EMPLOYMENT AGREEMENT

This Agreement (the “Agreement”), dated as of March 11, 2009 (the “Effective Date”) by and between DOR BioPharma, Inc., a Delaware corporation having a place of business at 850 Bear Tavern Road, Suite 201, Ewing, NJ 08628 (the “Corporation”), and Brian L. Hamilton, MD, PhD, an individual (the “Employee”).

WHEREAS, the Corporation desires to employ Employee as Senior Vice President and Chief Medical Officer, and the Employee desires to be employed by the Corporation as Senior Vice President and Chief Medical Officer, all pursuant to the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants herein contained, it is agreed as follows:

The Corporation engages and employs Employee, and Employee hereby accepts engagement and employment, as Senior Vice President and Chief Medical Officer reporting to the Chief Executive Officer of the Corporation, and shall perform high quality, full-time service to the Corporation to direct, supervise and have responsibility for the clinical development efforts of the Corporation, including, but not limited to: (i) directing and supervising the clinical research and regulatory strategies of the Corporation; (ii) managing the development personnel of the Corporation; and (iii) medical monitoring of the Corporation’s ongoing and planned clinical trials and such other activities as may be reasonably requested by the Chief Executive Officer or the Board of Directors of the Corporation.  Employee acknowledges and understands that his employment may entail significant travel on behalf of the Corporation. Employee’s relocation to the Princeton area is anticipated within one (1) year of date hereof (but in any event not to exceed 24 months from date hereof) provided that sufficient funding for corporation is in place providing for at least twelve (12) months of operation.  Corporation will provide Employee with a mutually agreeable relocation package consistent with biotech standards for a comparable company.

Employee’s employment hereunder shall be for a period of two (2) years, unless extended by mutual agreement of the parties (the “Term”).

As compensation for the performance of Employee’s duties on behalf of the Corporation, Employee shall be compensated as follows:

(ii)        The Corporation shall pay employee a minimum annual bonus of seventy thousand dollars ($70,000), payable at the end of each calendar year in prorated amount if necessary.  Such bonus may be increased at the recommendation of the CEO and by the approval of the Board of Directors.

(b)    Contingent upon Employee’s acceptance of this Agreement, the Corporation will grant to Employee Options (“Options”) to purchase one million (1,000,000) shares of DOR Common Stock.  Two hundred and fifty thousand (250,000) options will vest immediately and the remainder will vest on each three (3) month anniversary of the grant date of this form at a rate of sixty-two thousand, five hundred (62,500) options per quarter while Employee continues to be employed by Corporation.  The exercise price of such Options shall be equal to the market price of DOR common stock as of the market close on the Effective Date of this Agreement.  The Options will be granted pursuant to the Corporation’s Employee Stock Option Plan and the Corporation’s standard Stock Option Agreement.  All vested options shall be exercisable for a period of one year following termination, subject to extension in the discretion of the Stock Option Plan administrator.  Upon a change in control due to merger or acquisition, all Employee options shall become fully vested, and be exercisable for a period of 3 years after the merger or acquisition (unless they would have expired sooner pursuant to their natural term).  In the event of death of Employee during Term, all unvested options shall immediately vest and remain exercisable for the rest of their natural term and become property of Employee’s immediate family.

(c)          The Corporation shall withhold all applicable federal, state and local taxes; social security; workers’ compensation contributions; and such other amounts as may be required by law or agreed upon by the parties with respect to the compensation payable to the Employee pursuant to section 3(a) hereof.

(d)          The Corporation shall reimburse Employee for all normal, usual and necessary expenses incurred by Employee in furtherance of the business and affairs of the Corporation, including reasonable travel and entertainment, against receipt by the Corporation of appropriate vouchers or other proof of Employee’s expenditures and otherwise in accordance with the policy of the Corporation.

(e)           During the Term, Employee shall be entitled to a maximum of four (4) weeks paid vacation per annum.  Unused vacation may be carried over to successive years upon approval of the Chief Executive Officer.

(f)           The Corporation shall make available to Employee and his dependents such medical, disability, life insurance and such other benefits as the Corporation makes available to its other senior officers and directors.  Employee may elect to have the Corporation reimburse Employee for payments made to his own family medical plan.

(a)         Employee hereby represents and warrants to the Corporation as follows:

(i)         Neither the execution and delivery of this Agreement nor the performance by Employee of his duties and other obligations hereunder violate or will violate any statute, law, determination or award, or conflict with or constitute a default under (whether immediately, upon the giving of notice or lapse of time or both) any prior employment agreement, contract, or other instrument to which Employee is a party or by which he is bound.

(ii)         Employee has the full right, power and legal capacity to enter and deliver this Agreement and to perform his duties and other obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of Employee enforceable against him in accordance with its terms. No approvals or consents of any persons or entities are required for Employee to execute and deliver this Agreement or perform his duties and other obligations hereunder.

(b)         The Corporation hereby represents and warrants to Employee as follows:

(i)         The Corporation is duly organized, validly existing and in good standing under the laws of the State of Delaware, with all requisite corporate power and authority to own its properties and conduct its business in the manner presently contemplated.

(ii)         The Corporation has full power and authority to enter into this Agreement and to incur and perform its obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of the Corporation enforceable against it in accordance with its terms. Except as expressly set forth herein, no approvals or consents of any persons or entities are required for Corporation to execute and deliver this Agreement or perform its duties and other obligations hereunder.

(iii)        The execution, delivery and performance by the Corporation of this Agreement does not conflict with or result in a breach or violation of or constitute a default under (whether immediately, upon the giving of notice or lapse of time or both) the certificate of incorporation or by-laws of the Corporation, or any agreement or instrument to which the Corporation is a party or by which the Corporation or any of its properties may be bound or affected.

5 .            NON-COMPETITION

(a)        Employee understands and recognizes that his services to the Corporation are special and unique and agrees that, during the term of this Agreement and for a period of two (2) years following the termination of the Employee’s employment with the Corporation (or one (1) year in the event that the Employee is terminated within 1 year of the Effective Date), employee shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (‘Person”), enter into or engage in any business competitive with the Corporation’s business or research activities, either as an individual for his own account, or as a partner, joint venturer, executive, agent, consultant, salesperson, officer, director of a Person operating or intending to operate in the area of the use of any of the compounds owned or licensed by the Corporation during the time of his employ.

(b)        During the Term and