SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* 10X Fund, L.P. (Last) (First) (Middle) 1099 FOREST LAKE TERRACE (Street) NICEVILLE FL 32578 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PRO PHARMACEUTICALS INC [ PRWP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/30/2009
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B-2 Convertible Preferred Stock	$0.5	06/30/2009		P		250,000		(1)	(1)	Common Stock	1,000,000	$2(2)	700,000	I(3)	By 10X Fund, LP(3)(4)(5)
Class A-1 Warrant (right to buy)	$0.5	06/30/2009		P		1		06/30/2009	06/30/2014	Common Stock	500,000	$0(2)	3	I(3)	By 10X Fund, LP(3)(4)(5)
Class A-2 Warrant (right to buy)	$0.5	06/30/2009		P		1		06/30/2009	06/30/2014	Common Stock	500,000	$0(2)	3	I(3)	By 10X Fund, LP(3)(4)(5)
Class B Warrant (right to buy)	$0.5	06/30/2009		P		1		06/30/2009	06/30/2014	Common Stock	2,000,000	$0(2)	3	I(3)	By 10X Fund, LP(3)(4)(5)

1. Name and Address of Reporting Person* 10X Fund, L.P. (Last) (First) (Middle) 1099 FOREST LAKE TERRACE (Street) NICEVILLE FL 32578 (City) (State) (Zip)

1. Name and Address of Reporting Person* 10X Capital Management, LLC (Last) (First) (Middle) 1099 FOREST LAKE TERRACE (Street) NICEVILLE FL 32578 (City) (State) (Zip)

Explanation of Responses:

1. Each share of Series B-2 Convertible Preferred Stock is convertible into four shares of Issuer's common stock at a conversion price of $0.50 per share (subject to customary anti-dilution protection adjustments) at the option of (a) the holder, at any time and (b) Issuer, at any time after June 30, 2010 (and upon 10 days notice) if the Issuer's common stock is quoted at or above $1.50 per share for 15 consecutive trading days and an effective registration statement regarding the underlying shares of Issuer's common stock is in effect (subject to certain monthly volume limits). The shares of Series B-2 Convertible Preferred Stock do not expire.

2. On June 30, 2009, 10X Fund, L.P. purchased (a) 250,000 shares of Series B-2 Preferred Stock, (b) one Class A-1 Warrant to purchase 500,000 shares of Common Stock for $0.50 per share, (c) one Class A-2 Warrant to purchase 500,000 shares of Common Stock for $0.50 per share, and (d) one Class B Warrant to purchase 2,000,000 shares of Common Stock for $0.50 per share, for aggregate consideration of $500,000.

3. 10X Fund, L.P. has direct beneficial ownership of all the securities owned by 10X Fund, L.P. 10X Capital Management, LLC, a Florida limited liability company, is the general partner of 10X Fund, L.P., a Delaware limited partnership, and may be deemed to have indirect beneficial ownership of all or a portion of the securities owned directly by 10X Fund, L.P., such portion being equal to 10X Capital Management, LLC's (a) 20% interest in the profits of 10X Fund, L.P., (b) interest in any securities which are used to pay a 2% annual management fee to 10X Capital Management, LLC, and (c) interest in one-half of the Class B Warrants acquired by 10X Fund, L.P. in all closings other than the initial closing held on February 12, 2009, less one Class B Warrant which 10X Capital Management, LLC has committed to reallocate to investors in all prior closings until each such investor has one (1) additional Class B Warrant for each dollar invested.

4. 10X Capital Management, LLC disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

5. Excludes (i) up to 1,400,000 shares of Series B-2 Preferred Stock convertible into 5,600,000 shares of Common Stock; (ii) Class A-1 Warrants exercisable to purchase up to 2,800,000 shares of Common Stock; (iii) Class A-2 Warrants exercisable to purchase up to 2,800,000 shares of Common Stock; and (iv) Class B Warrants exercisable to purchase up to 11,200,000 shares of Common Stock that 10X Fund, L.P. may purchase from Issuer within 60 days of the date hereof pursuant to a Securities Purchase Agreement dated February 12, 2009 between Issuer and 10X Fund, L.P.

Remarks:

This statement is a joint filing by 10X Fund, L.P. and 10X Capital Management, LLC, a Florida limited liability company and the general partner of 10X Fund, L.P. Exhibit 24.1 - Power of Attorney, dated February 20, 2009, by 10X Fund, L.P. Exhibit 24.2 - Power of Attorney, dated February 20, 2009, by 10X Capital Mangement, LLC

	10X Fund, LP, by Robert J. Mottern, as attorney in fact	07/13/2009
	10X Capital Management, LLC, by Robert J. Mottern, as attorney in fact	07/13/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 24.1

                GENERAL POWER OF ATTORNEY

      KNOW EVERYONE BY THESE PRESENTS, which are intended
to constitute a General Power of Attorney, THAT I, Rod
Martin, managing member of 10X Capital Management, LLC,
general partner of 10X Fund, L.P., having an address at
1099 Forest Lake Terrace, Niceville, Florida 32578,
hereby make, constitute and appoint Robert J. Mottern and
the law firm of Investment Law Group of Gillett, Mottern
& Walker, LLP, having an address at 1230 Peachtree
Street, N.E., Suite 2445, Atlanta, Georgia 30309 as my
attorney-in-fact TO ACT in my name, place and stead in
any way which I could do, if I were personally present,
to the extent that I am permitted by law to act through
an agent:

(a)     to file documents, reports and forms on my
behalf with the United States Securities and
Exchange Commission ("SEC"), as well as apply
for EDGAR system filing codes; and

(b)     to do, execute, perform and finish for me and in
my name all things which my attorney-in-fact
shall deem necessary or appropriate in and about
or concerning the filing of SEC documents,
reports and forms.

     To induce any third party to act hereunder, I hereby
agree that any third party receiving a duly executed
copy or facsimile of this power of attorney may act
hereunder, and that revocation or termination hereof
shall be ineffective as to such third party unless and
until actual notice or knowledge of such revocation or
termination shall have been received by such third party
I, for myself and my heirs, executors, legal
representatives and assigns, hereby agree to indemnify
and hold harmless any such third party from and against
any and all claims that may arise against such third
party by reason of such third party having relied upon
the provisions of this power of attorney.

     IN WITNESS WHEREOF, I have executed this power of
attorney this 20th day of February, 2009.

10X FUND, LP, a Delaware
limited partnership

10X CAPITAL MANAGEMENT,
LLC, a Florida limited
liability company

      /s/ Rod Martin
     _____________________________
     Rod Martin, Managing Member

WITNESS:

/s/ Kayla Muldoon
________________________

/s/ Kelly C. Fell
________________________

STATE OF FLORIDA
COUNTY OF OKALOOSA

      I, JAMES H. TANNER, a notary public residing in the
County and State aforesaid, certify that Rod Martin, who
is personally to me known, this day appeared before me
and personally acknowledged that he did sign, seal and
deliver the foregoing power of attorney of his own free
will and accord, for the uses and purposes therein
expressed.

      IN WITNESS WHEREOF I hereunto set my hand and
official seal this 20 day of February, 2009.


                                   /s/ James H. Tanner

                                   _________________________
                                   Notary Public
                                   My Commission expires:

                                   [NOTARIAL SEAL]

Exhibit 24.2

               GENERAL POWER OF ATTORNEY


     KNOW EVERYONE BY THESE PRESENTS, which are intended
to constitute a General Power of Attorney, THAT I, Rod
Martin, managing member of 10X Capital Management, LLC,
having an address at 1099 Forest Lake Terrace, Niceville,
Florida 32578, hereby make, constitute and appoint Robert
J. Mottern and the law firm of Investment Law Group of
Gillett, Mottern & Walker, LLP, having an address at 1230
Peachtree Street, N.E., Suite 2445, Atlanta, Georgia
30309 as my attorney-in-fact TO ACT in my name, place and
stead in any way which I could do, if I were personally
present, to the extent that I am permitted by law to act
through an agent:

(a)     to file documents, reports and forms on my
behalf with the United States Securities and
Exchange Commission ("SEC"), as well as apply
for EDGAR system filing codes; and

(b)     to do, execute, perform and finish for me and in
my name all things which my attorney-in-fact
shall deem necessary or appropriate in and about
or concerning the filing of SEC documents,
reports and forms.

     To induce any third party to act hereunder, I hereby
agree that any third party receiving a duly executed
copy or facsimile of this power of attorney may act
hereunder, and that revocation or termination hereof
shall be ineffective as to such third party unless and
until actual notice or knowledge of such revocation or
termination shall have been received by such third party
I, for myself and my heirs, executors, legal
representatives and assigns, hereby agree to indemnify
and hold harmless any such third party from and against
any and all claims that may arise against such third
party by reason of such third party having relied upon
the provisions of this power of attorney.

     IN WITNESS WHEREOF, I have executed this power of
attorney this 20th day of February, 2009.

10X CAPITAL MANAGEMENT, LLC,
a Florida limited liability
company


/s/ Rod Martin

_____________________________
Rod Martin, Managing Member

WITNESS:

/s/ Kayla Muldoon
________________________

/s/ Kelly C. Fell
________________________



STATE OF FLORIDA
COUNTY OF OKALOOSA

      I, JAMES H. TANNER, a notary public residing in the
County and State aforesaid, certify that Rod Martin, who
is personally to me known, this day appeared before me
and personally acknowledged that he did sign, seal and
deliver the foregoing power of attorney of his own free
will and accord, for the uses and purposes therein
expressed.

      IN WITNESS WHEREOF I hereunto set my hand and
official seal this 20 day of February, 2009.

                                   /s/ James H. Tanner

                                   _________________________
                                   Notary Public
                                   My Commission expires:

                                   [NOTARIAL SEAL]