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 James Clavijo, an individual (the “Employee”).

WHEREAS, the Corporation desires to employ Employee as Controller, and the Employee desires to be employed by the Corporation as Controller, 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 Controller.  The Employee will report to the Chief Financial Officer, and shall perform high quality, full-time service to the Corporation to supervise and have responsibility for the financial operations of the Corporation, including, but not limited to: (i) recording, performing and overseeing the day to day financial transactions of the Corporation (ii) managing the financial accounts of the Corporation; and (iii) assisting in 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. 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”).

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 thirty-five thousand dollars ($35,000), payable on each December 15 ^th during the Term.

(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 six months 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 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)   300,000 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, including travel and lodging to and in Miami, 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, 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.