taken as a whole (a "Material Adverse Effect"). The Company possesses
all licenses, permits, consents, approvals and agreements (collectively,
"Licenses") which are required to be issued by any and all applicable Federal,
state, local or foreign authorities necessary for the operation of its business
and/or in connection with its assets or properties, except where the failure to
possess such Licenses has not and will not have a Material Adverse Effect.

     (m) The Company is not in default under any note, loan agreement, security
agreement, mortgage, contract, franchise agreement, distribution agreement,
lease, alliance agreement, joint venture agreement, other agreement, license,
permit, consent, approval or instrument to which it is a party, and no event has
occurred which, with or without the lapse of time or giving of notice, or both,
would constitute such default thereof by the Company or would cause acceleration
of any obligation of the Company or would adversely affect the business,
operations, or financial condition of the Company, except where such default or
event, whether with or without the lapse of time or giving of notice, or both,
has not and will not have a Material Adverse Effect. To the best of the
knowledge of the Company, no party to any note, loan agreement, security
agreement, mortgage, contract, franchise agreement, distribution agreement,
lease, alliance agreement, joint venture agreement, other agreement, license,
permit, consent, approval or instrument with or given to the Company is in
default thereunder and no event has occurred with respect to such party, which,
with or without the lapse of time or giving of notice, or both, would constitute
a default by such party or would cause acceleration of any obligations of such
party.

     (n) To the best of the Company's knowledge, no officer, director or 5%
stockholder of the Company and no Affiliate of any such person either (i) holds
any interest in any corporation, partnership, business, trust, sole
proprietorship or any other entity which is engaged in a business similar to
that conducted by the Company (other than a passive immaterial interest in a
public company engaged in any such business) or (ii) engages in business with
the Company.

     (o) There are no material (i.e., involving an asserted liability in excess
of twenty-five thousand dollars ($25,000)) claims, actions, suits, proceedings
or labor disputes, inquiries or investigations (whether or not purportedly on
behalf of the Company), pending or, to the best of the Company's knowledge,
threatened, against the Company, at law or in equity or by or before any
Federal, state, county, municipal or other governmental department, the SEC, the
National Association of Securities Dealers, Inc., board, bureau, agency or
instrumentality, domestic or foreign, whether legal or administrative or in
arbitration or mediation, nor is there any basis for any such action or
proceeding. Neither the Company, nor any of its assets are subject to, nor is
the Company in default with respect to, any order, writ, injunction, judgment or
decree that could adversely affect the financial condition, business, assets or
prospects of the Company.




     (p) The accounts receivable of the Company represent receivables generated
from the sale of goods and services in the ordinary course of business. The
Company knows of no material disputes concerning accounts receivable of the
Company not disclosed in the Memorandum.

     (q) The accounts payable of the Company represent bona fide payables to
third parties incurred in the ordinary course of business and represent bona
fide debts for services and/or goods provided to the Company.

     (r) Except as set forth in the Memorandum or the Exhibits to the
Memorandum, the Company does not have (i) any written employment contracts or
oral employment contracts not terminable at will by the Company with any 5%
percent shareholder, officer or director of the Company; (ii) any consulting
agreement or other compensation agreement with any 5% percent shareholder,
officer or director of the Company; or (iii) any agreement or contract with any
5% percent shareholder, officer or director of the Company that will result in
the payment by the Company or the creation of any commitment or obligation
(absolute or contingent), of the Company to pay any severance, termination,
"golden parachute," or similar payment to any present or former personnel of the
Company following termination of employment. No director, executive officer or
other key employee of the Company has advised the Company that he or she intends
to resign as director and/or executive officer of the Company or to terminate
his or her employment with the Company.

     (s) Except as set forth in the Memorandum, the Company is not a party to a
labor agreement with respect to any of its employees with any labor
organization, union, group or association and there are no employee unions (nor
any similar labor or employee organizations). There is no labor strike or labor
stoppage or slowdown pending, or, to the knowledge of the Company, threatened
against the Company, nor has the Company experienced in the last five (5) years
any work stoppage or other labor difficulty. The Company is in compliance with
all applicable laws, rules and regulations regarding employment practices,
employee documentation, terms or conditions of employment and wage and hours and
the Company is not engaged in any unfair labor practices, except where the
failure to comply has not and will not have a Material Adverse Effect. There are
no unfair labor practice charges or complaints against the Company pending
before the National Labor Relations Board or any other governmental agency.

     (t) Except as disclosed in the Memorandum, there is no employee pension,
retirement or other benefit plans, maintained, contributed to or required to be
contributed to by the Company covering any employee or former employee of the
Company. The Company has no material liability or obligation of any kind or
nature, whether accrued or contingent, matured or unmatured, known or unknown,
under any provision of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA") or any provision of the Internal Revenue Code of 1986, as
amended, specifically relating to persons subject to ERISA.

     (u) The Company has timely filed or will timely file with the appropriate
taxing authorities all returns in respect of taxes required to be filed through
the date hereof and has timely paid or will timely pay all taxes that it is
required to pay or has established an adequate reserve therefore. There are no
pending or, to the knowledge of the Company, threatened audits, investigations
or claims for or relating to any liability of the Company in respect of taxes.




     (v) The Company has no liabilities of any kind or nature whether accrued or
contingent, matured or unmatured, known or unknown, except as set forth in the
Memorandum and those liabilities incurred by the Company in the ordinary course
of business since April 30, 2007.

     (w) There are no finder's fees or brokerage commissions payable with
respect to the transactions contemplated by this Agreement due to the actions of
the Company, except as provided in Section 11 of this Agreement.

     (x) Except as set forth in the Memorandum, the Company is not currently and
has not during the past six (6) months been engaged in negotiations with respect
to: (i) any merger or consolidation of the Company where the Company would not
be the surviving entity; or (ii) the sale of the Company or any of its assets
other than sales in the ordinary course of business.

     (y) The Company has the right to conduct its business in the manner in
which its business has been heretofore conducted. To the knowledge of the
Company, the conduct of such businesses by the Company does not violate or
infringe upon the patent, copyright, trade secret or other proprietary rights of
any third party, and the Company has not received any notice of any claim of any
such violation or infringement.

     (z) The Company is currently in compliance in all respects with all
applicable Environmental Laws (as defined below), including, without limitation,
obtaining and maintaining in effect all permits, licenses, consents and other
authorizations required by applicable Environmental Laws, and the Company is
currently in compliance with all such permits, licenses, consents and other
authorizations, except where the failure to comply does not and will not have a
Material Adverse Effect. The Company has not received notice from any property
owner, landlord, tenant or Governmental Authority (as defined below) that
Hazardous Wastes (as defined below) are being improperly used, stored or
disposed of at any property currently or formerly owned or leased by the Company
or that any soil or ground water contamination has emanated from any such
property. For purposes hereof, the term "Environmental Laws" means,
collectively, the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, the Superfund Amendments and Reauthorization
Act of 1986, as amended, the Resource Conservation and Recovery Act, as amended,
the Toxic Substances Act, as amended, the Clean Air Act, as amended, the Clean
Water Act, as amended, any other "Superfund" or "Superlien" law or any other
Federal, state or local statute, law, ordinance, code, rule, regulation, order
or decree regulating, relating to, or imposing liability or standards of conduct
concerning any hazardous, toxic or dangerous waste, substance, or material, as
now or at any time hereafter in effect. For purposes hereof, the term
"Governmental Authority" shall mean the Federal Government of the United States
of America, any state or any political subdivision of the Federal Government or
any state, including but not limited to courts, departments, commissions,
boards, bureaus, agencies, ministries or other instrumentalities. For purposes
hereof, the term "Hazardous Wastes" shall mean any regulated quantity of
hazardous substances as listed by the Environmental Protection Agency (the
"EPA") and the list of toxic pollutants designated by the United States Congress
and/or the EPA or defined by any other Federal, state or local statute, law,
ordinance, code, rule, regulation, order, or decree regulating, relating to or
imposing liability for standard of conduct concerning any hazardous, toxic
substance or material.




     (aa) The information contained in the Memorandum, taken together, describes
in all material respects the business and financial condition of the Company,
and such material, taken together, does not contain any misstatement of a
material fact or omit to state a material fact necessary to make the information
not misleading. The Investors and the Placement Agent shall be entitled to rely
on such material notwithstanding any investigation they or any of them may have
made.

     (bb) The Financial Statements included in the Memorandum present fairly the
financial position of the Company as of the dates indicated and the results of
its operations for the periods specified. The historical financial information
included in the Memorandum has been derived from the accounting records of the
Company and presents fairly the information shown thereby.

     (cc) The Investor Warrants and Placement Agent Warrants have been
authorized for issuance to the Investors and the Placement Agent or its
designees, respectively. The shares of Common Stock issuable upon exercise of
the Investor Warrants and Placement Agent Warrants (the "Warrant Shares"), when
issued and delivered against payment therefor in accordance with the terms
thereof, will be duly and validly issued, fully paid, nonassessable and free of
preemptive rights or rights of first refusal held by any person, and all
corporate action required to be taken for the authorization and issuance of the
Investor Warrants and Placement Agent Warrants and the Warrant Shares has been
validly and sufficiently taken. The execution by the Company of the Investor
Warrants and Placement Agent Warrants has been duly authorized by all required
action of the Company and, when so executed and delivered, will constitute the
valid and binding obligations of the Company, enforceable against the Company in
accordance with their respective terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other laws of general applicability
relating to or affecting creditors' rights and to general equity principles.

3.   Representations, Warranties and Covenants of Placement Agent.


     (a) Placement Agent hereby represents and warrants that it is duly
authorized to execute this Agreement and perform its duties hereunder, and the
execution and delivery by Placement Agent of this Agreement and the consummation
of the transactions contemplated by this Agreement have been authorized by all
necessary corporate action and will not result in any violation of, or be in
conflict with, or constitute a default under, Placement Agent's Articles of
Incorporation or By-Laws, any agreement or instrument to which Placement Agent
is a party or Placement Agent's property is bound, or any judgment, decree,
order or any statute, rule or regulation applicable to Placement Agent.



     (b) In offering the Units for sale, Placement Agent will not offer the
Units for sale, or solicit any offers to buy any Units, or otherwise negotiate
with any person in respect of the Units, on the basis of any communications or
documents relating to the Units or any investment therein or to the Company or
investment therein, other than the Memorandum and any other document
satisfactory in form and substance to the Company. Placement Agent will promptly
deliver a copy of each amendment or supplement to the Memorandum (i) to all
offerees then being or thereafter solicited by Placement Agent, and (ii) to each
person who has subscribed for Units prior to the receipt by such person of such
amendment or supplement.

     (c) In offering the Units for sale, Placement Agent shall conduct such
sales in the manner described in the Memorandum.

4.   Covenants of the Company.

     (a) In connection with the Proposed Offering, the Company will at all times
comply with all requirements imposed upon it by the 1933 Act, as now and
hereafter amended, and by all applicable state securities laws and regulations,
to permit the continuance of offers and sales of the Units in accordance with
the provisions hereof and the Memorandum. During such period, the Company will
amend and supplement the Memorandum in order to make the Memorandum comply with
the requirements of the Act.

     (b) If at any time it is known or believed that any event occurred as a
result of which the Memorandum or any representation or warranty contained in
this section includes an untrue statement of a material fact or, in view of the
circumstances under which they were made, omits to state any material fact
necessary to make the statements therein not misleading, the Company will notify
The Placement Agent and will prepare an amended or supplemented Memorandum which
will correct such statement or omission.

     (c) The Company will not make any offers or sales of any security (other
than the Units) under circumstances that would cause the Proposed Offering to
fail to qualify for an exemption from the registration requirements of
applicable federal and state securities laws .

     (d) The Company agrees at all times as long as the Investor Warrants or
Placement Agent Warrants may be exercised, to keep reserved from the authorized
and unissued Common Stock, such number of shares of Common Stock as may be, from
time to time, issuable upon exercise of the Investor Warrants and Placement
Agent Warrants.

5.      Survival of Representations and Warranties and Indemnification. The
representations, warranties and covenants of the Company and Placement Agent set
forth in Sections 2, 3 and 4 of this Agreement shall survive the execution and
delivery of the Units. The indemnification obligations of the Company as set
forth in the indemnification rider identified as Appendix II (as amended or
supplemented from time to time, the "Indemnification Rider") to that certain
engagement letter between the Company and the Placement Agent, dated May 7, 2007
(as amended or supplemented from time to time) is hereby incorporated by
reference in its entirety as if more fully set forth herein, and the provisions
of the Indemnification Rider shall apply and be applicable to, among other
things, all representations and warranties of the Company.



6. Use of Proceeds. The net proceeds to the Company from the sale of the Minimum
Amount of Common Stock and the Maximum Amount of Common Stock are estimated to
be approximately 3,180,000 and 7,320,000, respectively, after deducting the fees
and expenses associated with the Private Placement Offering. The net proceeds
from the sale of the Units will be used by the Company as disclosed in the
Offering Materials.

7. Unregistered Securities. None of the shares of Common Stock that are included
in the Units and that are issuable upon the exercise of the Investor Warrants
and the Placement Agent Warrants have been registered under the 1933 Act, in
reliance upon the applicability of Section 4(2), 4(6) and/or Rule 506 of
Regulation D of the 1933 Act to the transactions contemplated hereby. The
certificates representing the Shares of common stock and the Warrant Shares will
bear an investment legend stating that they are "restricted securities" (as
defined in Rule 144 under the Securities Act) and may only be publicly offered
and sold pursuant to an effective registration statement filed with the SEC or
pursuant to an exemption from the registration requirements.

8. Registration Rights. The Placement Agent shall be deemed to be a party to,
and entitled to the benefits of the registration rights set forth in Section 3
of, that certain Stock Purchase Agreement executed and delivered by the Company
to the Investors, and the shares of Common Stock issuable upon exercise of the
Placement Agent Warrants shall be included as Registrable Securities in said
agreement.

9. Conditions. The following obligations of the Company shall be satisfied or
fulfilled on or prior to the date of each Closing, unless otherwise agreed to in
writing by the Placement Agent:

     (a) The Company shall have delivered to the Placement Agent, at the Initial
Closing, (i) a currently-dated long-form good standing certificate or telegram
from the Secretary of State where the Company is incorporated and each other
jurisdiction in which the Company is qualified to do business as a foreign
corporation; (ii) the articles of incorporation (as amended) of the Company, as
currently in effect, certified by the Secretary of State of the state where the
Company is incorporated; (iii) by-laws of the Company certified by the secretary
of the Company; and (iv) certified resolutions of the Board of Directors of the
Company approving the execution and delivery of this Agreement, the Investor
Warrants and the Placement Agent Warrants, the issuance and sale of the Shares,
the issuance of Common Stock upon exercise of the Investor Warrants and
Placement Agent Warrants and the registration of the Registrable Securities.

     (b) There shall have occurred no event which has a Material Adverse Effect
on the Company or any of its businesses, assets, prospects or the Company's
securities since the date of this Agreement.

     (c) No litigation or administrative proceeding shall have been threatened
or commenced against the Company which (i) seeks to enjoin or otherwise prohibit
or restrict the consummation of the transactions contemplated by this Agreement
or (ii) if adversely determined, would have a Material Adverse Effect on the
Company or the Company's securities.



     (d) The Company shall have delivered to the Placement Agent a certificate
of its principal executive and financial officers as to the matters set forth in
paragraphs 9(a), (b) and (c) of this Agreement and to the further effect that
(i) the Company is not in default, in any respect, under any note, loan
agreement, security agreement, mortgage, deed of trust, indenture, contract,
alliance agreement, lease, license, joint venture agreement, other agreement or
other instrument to which it is a party, except as disclosed in the Financial
Statements or the Memorandum and except where such default has not and will not
have a Material Adverse Effect; (ii) the Company's representations and
warranties contained in this Agreement are true and correct in all respects on
such date with the same force and effect as if made on such date, (iii) there
has been no amendment or changes to the Company's articles of incorporation or
by-laws or authorizing resolutions from those delivered pursuant to Paragraph
9(a) of this Agreement; and (iv) no event has occurred which, with or without
the lapse of time or giving of notice, or both, would constitute a breach of
default thereof by the Company, or would cause acceleration of any obligation of
the Company, or could adversely affect the business, operations, financial
condition or prospects of the Company.

     (e) The Placement Agent shall have received the opinion of Dennis Brovarone
Attorney at Law, counsel for the Company, dated as of the Closing date in form
and substance reasonably satisfactory to the Placement Agent and its counsel.

     (f) The Company shall have prepared and filed or delivered to counsel for
filing with the SEC and any states in which such filing is required, a Form D
relating to the sale of the Common Stock and such other documents and
certificates as are required.

     (g) Subscriptions for at least the Minimum Amount of Units shall have been
accepted by the Company.

     (h) In addition to the right of the Placement Agent to terminate this
Agreement and not consummate the transactions contemplated by this Agreement as
a result of the failure of the Company to comply with any of its obligations set
forth in this Agreement, this Agreement may be terminated by the Placement Agent
by written notice to the Company at any time prior to the Initial Closing if, in
the Placement Agent's sole judgment, (i) the Company shall have sustained a loss
that is material to the Company, whether or not insured, by reason of fire,
earthquake, flood, accident or other calamity, or from any labor dispute or
court or government action, order or decree; (ii) trading in securities on any
exchange or system shall have been suspended or limited either generally or
specifically with respect to the Common Stock; (iii) material governmental
restrictions have been imposed on trading in securities generally or
specifically with respect to the Common Stock (not in force and effect on the
date of this Agreement); (iv) a banking moratorium shall have been declared by
Federal or New York State authorities; (v) an outbreak of major international
hostilities or other national or international calamity shall have occurred;
(vi) the Congress of the United States or any state legislative body shall have
passed or taken any action or measure, or such bodies or any governmental body
or any authoritative accounting institute, or board, or any governmental
executive shall have adopted any orders, rules or regulations, which the
Placement Agent reasonably believes is likely to have a Material Adverse Effect
on the business, financial condition or financial statements of the Company or
the market for the Common Stock; (vii) the Common Stock shall have been delisted
from the exchange on which it currently listed, or the Company shall have
received notice from such exchange advising the Company of its intention to have
the Common Stock delisted from such exchange, whether conditional or otherwise,
or the Company shall fail to meet the requirements for continued listing on such
exchange; or (viii) there shall have been, in the Placement Agent's judgment, a
material decline in the Dow Jones Industrial Index or the market price of the
Common Stock at any time subsequent to the date of this Agreement.




10. Indemnification.


     (a) Indemnification by Company. The Company agrees to indemnify and hold
harmless Placement Agent, its officers, directors and agents from and against
any and all losses, liabilities, claims, damages and expenses (each a "Claim"
and, collectively, "Claims") whatsoever arising out of (1) a breach or alleged
breach by the Company of any warranty set forth in Section 2, (2) failure or
alleged failure by the Company to comply with the provisions of Section 2, or
(3) any untrue statement or alleged untrue statement of a material fact
contained in the Memorandum or the omission or alleged omission therefrom of a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided, however,
that the Company will not be liable in any such case to the extent that any such
Claim arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission contained in the material furnished to
the Company by Placement Agent on Placement Agent's behalf, specifically for
inclusion therein, which relates to Placement Agent's activities pursuant to
this Agreement.

     (b) Indemnification by Placement Agent. Placement Agent agrees to indemnify
and hold harmless the Company (its officers, directors and agents) and each
person, if any, who controls any of the foregoing within the meaning of the 1933
Act to the same extent as the indemnity from the Company described above against
any and all Claims whatsoever (or actions in respect thereto) arising out of or
based upon any misrepresentation or alleged misrepresentation, failure or
alleged failure by Placement Agent to comply with the covenants and agreements
set forth in Section 3.


     (c) Any person entitled to indemnification under Section 10(a) or (b) of
this Agreement (an "indemnified party") shall notify promptly the person
obligated to provide such indemnification (the "indemnifying party") in writing
of the commencement of any any action or proceeding brought by a third person
against the indemnified party with respect to a Claim (a "Third Party Claim")
for which the indemnified party may be entitled to indemnification from the
indemnifying party under this Section 10, but the omission of such notice shall
not relieve the indemnifying party from any liability which it may have to any
indemnified party under Section 10 of this Agreement, except to the extent that
such failure shall materially adversely affect any indemnifying party or its
rights hereunder. The indemnifying party shall be entitled to participate in,
and, to the extent that it chooses, to assume the defense of any Third Party
Claim 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 for any legal or other expenses or
disbursements subsequently incurred by the indemnified party in connection with
the defense thereof other than reasonable costs of investigation; provided,
however, that (i) if the indemnifying party fails to take reasonable steps
necessary to defend diligently the Third Party Claim within twenty (20) days
after receiving notice from the indemnified party that the indemnified party of
such Third Party Claim; (ii) if the indemnified party who is a defendant in such
Third Party Claim which is also brought against the indemnifying party
reasonably shall have concluded that there are legal defenses available to the
indemnified party which are not available to the indemnifying party; or (iii) if
representation of both parties by the same counsel is otherwise inappropriate
under applicable standards of professional conduct, the indemnified party shall
have the right to assume or continue its own defense as set forth above (but
with no more than one firm of counsel for all indemnified parties in each
jurisdiction, except to the extent any indemnified party or parties reasonably
shall have concluded that there are legal defenses available to such party or
parties which are not available to the other indemnified parties or to the
extent representation of all indemnified parties by the same counsel is
otherwise inappropriate under applicable standards of professional conduct) and
the indemnifying party shall be liable for any reasonable expenses therefor;
provided, that no indemnifying party shall be subject to any liability for any
settlement of a Third Party Claim made without its consent (which may not be
unreasonably withheld, delayed or conditioned). If the indemnifying party
assumes the defense of any Third Party Claim hereunder, such indemnifying party
shall not enter into any settlement without the consent of the indemnified party
if such settlement attributes liability to the indemnified party.



11. Fees; Other Rights.

     (a) As disclosed in the Memorandum, a fee ("Success Fee") equal to eight
percent (8%) of the gross proceeds through the sale of the Units shall be
payable to the Placement Agent.

     (b) In addition to the sums payable to the Placement Agent as provided
elsewhere herein, the Placement Agent shall be entitled to receive at the
Closing, as additional compensation for its services, warrants (the "Placement
Agent Warrants") with a five (5) year term for the purchase of an amount of
Common Stock equal to ten percent (10.0%) of the Common Stock in the Units sold
in this Offering. The exercise price of the Placement Agent Warrants will be
equal to one hundred twenty percent (120%) of the Market Price at the Initial
Closing Date.

     (c) The Company also agrees to pay to the Placement Agent, a cash fee equal
to eight (8.0%) percent of the gross proceeds, if any, received subsequent to
the termination of the Offering from any party introduced to the Company by the
Placement Agent during the Offering Period; provided that such proceeds are
received by the Company within one year of the date of such introduction and
that the Placement Agent has promptly notified the Company that such
introduction has been made

     (d) Upon closing, the Company will reimburse the Placement Agent for up to
$40,000 of its actual and reasonable out-of-pocket expenses incurred in
connection with Offering, including fees and expenses of its counsel.



     (e) The Company shall pay any fees required in connection with the
qualification of the sale of the Units under the state securities or "blue sky"
laws of any state which the Placement Agent reasonably deems necessary.

     (f) All payments in connection with the sale of the Units shall be made
pursuant to the terms and conditions of the escrow agreement between Placement
Agent and CSC Trust Company of Delaware, an executed copy of which has been
delivered to and acknowledged by the Company.

     (g) During the 12 months following the termination of this Agreement, if
the Company issues and sells securities to any person that the Placement Agent
introduced to the Company or with which the Placement Agent had discussions or
negotiations during the term of this Agreement on behalf of the Company
regarding the Company's securities, then the Company shall pay the Placement
Agent upon such issuance and sale a cash fee equal to that which would have been
payable to the Placement Agent had such issuance and sale occurred during the
term of this Agreement.


12. Confidentiality. The Placement Agent and the Company mutually agree that
they will not disclose any confidential information received from the other
party to others, except with the written permission of the other party or as
such disclosure may be required by law.

13. Notices. All notices provided for in this Agreement shall be in writing
signed by the party giving such notice, and delivered personally or sent by
overnight courier or messenger against receipt thereof or sent by registered or
certified mail, return receipt requested, or by facsimile transmission, if
confirmed by mail as provided in this Section 12. Notices shall be deemed to
have been received on the date of personal delivery or facsimile or, if sent by
certified or registered mail, return receipt requested, shall be deemed to be
delivered on the third business day after the date of mailing. Notices shall be
sent to the following addresses:


                To the Company:

                PURE BIOSCIENCE
                1725 Gillespie Way
                El Cajon, California  92020
                Attention:  Michael Krall

                Facsimile:  (619)596-8790




                With a copy to:

                Dennis Brovarone, Attorney-at-Law
                18 Mountain Laurel Drive
                Littleton, CO 80127
                Facsimile:  (303) 466-4826
                Attention:  Dennis Brovarone

                To Placement Agent:

                TAGLICH BROTHERS, INC.
                 405 Lexington Avenue, 51st Floor
                New York, NY 10174
                Facsimile: (212) 661-6824
                Attention: Robert Schroeder

                With a copy to:

                EDWARDS ANGELL PALMER & DODGE LLP
                750 Lexington Avenue
                New York, NY  10022
                Facsimile: (212) 308-4844
                Attention:  Geoffrey Etherington, Esq.


or to such other address as any party shall designate in the manner provided in
this Section 12.




14. Miscellaneous.

     (a) This Agreement constitutes the entire agreement between the parties
relating to the subject matter hereof and supercedes any and all prior or
contemporaneous oral and prior written agreements and understandings. This
Agreement may not be modified or amended nor may any right be waived except by a
writing which expressly refers to this Agreement, states that it is a
modification, amendment or waiver and is signed by all parties with respect to a
modification or amendment or the party granting the waiver with respect to a
waiver. No course of conduct or dealing and no trade custom or usage shall
modify any provisions of this Agreement.

     (b) This Agreement shall be governed by and construed in accordance with
the laws of the State of New York applicable to contracts made and to be
performed entirely within such state. Each party hereby consents to the
exclusive jurisdiction of the Federal and state courts situated in New York
County, New York in connection with any action arising out of or based upon this
Agreement and the transactions contemplated by this Agreement.




     (c) This Agreement shall be binding upon and inure to the benefit of the
parties hereto, and their respective personal representatives, successors and
permitted assigns.

     (d) In the event that any provision of this Agreement becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement shall continue in full force and effect without said
provision.

     (e) Each party shall, without payment of any additional consideration by
any other party, at any time on or after the date of any Closings take such
further action and execute such other and further documents and instruments as
the other party may request in order to provide the other party with the
benefits of this Agreement.

     (f) The captions and headings contained herein are solely for convenience
and reference and do not constitute a part of this Agreement.

     (g) All references to any gender shall be deemed to include the masculine,
feminine or neuter gender, the singular shall include the plural and the plural
shall include the singular.

     (h) This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same document.


                            [Signature page follows]












     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above.

PURE BIOSCIENCE                                TAGLICH BROTHERS, INC.



By: /s/ Michael L. Krall                       By: /s/ Robert Schroder
    --------------------                           -------------------
Name: Michael L. Krall                         Name:  Robert Schroder
Title: Chief Executive Officer                 Title:  President