DOR Warrant Purchase Document


    

      


      


      


      THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
        AND
        HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
        “ACT”), OR ANY STATE SECURITIES LAW. SUCH SECURITIES MAY NOT BE SOLD OR
        TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH SALE OR TRANSFER
        IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE
        ACT
        OR THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
        REASONABLY ACCEPTABLE TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER
        THE
        ACT OR APPLICABLE STATE SECURITIES LAWS.
        THESE
        SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES
        MAY BE
        PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH
        SECURITIES.

      


      


      DOR
        BIOPHARMA, INC.

      


      


      Warrant
        for the Purchase of Shares of

      Common
        Stock

      


      No.         [_____] Shares

      Original
        Issue Date [ ],
        2006

      


      


      FOR
        VALUE
        RECEIVED, DOR BIOPHARMA, INC., a Delaware corporation (the "Company"),
        hereby certifies that [____________________],
        is
        entitled to purchase from the Company, at any time or from time to time
        commencing on the Original Issue Date and expiring at 5:00 P.M., New York
        City
        time, on the third (3rd) anniversary of the Original Issue Date (as such
        date
        may be changed pursuant to Section 2 hereof, the “Expiration
        Date”)
        ________
        1 
        fully
        paid and non-assessable shares of Common Stock, par value $.001 per share,
        of
        the Company (the “Warrant
        Shares”)
        for a
        per share exercise price of $0.45 (the “Per
        Share Warrant Price”).
        The
        Per Share Warrant Price is subject to adjustment as hereinafter provided.
        Capitalized terms used and not otherwise defined in this Warrant shall have
        the
        meanings specified in Section 9, unless the context otherwise
        requires.

      


      1. Exercise
        of Warrant.
        

      


      (a) This
        Warrant may be exercised, in whole at any time or in part from time to time,
        commencing on the Original Issue Date and expiring at 5:00 P.M., New York
        City
        time, on the Expiration Date (with the Exercise Notice at the end of this
        Warrant duly executed) at the address set forth in Section 10 hereof, together
        with payment of the Per Share Warrant Price multiplied by the number of Warrant
        Shares to which such exercise relates made by delivery to the Company of
        one or
        more types of Permitted Consideration.

      


       

      (b) If
        this
        Warrant is exercised in part, the Company will deliver to the Holder within
        three Trading Days of the date such Holder delivers to the Company this Warrant
        and an Exercise Notice, together with the payment of the aggregate Per Share
        Warrant Price for such exercise, a new Warrant covering the Warrant Shares
        that
        have not been exercised. By the expiration of the third Trading Day following
        the Holder’s delivery of a Warrant, together with an Exercise Notice and the
        payment of the aggregate Per Share Warrant Price for such exercise, the Company
        will (i) issue a certificate or certificates in the name of the Holder for
        the
        largest number of whole shares of the Common Stock to which the Holder shall
        be
        entitled and, if this Warrant is exercised in whole, in lieu of any fractional
        share of the Common Stock to which the Holder shall be entitled, pay to the
        Holder cash in an amount equal to the fair value of such fractional share
        (determined by reference to the closing sales price of the Common Stock on
        the
        date of the Exercise Notice), and (ii) deliver the other securities and
        properties receivable upon the exercise of this Warrant, or the proportionate
        part thereof if this Warrant is exercised in part, pursuant to the provisions
        of
        this Warrant.

      


      (c) If
        the
        registration statement for the Warrant Shares is not declared effective by
        the
        Commission by the first anniversary of the Closing Date, then notwithstanding
        anything contained herein to the contrary, the Holder may, at its election
        exercised in its sole discretion, exercise this Warrant in whole or in part
        and,
        in lieu of making a cash payment of Permitted Consideration, elect instead
        to
        receive upon such exercise the “Net Number” of shares of Common Stock determined
        according to the following formula:

      


      Net
        Number = (A
        x
        B) - (A x C)

      B

      For
        purposes of the foregoing formula:

      


      A=the
        total number of Warrant Shares with respect

      to
        which
        this Warrant is then being exercised.

      


      B=the
        average of the closing sales prices for the five

      Trading
        Days immediately prior to (but not including) 

      the
        day
        that the Holder delivers the Exercise Notice at issue.

      


      C=the
        Per
        Share Warrant Price.

      


      (d) If,
        by
        the third Trading Day after the date that the Holder delivers an Exercise
        Notice, together with the payment of the aggregate Per Share Warrant Price
        for
        such exercise, the Company fails to deliver the required number of Warrant
        Shares in the manner required pursuant to Section 1(b), then the Holder will
        have the right to rescind such exercise.

      


      (e) If,
        by
        the third Trading Day after the date that the Holder delivers an Exercise
        Notice, together with the payment of the aggregate Per Share Warrant Price
        for
        such exercise, the Company fails to deliver the required number of Warrant
        Shares in the manner required pursuant to Section 1(b), and if after such
        third
        Trading Day and prior to the receipt of such Warrant Shares, the Holder
        purchases (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 (1) 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 by (B) the
        closing bid price of the Common Stock at the time of the obligation giving
        rise
        to such purchase obligation and (2) 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. The Holder
        shall
        provide the Company written notice indicating the amounts payable to the
        Holder
        in respect of the Buy-In.

      


      (f) Notwithstanding
        anything to the contrary contained herein, the number of shares of Common
        Stock
        that may be acquired by the Holder upon any exercise of this Warrant shall
        be
        limited to the extent necessary to insure that, following such exercise,
        the
        total number of shares of Common Stock then beneficially owned by such Holder
        and its affiliates and any other persons whose beneficial ownership of Common
        Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the
        Exchange Act, does not exceed 4.999% of the total number of issued and
        outstanding shares of Common Stock (including for such purpose the shares
        of
        Common Stock issuable upon such exercise). For such purposes, beneficial
        ownership shall be determined in accordance with Section 13(d) of the Exchange
        Act and the rules and regulations promulgated thereunder. Each delivery of
        an
        Exercise Notice will constitute a representation by the Holder that it has
        evaluated the limitation set forth in this paragraph and determined that
        issuance of the full number of Warrant Shares requested in such Exercise
        Notice
        is permitted under this paragraph. This provision shall not restrict the
        number
        of shares of Common Stock that a Holder may receive or beneficially own in
        order
        to determine the amount of securities or other consideration that such Holder
        may receive in the event of a Fundamental Transaction as contemplated in
        Section
        3. By written notice to the Company, the Holder may waive the provisions
        of this
        Section but any such waiver will not be effective until the 61st day after
        such
        notice is delivered to the Company.

      


      (g) Notwithstanding
        anything to the contrary contained herein, the number of shares of Common
        Stock
        that may be acquired by the Holder upon any exercise of this Warrant (or
        otherwise in respect hereof) shall be limited to the extent necessary to
        insure
        that, following such exercise (or other issuance), the total number of shares
        of
        Common Stock then beneficially owned by such Holder and its affiliates and
        any
        other persons whose beneficial ownership of Common Stock would be aggregated
        with the Holder's for purposes of Section 13(d) of the Exchange Act, does
        not
        exceed 9.999% of the total number of issued and outstanding shares of Common
        Stock (including for such purpose the shares of Common Stock issuable upon
        such
        exercise). For such purposes, beneficial ownership shall be determined in
        accordance with Section 13(d) of the Exchange Act and the rules and regulations
        promulgated thereunder. Each delivery of an Exercise Notice will constitute
        a
        representation by the Holder that it has evaluated the limitation set forth
        in
        this paragraph and determined that issuance of the full number of Warrant
        Shares
        requested in such Exercise Notice is permitted under this paragraph. This
        provision shall not restrict the number of shares of Common Stock that a
        Holder
        may receive or beneficially own in order to determine the amount of securities
        or other consideration that such Holder may receive in the event of a
        Fundamental Transaction as contemplated in Section 3. This restriction may
        not
        be waived.

      


      2. Company’s
        Option to Change Expiration Date.
        

      


      Notwithstanding
        anything herein to the contrary, in the event that (i) the volume weighted
        average share price per share of Common Stock is in excess of $1.69 for twenty
        (20) consecutive Trading Days, (ii) the Warrant Shares are either registered
        for
        resale pursuant to an effective registration statement naming the Holder
        as a
        selling stockholder thereunder (and the prospectus thereunder is available
        for
        use by the Holder as to all then available Warrant Shares) or freely
        transferable without volume restrictions pursuant to Rule 144(k) promulgated
        under the Securities Act, as determined by counsel to the Company pursuant
        to a
        written opinion letter addressed and in form and substance reasonably acceptable
        to the Holder and the transfer agent for the Common Stock, during the entire
        twenty (20) Trading Day period referenced in (i) above through the expiration
        of
        the Call Date as set forth in the Company’s notice pursuant to this Section (the
“Call
        Condition Period”),
        and
        (iii) the Company shall have complied in all material respects with its
        obligations under this Warrant and under the Purchase Agreement and the Common
        Stock shall at all times be listed on the AMEX, New York Stock Exchange,
        the
        Nasdaq National Market, the Nasdaq Capital Market or the OTC Bulletin Board,
        then, subject to the conditions set forth in this Section, the Company may,
        in
        its sole discretion, elect to change the Expiration Date for the respective
        Warrant to 5:00 P.M., New York City time on the date that is thirty (30)
        days
        after written notice thereof (a “Call
        Notice”)
        is
        received by the Holder (the “Call
        Date”)
        at the
        address last shown on the records of the Company for the Holder or given
        by the
        Holder to the Company for the purpose of notice; provided, that the conditions
        to giving such notice must be in effect at all times during the Call Condition
        Period or any such notice shall be null and void. The Company and
        the Holder agree that, if and to the extent Section 1(f) or (g) of
        this Warrant would restrict the ability of the Holder to exercise this Warrant
        in the event of a delivery of a Call Notice, then notwithstanding anything
        to the contrary set forth in the Call Notice, the Call Notice shall be deemed
        automatically amended to apply only to such portion of this Warrant as may
        be exercised by the Holder by the Call Date in accordance with Section 1(f)
        and
        (g).  The Holder will promptly (and, in any event, prior to the Call Date)
        notify the Company in writing following receipt of a Call Notice
        if Section 1(f) or (g) would restrict its exercise of the Warrant,
        specifying therein the number of Warrant Shares so restricted.

      


      3. Certain
        Adjustments.
        The Per
        Share Warrant Price and number of Warrant Shares issuable upon exercise of
        this
        Warrant are subject to adjustment from time to time as set forth in this
        Section
        3.

      


      (a)
        If
        the Company, at any time while this Warrant is outstanding, (i) pays a stock
        dividend on its Common Stock or otherwise makes a distribution on any class
        of
        capital stock that is payable in shares of Common Stock, (ii) subdivides
        outstanding shares of Common Stock into a larger number of shares, or (iii)
        combines outstanding shares of Common Stock into a smaller number of shares,
        then in each such case the Per Share Warrant Price shall be multiplied by
        a
        fraction of which the numerator shall be the number of shares of Common Stock
        outstanding immediately before such event and of which the denominator shall
        be
        the number of shares of Common Stock outstanding immediately after such event.
        Any adjustment made pursuant to clause (i) of this paragraph shall become
        effective immediately after the record date for the determination of
        shareholders entitled to receive such dividend or distribution, and any
        adjustment pursuant to clause (ii) or (iii) of this paragraph shall become
        effective immediately after the effective date of such subdivision or
        combination.

      


      (b)
        If,
        at any time while this Warrant is outstanding, (1) the Company effects any
        merger or consolidation of the Company with or into another person, (2) the
        Company effects any sale of all or substantially all of its assets in one
        or a
        series of related transactions, (3) any tender offer or exchange offer (whether
        by the Company or another Person) is completed pursuant to which holders
        of
        Common Stock are permitted to tender or exchange their shares for other
        securities, cash or property, or (4) the Company effects any reclassification
        of
        the Common Stock or any compulsory share exchange pursuant to which the Common
        Stock is effectively converted into or exchanged for other securities, cash
        or
        property (in any such case, a "Fundamental
        Transaction"),
        then
        thereafter this Warrant shall represent the right to receive, upon exercise
        of
        this Warrant, the same amount and kind of securities, cash or property as
        it
        would have been entitled to receive upon the occurrence of such Fundamental
        Transaction if it had been, immediately prior to such Fundamental Transaction,
        the holder of the number of Warrant Shares then issuable upon exercise in
        full
        of this Warrant (the "Alternate
        Consideration").
        For
        purposes of any such exercise, the determination of the Per Share Warrant
        Price
        shall be appropriately adjusted to apply to such Alternate Consideration
        based
        on the amount of Alternate Consideration issuable in respect of one share
        of
        Common Stock in such Fundamental Transaction, and the Company shall apportion
        the Per Share Warrant Price among the Alternate Consideration in a reasonable
        manner reflecting the relative value of any different components of the
        Alternate Consideration. If holders of Common Stock are given any choice
        as to
        the securities, cash or property to be received in a Fundamental Transaction,
        then the Holder shall be given the same choice as to the Alternate Consideration
        it receives upon any exercise of this Warrant following such Fundamental
        Transaction. At the Holder's option and request, any successor to the Company
        or
        surviving entity (and, if an entity different from the successor or surviving
        entity, the entity whose capital stock or assets the Holders of Common Stock
        are
        entitled to receive as a result of such Fundamental Transaction) in such
        Fundamental Transaction shall, either (1) issue to the Holder a new warrant
        substantially in the form of this Warrant and consistent with the foregoing
        provisions and evidencing the Holder's right to purchase the Alternate
        Consideration for the aggregate Per Share Warrant Price upon exercise thereof,
        or (2) purchase the Warrant from the Holder for a purchase price, payable
        in
        cash within five trading days after such request (or, if later, on the effective
        date of the Fundamental Transaction), equal to the Black Scholes value of
        the
        remaining unexercised portion of this Warrant on the date of such request.
        The
        terms of any agreement pursuant to which a Fundamental Transaction is effected
        shall include terms requiring any such successor or surviving entity (and,
        if an
        entity different from the successor or surviving entity, the entity whose
        capital stock or assets the Holders of Common Stock are entitled to receive
        as a
        result of such Fundamental Transaction) to comply with the provisions of
        this
        paragraph (b) and insuring that the Warrant (or any such replacement security)
        will be similarly adjusted upon any subsequent transaction analogous to a
        Fundamental Transaction.

      


      (c)
        Except as set forth in Sections 3(d) and 3(e) hereof, if the Company at any
        time
        while this Warrant is outstanding, shall offer, sell, grant any option to
        purchase or offer, sell or grant any right to reprice its securities, or
        otherwise dispose of or issue (or announce any offer, sale, grant or any
        option
        to purchase or other disposition) any Common Stock or any securities of the
        Company which entitles the holder thereof to acquire Common Stock at any
        time,
        including without limitation, any debt, preferred stock, rights, options,
        warrants or other instrument that is at any time convertible into or
        exchangeable for, or otherwise entitles the holder thereof to receive, Common
        Stock or other securities that entitle the holder to receive, directly or
        indirectly, Common Stock (“Common
        Stock Equivalent”),
        at an
        effective price per share less than the then Per Share Warrant Price (such
        lower
        price, the “Base
        Share Price”
and
        such issuances collectively, a “Dilutive
        Issuance”),
        as
        adjusted hereunder (if the holder of the Common Stock or Common Stock
        Equivalents so issued shall at any time, whether by operation of purchase
        price
        adjustments, reset provisions, floating conversion, exercise or exchange
        prices
        or otherwise, or due to warrants, options or rights per share which is issued
        in
        connection with such issuance, be entitled to receive shares of Common Stock
        at
        an effective price per share which is less than the Per Share Warrant Price,
        such issuance shall be deemed to have occurred for less than the Per Share
        Warrant Price on such date of the Dilutive Issuance), then the Exercise Price
        shall be reduced to equal the Base Share Price. Such adjustment shall be
        made
        whenever such Common Stock or Common Stock Equivalents are issued. The Company
        shall notify the Holder in writing, no later than the Trading Day following
        the
        issuance of any Common Stock or Common Stock Equivalents subject to this
        section, indicating therein the applicable issuance price, or of applicable
        reset price, exchange price, conversion price and other pricing terms (such
        notice the “Dilutive
        Issuance Notice”).
        For
        purposes of clarification, whether or not the Company provides a Dilutive
        Issuance Notice pursuant to this Section 3(c), upon the occurrence of any
        Dilutive Issuance, after the date of such Dilutive Issuance the Holder is
        entitled to receive the Warrant Shares exercisable for the Base Share Price
        per
        share regardless of whether the Holder accurately refers to the Base Share
        Price
        in the Notice of Exercise. 

      


      (d) The
        provisions of Section 3(c) hereof shall not apply (i) in connection with
        any
        employee benefit plan which has been approved by the Board of Directors of
        the
        Company, pursuant to which the Company’s securities may be issued to any
        employee, officer, director or consultant for services provided to the Company
        or any of its subsidiaries, or pursuant to the exercise of any securities
        of the
        Company issued thereunder; (ii) pursuant to a bona fide firm commitment
        underwritten public offering with a nationally recognized underwriter which
        generates gross proceeds to the Company in excess of $15 million; (iii) upon
        conversion of any options, warrants or other rights to acquire shares of
        Common
        Stock that are outstanding on the day immediately preceding the First Closing,
        provided, however, that the terms of such options, warrants or rights are
        not
        amended, modified or changed on or after the First Closing; or (iv) in
        connection with shares of Common Stock issued as consideration for the
        acquisition of another company or business in which the shareholders of the
        Company do not have a majority ownership interest, which acquisition has
        been
        approved by the Board of Directors of the Company.

      


      (e) The
        Holder’s rights under Section 3(c) hereof shall terminate on the earlier to
        occur of (i) the one year anniversary of the Closing Date and (ii) the date
        that
        the U.S. Food and Drug Administration approves the New Drug Application for
        orBec®. 

      


      (f) All
        calculations under this Section 3 shall be made to the nearest cent or the
        nearest 1/100th
        of a
        share, as applicable. The number of shares of Common Stock outstanding at
        any
        given time shall not include shares owned or held by or for the account of
        the
        Company.

      


      (g) Upon
        the
        occurrence of each adjustment pursuant to this Section 3, the Company at
        its
        expense will promptly compute such adjustment in accordance with the terms
        of
        this Warrant and prepare a certificate setting forth such adjustment, including
        a statement of the adjusted Per Share Warrant Price and adjusted number or
        type
        of Warrant Shares or other securities issuable upon exercise of this Warrant
        (as
        applicable), describing the transactions giving rise to such adjustments
        and
        showing in detail the facts upon which such adjustment is based. The Company
        will promptly deliver a copy of each such certificate to the Holder and to
        the
        Company's transfer agent.

      


      4. Fully
        Paid Stock; Taxes.
        

      


      The
        Company agrees that the shares of Common Stock represented by each and every
        certificate for Warrant Shares delivered on the exercise of this Warrant
        shall
        at the time of such delivery, be duly authorized, validly issued and
        outstanding, fully paid and nonassessable, and not subject to preemptive
        rights
        or rights of first refusal, and the Company will take all such actions as
        may be
        necessary to assure that the par value or stated value, if any, per share
        of the
        Common Stock is at all times equal to or less than the then Per Share Warrant
        Price. The Company further covenants and agrees that it will pay, when due
        and
        payable, any and all Federal and state stamp, original issue or similar taxes
        which may be payable in respect of the issue of any Warrant Share or any
        certificate thereof to the extent required because of the issuance by the
        Company of such security.

      


      5. Registration
        Under Securities Act .
        

      


      (a)
        The
        Holder shall, with respect to the Warrant Shares, have the registration rights
        set forth in the Registration Rights Agreement. By acceptance of this Warrant,
        the Holder agrees to comply with the provisions of the Registration Rights
        Agreement.

      


      (b) Until
        the
        later of (i) such time as the Holder shall be eligible to resell all of its
        Warrant Shares without volume restrictions pursuant to Rule 144(k) promulgated
        under the Securities Act (assuming Holder is not an “affiliate” of the Company,
        as defined in Rule 144), as evidenced by a legal opinion to such effect
        delivered by the Company’s counsel and acceptable to each of the Company’s
        transfer agent and the Holder, or (ii) the date on which all Warrant Shares
        have
        been sold under a Registration Statement or pursuant to Rule 144 (“Rule
        144”)
        as
        promulgated under the Securities Act, the Company shall use its reasonable
        best
        efforts to file with the Securities and Exchange Commission all current reports
        and the information as may be necessary to enable the Holder to effect sales
        of
        the Warrant Shares in reliance upon Rule 144 promulgated under the Securities
        Act.

       

      6. Investment
        Intent; Restrictions on Transferability. 

      


      (a) The
        Holder represents, by accepting this Warrant that it understands that this
        Warrant and any securities obtainable upon exercise of this Warrant have
        not
        been registered for sale under Federal or state securities laws and are being
        offered and sold to the Holder pursuant to one or more exemptions from the
        registration requirements of such securities laws. Certificates representing
        Warrant Shares may, for so long as required in accordance with the Purchase
        Agreement, bear the restrictive legend set forth on the first page hereof.
        The
        Holder understands that the Holder must bear the economic risk of such Holder’s
        investment in this Warrant and any Warrant Shares or other securities obtainable
        upon exercise of this Warrant for an indefinite period of time, as this Warrant
        and such Warrant shares or other securities have not been registered under
        Federal or state securities laws and therefore cannot be sold unless
        subsequently registered under such laws, or an exemption from such registration
        is available.

      


      (b) The
        Holder, by such Holder’s acceptance of this Warrant, represents to the Company
        that such Holder is acquiring this Warrant and will acquire any Warrant Shares
        or other securities obtainable upon exercise of this Warrant for such Holder’s
        own account for investment and not with a view to, or for sale in connection
        with, any distribution thereof in violation of the Securities Act. The Holder
        agrees that this Warrant and any such Warrant Shares or other securities
        will
        not be sold or otherwise transferred unless (i) a registration statement
        with
        respect to such transfer is effective under the Securities Act or (ii) such
        sale
        or transfer is made pursuant to one or more exemptions from the Securities
        Act.


      


      7. Loss,
        Theft, Destruction or Mutilation of Warrant.
        

      


      Upon
        receipt of evidence satisfactory to the Company of the loss, theft, destruction
        or mutilation of this Warrant, and of indemnity reasonably satisfactory to
        the
        Company, if lost, stolen or destroyed, and upon surrender and cancellation
        of
        this Warrant, if mutilated, the Company shall execute and deliver to the
        Holder,
        a new Warrant of like date, tenor and denomination.

      


      8. Warrant
        Holder Not Stockholder.
        

      


      This
        Warrant does not confer upon the Holder any right to vote or to consent to
        or
        receive notice as a stockholder of the Company, as such, in respect of any
        matters whatsoever, or any other rights or liabilities as a stockholder,
        prior
        to the exercise hereof; this Warrant does, however, require certain notices
        to
        Holders as set forth herein.

      


      9. Definitions.

      


      In
        addition to the terms defined elsewhere in this Warrant, the following terms
        have the following meanings:

      


      “Closing
        Date”
shall
        have the meaning given such term in the Purchase Agreement.

      


        “Common
        Stock”
shall
        mean the Common Stock, par value $.001 per share, of the Company, for which
        the
        Warrant is exercisable and any securities into which such common stock may
        hereafter be classified.

      


      “Exchange
        Act”
means
        the Securities Exchange Act of 1934, as amended.

      


      “Holder”
shall
        mean the holder of this Warrant and “Holders”
shall
        mean the holder of this Warrant and the holders of all other
        Warrants.

      


      “Majority
        of the Holders”
shall
        mean Holders of Warrants representing more than fifty percent (50%) of the
        shares of Common Stock obtainable upon exercise of the Warrants then
        outstanding.

      


      “Permitted
        Consideration”
shall
        mean (a) cash or other funds immediately available to the Company or (b)
        Warrant
        Shares in the event of a net exercise in accordance with the terms
        hereof.

      


      “Purchase
        Agreement”
shall
        mean that certain Securities Purchase Agreement, dated as of April 6, 2006
        by
        and among the Company and the investors named therein, pursuant to which,
        among
        other things, the initial Holder purchased this Warrant.

      


      “Registration
        Rights Agreement”
shall
        mean that certain Registration Rights Agreement, dated as of April 6, 2006,
        by
        and among the Company and the Investors party thereto.

      


      “Securities
        Act”
means
        the Securities Act of 1933, as amended.

      


      “Trading
        Day”
means
        (i) a day on which the Common Stock is traded on a Trading Market (other
        than
        the OTC Bulletin Board), or (ii) if the Common Stock is not listed on a Trading
        Market, a day on which the Common Stock is traded in the over the counter
        market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock
        is
        not quoted on the OTC Bulletin Board, a day on which the Common Stock is
        quoted
        in the over the counter market as reported by the National Quotation Bureau
        Incorporated (or any similar organization or agency succeeding to its functions
        of reporting prices); provided, that in the event that the Common Stock is
        not
        listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading
        Day
        shall mean a Business Day.

      


      “Warrants”
shall
        mean this Warrant, all similar Warrants issued on the date hereof and all
        warrants hereafter issued in exchange or substitution for this Warrant or
        such
        similar Warrants.

      


      10. Communication.
        

      


      All
        notices and communications hereunder shall be in writing and shall be deemed
        to
        be duly given if sent by registered or certified mail, return receipt requested,
        via a national recognized overnight mail delivery service, or by facsimile
        (provided the sender receives a machine-generated confirmation of successful
        transmission), if to the Company, to: 

      


      If
        to the
        Company:

      


      DOR
        BioPharma Inc.

      1691
        Michigan Ave.

      Suite
        435

      Miami,
        Florida 33139

      Attn: President

      Fax:
         (305)
        534-3383

      


      With
        a
        copy to (except in the case of Exercise Notices, Assignments and Partial
        Assignments):

      


      Edwards
        Angell Palmer & Dodge LLP

      350
        E.
        Las Olas Boulevard

      Suite
        1150

      Fort
        Lauderdale, Florida 33301-4215

      Attn: Leslie
        J.
        Croland, P.A.

      Fax: (904)
        727-2601

      


      If
        to the
        Holder of this Warrant, to such Holder at the address listed on the records
        of
        the Company.

      


      11. Reservation
        of Warrant Shares; Listing.
        

      


      The
        Company shall at all times prior to the Expiration Date (a) have authorized
        and
        in reserve, and shall keep available, solely for issuance and delivery upon
        the
        exercise of this Warrant, the shares of the Common Stock and other securities
        and properties as from time to time shall be receivable upon the exercise
        of
        this Warrant, free and clear of all restrictions on sale or transfer, other
        than
        under Federal or state securities laws, and free and clear of all preemptive
        rights and rights of first refusal; and (b) use its reasonable best efforts
        to
        keep the Warrant Shares authorized for listing on any national securities
        exchange, the Nasdaq National Market, the Nasdaq Capital Market or the OTC
        Bulletin Board.

      


      12. Headings;
        Severability.
        

      


      The
        headings of this Warrant have been inserted as a matter of convenience and
        shall
        not affect the construction hereof. In case any one or more of the provisions
        of
        this Warrant shall be invalid or unenforceable in any respect, the validity
        and
        enforceability of the remaining terms and provisions of this Warrant shall
        not
        in any way be affected or impaired thereby and the parties will attempt in
        good
        faith to agree upon a valid and enforceable provision which shall be a
        commercially reasonable substitute therefor, and upon so agreeing, shall
        incorporate such substitute provision in this Warrant.

      


      13. Applicable
        Law.
        

      


      This
        Warrant shall be governed by and construed in accordance with the law of
        the
        State of New York without giving effect to the principles of conflicts of
        law
        thereof.

      


      14. Specific
        Performance.
        The
        Company agrees that the remedies at law of the Holder of this Warrant in
        the
        event of any default or threatened default by the Company in the performance
        of
        or compliance with any of the terms of this Warrant are not and will not
        be
        adequate and that, to the fullest extent permitted by law, such terms maybe
        specifically enforced by a decree for the specific performance of any obligation
        contained herein or by an injunction against a violation of any of the terms
        hereof or otherwise.

      


      15. Amendment,
        Waiver, etc. 

      


      Except
        as
        expressly provided herein, neither this Warrant nor any term hereof may be
        amended, waived, discharged or terminated other than by a written instrument
        signed by the party against whom enforcement of any such amendment, waiver,
        discharge or termination is sought. 

      [Signature
        Page Follows]


      
        
          -
            -PMB_296938_5.DOC/DUGARTE

           

        

        
           

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF, the Company has caused this Warrant to be duly signed by
        its
        President and its corporate seal to be hereunto affixed and attested by its
        Secretary as of the Original Issue Date first above referenced.

      


      DOR
        BIOPHARMA, INC. 

      


      


      


      By: _________________________ 

      Name:
         _________________________

      Title:
         _________________________

      


      ATTEST:

      


      


      _____________________________

      Secretary

      [Corporate
        Seal]


      
        
          -
            -PMB_296938_5.DOC/DUGARTE

           

        

        
           

          
            

          

        

        
           

        

      


      


      ASSIGNMENT

      


      FOR
        VALUE
        RECEIVED _______________ hereby sells, assigns and transfers unto
        ____________________ the foregoing Warrant and all rights evidenced thereby,
        and
        does irrevocably constitute and appoint _____________________, attorney,
        to
        transfer said Warrant on the books of DOR Biopharma, Inc.

      


      Dated:_______________   Signature:____________________

      


      Address:______________________

      


      PARTIAL
        ASSIGNMENT

      


      FOR
        VALUE
        RECEIVED _______________ hereby assigns and transfers unto ____________________
        the right to purchase _______ shares of the Common Stock, par value $.001
        per
        share, of DOR BioPharma, Inc. covered by the foregoing Warrant, and a
        proportionate part of said Warrant and the rights evidenced thereby, and
        does
        irrevocably constitute and appoint ____________________, attorney, to transfer
        that part of said Warrant on the books of DOR BioPharma, Inc.

      


      Dated:_______________   Signature:____________________

      


      Address:______________________


      
        
          -
            -PMB_296938_5.DOC/DUGARTE

           

        

        
           

          
            

          

        

        
           

        

      


      EXERCISE
        NOTICE

       

      
        

The
        undersigned hereby elects to purchase _____________ shares of Common Stock
        of
        DOR BioPharma, Inc. pursuant to the attached Warrant, and, if such Holder
        is not
        utilizing the cashless (or net) exercise provisions set forth in the Warrant,
        encloses herewith (if the undersigned shall not be utilizing the net exercise
        provisions of the Warrant) $________ in cash, certified or official bank
        check
        or checks or other immediately available funds, which sum represents the
        aggregate Per Share Warrant Price for the number of shares of Common Stock
        to
        which this Exercise Notice relates, together with any applicable taxes payable
        by the undersigned pursuant to the Warrant.

      


      By
        its
        delivery of this Exercise Notice, the undersigned represents and warrants
        to the
        Company that in giving effect to the exercise evidenced hereby the Holder
        will
        not beneficially own in excess of the number of shares of Common Stock
        (determined in accordance with Section 13(d) of the Securities Exchange Act
        of
        1934) permitted to be owned under Section 1(g) or 1(g) (as applicable) of
        this
        Warrant to which this notice relates.

      


      By
        its
        delivery of this Exercise Notice, the undersigned represents and warrants
        to the
        Company that it is an "accredited investor" as defined in Rule 501(a) under
        the
        Securities Act of 1933.

      


      The
        undersigned requests that certificates for the shares of Common Stock issuable
        upon this exercise be issued in the name of

       

      PLEASE
        INSERT SOCIAL SECURITY OR

       

       

      TAX
        IDENTIFICATION NUMBER

       

      (Please
        print name and address)

      


      


      

        

        
          1 100%
            of the Share number being purchased by the Investor pursuant to the Purchase
            Agreement.