EMPLOYMENT AGREEMENT

This Agreement (the “Agreement”), dated as of December 27, 2007 (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 Christopher J. Schaber, PhD, an individual (the “Employee”).

WHEREAS, the Corporation desires to employ Employee as President and Chief Executive Officer, and the Employee desires to be employed by the Corporation as President and Chief Executive 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 andemployment, as President and Chief Executive Officer and a member of the board of directors, and shallperform high quality, full-time service to the Corporation to direct, supervise and have responsibility for the operations of the Corporation, including, but not limited to: (i) directing and supervising the business, clinical, and research and development efforts of the Corporation; (ii) managing the other executives and personnel of the Corporation; and (iii) evaluating, negotiating, structuring and implementing business transactions with the Corporation’s customers and suppliers, and such other activities as may be reasonably requested by the Board of Directors of the Corporation.  While the Employee remains employed by the Corporation, the Corporation shall use its best efforts to nominate and reelect Employee as a member of 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 employment hereunder shall be for a period of three (3) years, unless extended by mutual agreement of the parties (the”Term”).  The Company will have a two-week period three months before end of contract to notify Employee that contract will not be renewed.  If notification does not come during this time it will be understood by all parties that contract will be automatically renewed for another three (3) years.

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

(ii)        The Corporation shall pay Employee a minimum annual bonus of one hundred thousand dollars ($100,000), payable at the end of each calendar year in prorated amount if necessary.

(b)           All options granted to Employee 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 of employment, 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 5 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)     1,000,000 shares of common stock of the Corporation will be issued to Employee immediately prior to the completion of a transaction, or series or combination of related transactions, negotiated by the Corporation’s Board of Directors whereby, directly or indirectly, a majority of the Corporation’s capital stock or a majority of its assets are transferred from the Corporation and/or our stockholders to a third party.

(d)    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.

(e)    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.

(f)        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.

(g)        The Corporation shall make available to Employee and his dependents such medical, dental, 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 and/or dental plan.  Company will maintain a $1,000,000 term life insurance policy for Employee during term of employment.

(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 hisduties and other obligations hereunder violate or will violate any statute, law, determination oraward, 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 toperform his duties and other obligations hereunder. This Agreement constitutes the legal, valid andbinding 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 theState of Delaware, with all requisite corporate power and authority to own its properties andconduct its business in the manner presently contemplated.

(ii)           The Corporation has full power and authority to enter into this Agreement and to incur andperform its obligations hereunder. This Agreement constitutes the legal, valid and bindingobligation of the Corporation enforceable against it in accordance with its terms. Except asexpressly 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 conflictwith or result in a breach or violation of or constitute a default under (whether immediately, uponthe 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.