DOR Registration Rights Agreement 04-04-06


    

      


      REGISTRATION
        RIGHTS AGREEMENT

       

      This
        Registration Rights Agreement (this “Agreement”)
        is
        made and entered into as of April 6, 2006, by and among DOR BioPharma, Inc.,
        a
        Delaware corporation (the “Company”),
        and
        the Investors signatory hereto (each such Investor, an “Investor”
and
        collectively, the “Investors”).

       

      This
        Agreement is made pursuant to the Securities Purchase Agreement, dated as
        of the
        date hereof, among the Company and the Investors (the “Purchase
        Agreement”).

       

      The
        Company and the Investors hereby agree as follows:

       

      1.  Definitions.
        Capitalized terms used and not otherwise defined herein that are defined
        in the
        Purchase Agreement shall have the meanings given such terms in the Purchase
        Agreement. As used in this Agreement, the following terms shall have the
        following meanings:

       

      “Advice”
shall
        have the meaning set forth in Section 6(c).

       

      “Common
        Stock”
means
        the common stock of the Company, par value $.001 per share, and any securities
        into which such common stock may hereafter be classified.

       

      “Effectiveness
        Date”
means,
        (a) with respect to the initial Registration Statement required to be filed
        hereunder, the 90th day following the Closing Date, and (b) with respect
        to any
        additional Registration Statement(s) that may be required pursuant to Section
        2(b), (i) the 90th day following (x) if such Registration Statement is required
        because the Commission shall have notified the Company in writing that certain
        Registrable Securities were not eligible for inclusion on a previously filed
        Registration Statement, the date or time on which the Commission shall indicate
        as being the first date or time that such Registrable Securities may then
        be
        included in a Registration Statement, or (y) if such Registration Statement
        is
        required for a reason other than as described in (x) above, the date on which
        the Company first knows, or reasonably should have known, that such additional
        Registration Statement(s) is required.

       

      “Effectiveness
        Period”
shall
        have the meaning set forth in Section 2(a).

       

      “Event”
shall
        have the meaning set forth in Section 2(c).

       

      “Event
        Date”
shall
        have the meaning set forth in Section 2(c).

       

      “Filing
        Date”
means,
        with (a) respect to the initial Registration Statement required to be filed
        hereunder, the 30th calendar
        day
        following the Closing Date, and (b) with respect to any additional Registration
        Statements that may be required pursuant to Section 2(b), the 30th
        calendar
        day following (x) if such Registration Statement is required because the
        Commission shall have notified the Company in writing that certain Registrable
        Securities were not eligible for inclusion on a previously filed Registration
        Statement, the date or time on which the Commission shall indicate as being
        the
        first date or time that such Registrable Securities may then be included
        in a
        Registration Statement, or (y) if such Registration Statement is required
        for a
        reason other than as described in (x) above, the date on which the Company
        first
        knows, or reasonably should have known, that such additional Registration
        Statements is required. 

       

      “Force
        Majeure”
shall
        mean any unusual event arising from causes reasonably beyond the control
        of the
        Company that could not be reasonably anticipated that causes a delay in or
        prevents the performance of any obligation under this Agreement, including
        but
        not limited to, acts of God, fire, war, terrorism, insurrection, civil
        disturbance, explosion, adverse weather conditions, unusual delay in
        transportation, strikes or other labor disputes, and restraint by court order
        or
        order of public authority. 

       

      “Grace
        Period”
shall
        have the meaning set forth in Section 2(c)(iv).

       

      “Holder”
or
        “Holders”
means
        the holder or holders, as the case may be, from time to time of Registrable
        Securities.

       

      “Indemnified
        Party”
shall
        have the meaning set forth in Section 5(c).

       

      “Indemnifying
        Party”
shall
        have the meaning set forth in Section 5(c).

       

      “Losses”
shall
        have the meaning set forth in Section 5(a).

       

      “Proceeding”
means
        an action, claim, suit, investigation or proceeding (including, without
        limitation, an investigation or partial proceeding, such as a deposition),
        whether commenced or threatened.

       

      “Prospectus”
means
        the prospectus included in a Registration Statement (including, without
        limitation, a prospectus that includes any information previously omitted
        from a
        prospectus filed as part of an effective registration statement in reliance
        upon
        Rule 430A promulgated under the Securities Act), as amended or supplemented
        by
        any prospectus supplement, with respect to the terms of the offering of any
        portion of the Registrable Securities covered by the Registration Statement,
        and
        all other amendments and supplements to the Prospectus, including post-effective
        amendments, and all material incorporated by reference or deemed to be
        incorporated by reference in such Prospectus.

       

      “Registrable
        Securities”
means
        all of the Shares and the Warrant Shares, together with any shares of Common
        Stock issued or issuable in connection with any anti-dilution provision
        contained in the Stock Purchase Agreement or the Warrant or upon any stock
        split, dividend or other distribution, recapitalization or similar event
        with
        respect to the foregoing.

       

      “Registration
        Statement”
means
        the registration statement(s) required to be filed hereunder, including (in
        each
        case) the Prospectus, amendments and supplements to such registration
        statement(s) or Prospectus, including pre- and post-effective amendments,
        all
        exhibits thereto, and all material incorporated by reference or deemed to
        be
        incorporated by reference in such registration statement(s).

       

      “Response
        Date”
shall
        have the meaning set forth in Section 2(c)(ii).

       

      “Rule
        415”
means
        Rule 415 promulgated by the Commission pursuant to the Securities Act, as
        such
        Rule may be amended from time to time, or any similar rule or regulation
        hereafter adopted by the Commission having substantially the same purpose
        and
        effect as such Rule.

       

      “Rule
        424”
means
        Rule 424 promulgated by the Commission pursuant to the Securities Act, as
        such
        Rule may be amended from time to time, or any similar rule or regulation
        hereafter adopted by the Commission having substantially the same purpose
        and
        effect as such Rule.

       

      2.  Registration.

       

      (a)  On
        or
        prior to each Filing Date, the Company shall prepare and file with the
        Commission the Registration Statement covering the resale of all of the
        Registrable Securities for an offering to be made on a continuous basis pursuant
        to Rule 415. The Registration Statement required hereunder shall be on Form
        S-3
        (except if the Company is not then eligible to register for resale the
        Registrable Securities on Form S-3, in which case the Registration shall
        be on
        another appropriate form in accordance herewith). The Registration Statement
        required hereunder shall contain (except if otherwise directed by the Holders)
        the “Plan
        of Distribution”
        attached hereto as Annex
        A.
        Subject
        to the terms of this Agreement, the Company shall use its best efforts to
        cause
        the Registration Statement to be declared effective under the Securities
        Act as
        promptly as possible after the filing thereof, but in any event not later
        than
        the Effectiveness Date, and shall use its best efforts to keep the Registration
        Statement continuously effective under the Securities Act until the date
        when
        all Registrable Securities covered by the Registration Statement have been
        sold
        or may be sold (assuming for such purposes that the Holder shall elect to
        utilize the cashless or net exercise provisions under the Warrants) without
        volume restrictions pursuant to Rule 144(k) as determined by the counsel
        to the
        Company pursuant to a written opinion letter to such effect, addressed and
        acceptable to the Company’s transfer agent and the affected Holders (the
“Effectiveness
        Period”).

       

      (b)  If
        for
        any reason the Commission does not permit all of the Shares and all Warrant
        Shares to be included in the Registration Statement filed pursuant to Section
        2(a), or for any other reason any Registrable Securities are not then included
        in a Registration Statement filed under this Agreement, then the Company
        shall
        prepare and file as soon as possible after the date on which the Commission
        shall indicate as being the first date or time that such filing may be made,
        but
        in any event by its Filing Date, an additional Registration Statement covering
        the resale of all Registrable Securities not already covered by an existing
        and
        effective Registration Statement for an offering to be made on a continuous
        basis pursuant to Rule 415. Each such Registration Statement shall contain
        (except if otherwise directed by the Holders) the "Plan of Distribution"
        attached hereto as Annex
        A.
        The
        Company shall use its best efforts to cause each such Registration Statement
        to
        be declared effective under the Securities Act as soon as possible but, in
        any
        event, no later than its Effectiveness Date, and shall use its best efforts
        to
        keep such Registration Statement continuously effective under the Securities
        Act
        during its entire Effectiveness Period.

       

      (c)  If:
        (i) a
        Registration Statement is not filed on or prior to its Filing Date (if the
        Company files a Registration Statement without affording the Holders the
        opportunity to review and comment on the same as required by Section 3(a)
        hereof, the Company shall not be deemed to have satisfied this clause (i)),
        or
        (ii) prior to the date when such Registration Statement is first declared
        effective by the Commission, the Company fails to file a pre-effective amendment
        and otherwise respond in writing to comments made by the Commission in respect
        of such Registration Statement within 20 calendar days (the “Response
        Date”)
        after
        the receipt of comments by or notice from the Commission that such amendment
        is
        required in order for such Registration Statement to be declared effective,
        or
        (iii) a Registration Statement filed or required to be filed hereunder is
        not
        declared effective by the Commission on or before its Effectiveness Date,
        or
        (iv) during the Effectiveness Period, a Registration Statement ceases for
        any
        reason to remain continuously effective as to all Registrable Securities
        for
        which it is required to be effective, or the Holders are not permitted to
        utilize the Prospectus therein to resell such Registrable Securities, for
        in any
        and all such cases for more than an aggregate of 20 Trading Days (the
“Grace
        Period”)
        during
        any 12-month period during the Effectiveness Period (which need not be
        consecutive Trading Days) (any such failure or breach being referred to as
        an
“Event,”
and
        for purposes of clause (i) or (iii) the date on which such Event occurs,
        or for
        purposes of clause (ii) the date which such 30 calendar days is exceeded, or for
        purposes of clause (iv) the date on which such 20 Trading Days is exceeded
        being
        referred to as “Event
        Date”),
        then
        in addition to any other rights the Holders may have hereunder or under
        applicable law: (x) on each such Event Date the Company shall pay to each
        Holder
        an amount in cash, as partial liquidated damages and not as a penalty, equal
        to
        1.5% of the aggregate Investment Amount paid by such Holder pursuant to the
        Purchase Agreement; and (y) on each monthly anniversary of each such Event
        Date
        (if the applicable Event shall not have been cured by such date) until the
        applicable Event is cured, the Company shall pay to each Holder an amount
        in
        cash, as partial liquidated damages and not as a penalty, equal to 1.5% of
        the
        aggregate Investment Amount paid by such Holder pursuant to the Purchase
        Agreement. If the Company fails to pay any partial liquidated damages pursuant
        to this Section in full within seven days after the date payable, the Company
        will pay interest thereon at a rate of 10% per annum (or such lesser maximum
        amount that is permitted to be paid by applicable law) to the Holder, accruing
        daily from the date such partial liquidated damages are due until such amounts,
        plus all such interest thereon, are paid in full. The partial liquidated
        damages
        pursuant to the terms hereof shall apply on a daily pro-rata basis for any
        portion of a month prior to the cure of an Event, except in the case of the
        first Event Date. Notwithstanding the foregoing, any day on which a Force
        Majeure has occurred or is continuing shall not count toward the calculation
        of
        the number of days for the Filing Date, the Effectiveness Date, the Response
        Date and a Grace Period.

       

      3.  Registration
        Procedures

       

      In
        connection with the Company's registration obligations hereunder, the Company
        shall:

       

      (a)  Not
        less
        than three Trading Days prior to the filing of a Registration Statement or
        any
        related Prospectus or any amendment or supplement thereto, the Company shall
        furnish to the Holders copies of the “Selling Stockholders” section of such
        document, the “Plan of Distribution” and any risk factor contained in such
        document that addresses specifically this transaction or the Selling
        Stockholders, as proposed to be filed which documents will be subject to
        the
        review of such Holders. The Company shall not file a Registration Statement
        or
        any such Prospectus or any amendments or supplements thereto that does not
        contain the disclosure regarding such Holder as a “Selling Stockholder” as
        provided to the Company by such Holder in connection therewith.

       

      (b)  
        (i)
        Prepare and file with the Commission such amendments, including post-effective
        amendments, to the Registration Statement and the Prospectus used in connection
        therewith as may be necessary to keep the Registration Statement continuously
        effective as to the applicable Registrable Securities for the Effectiveness
        Period and prepare and file with the Commission such additional Registration
        Statements in order to register for resale under the Securities Act all of
        the
        Registrable Securities; (ii) cause the related Prospectus to be amended or
        supplemented by any required Prospectus supplement, and as so supplemented
        or
        amended to be filed pursuant to Rule 424; (iii) respond as promptly as
        reasonably possible to any comments received from the Commission with respect
        to
        the Registration Statement or any amendment thereto and, as promptly as
        reasonably possible, upon request, provide the Holders true and complete
        copies
        of all correspondence from and to the Commission relating to the Registration
        Statement; and (iv) comply in all material respects with the provisions of
        the
        Securities Act and the Exchange Act with respect to the disposition of all
        Registrable Securities covered by the Registration Statement (to the extent
        such
        provisions are applicable to the Company). Notwithstanding anything else
        contained herein to the contrary, the Company shall not provide any material,
        nonpublic information to the Holders. 

       

      (c)  Notify
        the Holders of Registrable Securities as promptly as reasonably possible
        (and,
        in the case of (i)(A) below, not less than two Trading Days prior to such
        filing) and (if requested by any such Person) confirm such notice in writing
        promptly following the day (i)(A) when a Prospectus or any Prospectus supplement
        or post-effective amendment to the Registration Statement is proposed to
        be
        filed; (B) when the Commission notifies the Company whether there will be
        a
“review” of the Registration Statement and whenever the Commission comments in
        writing on the Registration Statement (the Company shall provide copies thereof
        and all written responses thereto to each of the Holders to the extent such
        materials address the Selling Stockholder or Plan of Distribution sections
        of
        such Registration Statement, and to the extent they address risk factors
        or
        other disclosure in such Registration Statement particular to the Holder
        or the
        transactions contemplated hereby); and (C) with respect to the Registration
        Statement or any post-effective amendment, when the same has become effective;
        (ii) of any request by the Commission or any other Federal or state governmental
        authority during the period of effectiveness of the Registration Statement
        for
        amendments or supplements to the Registration Statement or Prospectus or
        for
        additional information; (iii) of the issuance by the Commission or any other
        federal or state governmental authority of any stop order suspending the
        effectiveness of the Registration Statement covering any or all of the
        Registrable Securities or the initiation of any Proceedings for that purpose;
        (iv) of the receipt by the Company of any notification with respect to the
        suspension of the qualification or exemption from qualification of any of
        the
        Registrable Securities for sale in any jurisdiction, or the initiation or
        threatening of any Proceeding for such purpose; and (v) of the occurrence
        of any
        event or passage of time that makes the financial statements included in
        the
        Registration Statement ineligible for inclusion therein or any statement
        made in
        the Registration Statement or Prospectus or any document incorporated or
        deemed
        to be incorporated therein by reference untrue in any material respect or
        that
        requires any revisions to the Registration Statement, Prospectus or other
        documents so that, in the case of the Registration Statement or the Prospectus,
        as the case may be, it will not contain any untrue statement of a material
        fact
        or omit to state any material fact required to be stated therein or necessary
        to
        make the statements therein, in light of the circumstances under which they
        were
        made, not misleading.

       

      (d)  Use
        reasonable best efforts to avoid the issuance of, or, if issued, obtain the
        withdrawal of (i) any order suspending the effectiveness of the Registration
        Statement, or (ii) any suspension of the qualification (or exemption from
        qualification) of any of the Registrable Securities for sale in any
        jurisdiction, at the earliest practicable moment.

       

      (e)  Deliver
        to each Holder, by 9:00 a.m. (New York City time) on the date following the
        Effective Date, without charge, as many copies of the Prospectus or Prospectuses
        (including each form of prospectus) and each amendment or supplement thereto
        as
        such Persons may reasonably request in connection with resales by the Holder
        of
        Registrable Securities. Subject to the terms of this Agreement, the Company
        hereby consents to the use of such Prospectus and each amendment or supplement
        thereto by each of the selling Holders in connection with the offering and
        sale
        of the Registrable Securities covered by such Prospectus and any amendment
        or
        supplement thereto, subject to notices pursuant to Section 3(c).

       

      (f)  Prior
        to
        any resale of Registrable Securities by a Holder, use its commercially
        reasonable efforts to register or qualify or cooperate with the selling Holders
        in connection with the registration or qualification (or exemption from the
        Registration or qualification) of such Registrable Securities for the resale
        by
        the Holder under the securities or Blue Sky laws of such jurisdictions within
        the United States as any Holder reasonably requests in writing, to keep the
        Registration or qualification (or exemption therefrom) effective during the
        Effectiveness Period and to do any and all other acts or things reasonably
        necessary to enable the disposition in such jurisdictions of the Registrable
        Securities covered by the Registration Statement; provided,
        that
        the Company shall not be required to qualify generally to do business or
        file a
        general consent to service of process in any jurisdiction where it is not
        then
        so qualified.

       

      (g)  If
        requested by the Holders, cooperate with each Holder to facilitate the timely
        preparation and delivery of certificates representing Registrable Securities
        to
        be delivered to a transferee pursuant to the Registration Statement, which
        certificates shall be free, to the extent permitted by the Purchase Agreement,
        of all restrictive legends, and to enable such Registrable Securities to
        be in
        such denominations and registered in such names as any such Holders may
        request.

       

      (h)  Upon
        the
        occurrence of any event contemplated by this Section 3, as promptly as
        commercially reasonably possible under the circumstances taking into account
        the
        Company’s good faith assessment of any adverse consequences to the Company and
        its stockholders of the premature disclosure of such events, prepare a
        supplement or amendment, including a post-effective amendment, to the
        Registration Statement or a supplement to the related Prospectus or any document
        incorporated or deemed to be incorporated therein by reference, and file
        any
        other required document so that, as thereafter delivered, neither the
        Registration Statement nor such Prospectus will contain an untrue statement
        of a
        material fact or omit to state a material fact required to be stated therein
        or
        necessary to make the statements therein, in light of the circumstances under
        which they were made, not misleading. If
        the
        Company notifies the Holders in accordance with clauses (ii) through (v)
        of
        Section 3(c) above to suspend the use of any Prospectus until the requisite
        changes to such Prospectus have been made, then the Holders shall suspend
        use of
        such Prospectus. The Company will use its best efforts to ensure that the
        use of
        the Prospectus may be resumed as promptly as is commercially practicable.
        The
        Company shall be entitled to exercise its right under this Section 3(h) to
        suspend the availability of a Registration Statement and Prospectus, subject
        to
        the payment of liquidated damages pursuant to Section 2(c), for a period
        not to
        exceed 60 days (which need not be consecutive days) in any 12 month
        period.

       

      (i) Comply
        with all applicable rules and regulations of the Commission.

       

      (j) Each
        Holder agrees to furnish to the Company a completed Questionnaire in the
        form
        attached to this Agreement as Annex
        B
        (a
“Selling
        Holder Questionnaire”).
        The
        Company shall not be required to include the Registrable Securities of a
        Holder
        in a Registration Statement and shall not be required to pay any liquidated
        or
        other damages under Section 2(c) to such Holder who fails to furnish to the
        Company a fully completed Selling Holder Questionnaire at least one Trading
        Day
        prior to the Filing Date (subject to the requirements set forth in Section
        3(a)).

       

      (k) Upon
        notification by the Commission that a Registration Statement will not be
        reviewed or is no longer subject to further review and comments, the Company
        shall request acceleration of such Registration Statement such that it becomes
        effective at 5:00 p.m. (New York City time) on the Effectiveness Date.


      


      4.  Registration
        Expenses.
        All
        fees and expenses incident to the performance of or compliance with this
        Agreement by the Company shall be borne by the Company whether or not any
        Registrable Securities are sold pursuant to the Registration Statement. The
        fees
        and expenses referred to in the foregoing sentence shall include, without
        limitation, (i) all registration and filing fees (including, without limitation,
        fees and expenses (A) with respect to filings required to be made with the
        Trading Market on which the Common Stock is then listed for trading, and
        (B) in
        compliance with applicable state securities or Blue Sky laws), (ii) printing
        expenses (including, without limitation, expenses of printing certificates
        for
        Registrable Securities and of printing prospectuses if the printing of
        prospectuses is reasonably requested by the holders of a majority of the
        Registrable Securities included in the Registration Statement), (iii) messenger,
        telephone and delivery expenses, (iv) fees and disbursements of counsel for
        the
        Company, (v) Securities Act liability insurance, if the Company so desires
        such
        insurance, and (vi) fees and expenses of all other Persons retained by the
        Company in connection with the consummation of the transactions contemplated
        by
        this Agreement. In addition, the Company shall be responsible for all of
        its
        internal expenses incurred in connection with the consummation of the
        transactions contemplated by this Agreement (including, without limitation,
        all
        salaries and expenses of its officers and employees performing legal or
        accounting duties), the expense of any annual audit and the fees and expenses
        incurred in connection with the listing of the Registrable Securities on
        any
        securities exchange or market as required hereunder. In no event shall the
        Company be responsible for any broker or similar commissions of the
        Holders.

       

      5.  Indemnification

       

      (a)  Indemnification
        by the Company.
        The
        Company shall, notwithstanding any termination of this Agreement, indemnify
        and
        hold harmless each Holder, the officers, directors, agents and employees
        of each
        of them, each Person who controls any such Holder (within the meaning of
        Section
        15 of the Securities Act or Section 20 of the Exchange Act) and the officers,
        directors, agents and employees of each such controlling Person, to the fullest
        extent permitted by applicable law, from and against any and all losses,
        claims,
        damages, liabilities, costs (including, without limitation, reasonable
        attorneys' fees) and expenses (collectively, “Losses”),
        as
        incurred, arising out of or relating to any untrue or alleged untrue statement
        of a material fact contained in the Registration Statement, any Prospectus
        or
        any form of prospectus or in any amendment or supplement thereto or in any
        preliminary prospectus, or arising out of or relating to any omission or
        alleged
        omission of a material fact required to be stated therein or necessary to
        make
        the statements therein (in the case of any Prospectus or form of prospectus
        or
        supplement thereto, in light of the circumstances under which they were made)
        not misleading, except to the extent, but only to the extent, that (i) such
        untrue statements or omissions are based solely upon information regarding
        such
        Holder furnished in writing to the Company by such Holder expressly for use
        therein, or to the extent that such information relates to such Holder or
        such
        Holder's proposed method of distribution of Registrable Securities and was
        reviewed and expressly approved in writing by such Holder expressly for use
        in
        the Registration Statement, such Prospectus or such form of Prospectus or
        in any
        amendment or supplement thereto (it being understood that the Holder has
        approved Annex A hereto for this purpose), (ii) in the case of an occurrence
        of
        an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder
        of an outdated or defective Prospectus after the Company has notified such
        Holder in writing that the Prospectus is outdated or defective and prior
        to the
        receipt by such Holder of the Advice or an amended or supplemented Prospectus,
        but only if and to the extent that following the receipt of the Advice or
        the
        amended or supplemented Prospectus the misstatement or omission giving rise
        to
        such Loss would have been corrected or (iii) such Holder fails to comply
        with
        any applicable prospectus delivery requirements of the Securities Act applicable
        to it in connection with sales of Registrable Securities pursuant to a
        Registration Statement. The Company shall notify the Holders promptly of
        the
        institution, threat or assertion of any Proceeding of which the Company is
        aware
        in connection with the transactions contemplated by this Agreement.

       

      (b)  Indemnification
        by Holders.
        Each
        Holder shall, severally and not jointly, indemnify and hold harmless the
        Company, its directors, officers, agents and employees, each Person who controls
        the Company (within the meaning of Section 15 of the Securities Act and Section
        20 of the Exchange Act), and the directors, officers, agents or employees
        of
        such controlling Persons, to the fullest extent permitted by applicable law,
        from and against all Losses, as incurred, arising solely out of or based
        solely
        upon: (x) such Holder's failure to comply with the prospectus delivery
        requirements of the Securities Act to the extent that delivery of such
        Prospectus would have avoided such Loss or (y) any untrue or alleged untrue
        statement of a material fact contained in any Registration Statement, any
        Prospectus, or any form of prospectus, or in any amendment or supplement
        thereto
        or in any preliminary prospectus, or arising solely out of or based solely
        upon
        any omission of a material fact required to be stated therein or necessary
        to
        make the statements therein not misleading to the extent, but only to the
        extent, that such untrue statements or omissions are based solely upon
        information regarding such Holder furnished in writing to the Company by
        such
        Holder expressly for use therein. In no event shall the liability of any
        selling
        Holder hereunder be greater in amount than the dollar amount of the net proceeds
        received by such Holder upon the sale of the Registrable Securities giving
        rise
        to such indemnification obligation.

       

      (c)  Conduct
        of Indemnification Proceedings.
        If any
        Proceeding shall be brought or asserted against any Person entitled to indemnity
        hereunder (an “Indemnified
        Party”),
        such
        Indemnified Party shall promptly notify the Person from whom indemnity is
        sought
        (the “Indemnifying
        Party”)
        in
        writing, and the Indemnifying Party shall have the right to assume the defense
        thereof, including the employment of counsel reasonably satisfactory to the
        Indemnified Party and the payment of all fees and expenses incurred in
        connection with defense thereof; provided, that the failure of any Indemnified
        Party to give such notice shall not relieve the Indemnifying Party of its
        obligations or liabilities pursuant to this Agreement, except (and only)
        to the
        extent that it shall be finally determined by a court of competent jurisdiction
        (which determination is not subject to appeal or further review) that such
        failure shall have proximately and materially prejudiced the Indemnifying
        Party.

       

      An
        Indemnified Party shall have the right to employ separate counsel in any
        such
        Proceeding and to participate in the defense thereof, but the fees and expenses
        of such counsel shall be at the expense of such Indemnified Party or Parties
        unless: (1) the Indemnifying Party has agreed in writing to pay such fees
        and
        expenses; (2) the Indemnifying Party shall have failed promptly to assume
        the
        defense of such Proceeding and to employ counsel reasonably satisfactory
        to such
        Indemnified Party in any such Proceeding; or (3) the named parties to any
        such
        Proceeding (including any impleaded parties) include both such Indemnified
        Party
        and the Indemnifying Party, and such Indemnified Party shall have been advised
        by counsel that a material conflict of interest is likely to exist if the
        same
        counsel were to represent such Indemnified Party and the Indemnifying Party
        (in
        which case, if such Indemnified Party notifies the Indemnifying Party in
        writing
        that it elects to employ separate counsel at the expense of the Indemnifying
        Party, the Indemnifying Party shall not have the right to assume the defense
        thereof and the reasonable fees and expenses of up to an aggregate of three
        separate counsel shall be at the expense of the Indemnifying Party). The
        Indemnifying Party shall not be liable for any settlement of any such Proceeding
        effected without its written consent. No Indemnifying Party shall, without
        the
        prior written consent of the Indemnified Party, effect any settlement of
        any
        pending Proceeding in respect of which any Indemnified Party is a party,
        unless
        such settlement includes an unconditional release of such Indemnified Party
        from
        all liability on claims that are the subject matter of such
        Proceeding.

       

      Subject
        to the terms of this Agreement, all reasonable fees and expenses of the
        Indemnified Party (including reasonable fees and expenses to the extent incurred
        in connection with investigating or preparing to defend such Proceeding in
        a
        manner not inconsistent with this Section) shall be paid to the Indemnified
        Party, as incurred, within ten Trading Days of written notice thereof to
        the
        Indemnifying Party; provided,
        that
        the Indemnified Party shall promptly reimburse the Indemnifying Party for
        that
        portion of such fees and expenses applicable to such actions for which such
        Indemnified Party is not entitled to indemnification hereunder, determined
        based
        upon the relative faults of the parties.

       

      (d)  Contribution.
        If a
        claim for indemnification under Section 5(a) or 5(b) is unavailable to an
        Indemnified Party (by reason of public policy or otherwise), then each
        Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
        contribute to the amount paid or payable by such Indemnified Party as a result
        of such Losses, in such proportion as is appropriate to reflect the relative
        fault of the Indemnifying Party and Indemnified Party in connection with
        the
        actions, statements or omissions that resulted in such Losses as well as
        any
        other relevant equitable considerations. The relative fault of such Indemnifying
        Party and Indemnified Party shall be determined by reference to, among other
        things, whether any action in question, including any untrue or alleged untrue
        statement of a material fact or omission or alleged omission of a material
        fact,
        has been taken or made by, or relates to information supplied by, such
        Indemnifying Party or Indemnified Party, and the parties' relative intent,
        knowledge, access to information and opportunity to correct or prevent such
        action, statement or omission. The amount paid or payable by a party as a
        result
        of any Losses shall be deemed to include, subject to the limitations set
        forth
        in this Section 5, any reasonable attorneys’ or other reasonable fees or
        expenses incurred by such party in connection with any Proceeding to the
        extent
        such party would have been indemnified for such fees or expenses if the
        indemnification provided for in this Section was available to such party
        in
        accordance with its terms.

       

      The
        parties hereto agree that it would not be just and equitable if contribution
        pursuant to this Section 5(d) were determined by pro rata allocation or by
        any
        other method of allocation that does not take into account the equitable
        considerations referred to in the immediately preceding paragraph.
        Notwithstanding the provisions of this Section 5(d), no Holder shall be required
        to contribute, in the aggregate, any amount in excess of the amount by which
        the
        proceeds actually received by such Holder from the sale of the Registrable
        Securities subject to the Proceeding exceeds the amount of any damages that
        such
        Holder has otherwise been required to pay by reason of such untrue or alleged
        untrue statement or omission or alleged omission or other act in question.
        No
        party
        guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
        of
        the Securities Act) shall be entitled to contribution from any party that
        was
        not guilty of such fraudulent misrepresentation.

       

      The
        indemnity and contribution agreements contained in this Section are in addition
        to any liability that the Indemnifying Parties may have to the Indemnified
        Parties.

       

      6.  Miscellaneous

       

      (a)  Remedies.
        In the
        event of a breach by the Company or by a Holder, of any of their obligations
        under this Agreement, each Holder or the Company, as the case may be, in
        addition to being entitled to exercise all rights granted by law and under
        this
        Agreement, including recovery of damages, will be entitled to specific
        performance of its rights under this Agreement. The Company and each Holder
        agree that monetary damages would not provide adequate compensation for any
        losses incurred by reason of a breach by it of any of the provisions of this
        Agreement and hereby further agrees that, in the event of any action for
        specific performance in respect of such breach, it shall waive the defense
        that
        a remedy at law would be adequate.

       

      (b)  Compliance.
        Each
        Holder covenants and agrees that it will comply with the prospectus delivery
        requirements of the Securities Act as applicable to it in connection with
        sales
        of Registrable Securities pursuant to the Registration Statement.

       

      (c)  Discontinued
        Disposition.
        Each
        Holder agrees by its acquisition of such Registrable Securities that, upon
        receipt of a notice from the Company of the occurrence of any event of the
        kind
        described in Section 3(c), such Holder will forthwith discontinue disposition
        of
        such Registrable Securities under the Registration Statement until such Holder's
        receipt of the copies of the supplemented Prospectus and/or amended Registration
        Statement or until it is advised in writing (the “Advice”)
        by the
        Company that the use of the applicable Prospectus may be resumed, and, in
        either
        case, has received copies of any additional or supplemental filings that
        are
        incorporated or deemed to be incorporated by reference in such Prospectus
        or
        Registration Statement. The Company will use its best efforts to ensure that
        the
        use of the Prospectus may be resumed as promptly as is commercially practicable.
        The
        Company agrees and acknowledges that any periods during which the Holder
        is
        required to discontinue the disposition of the Registrable Securities hereunder
        shall be subject to the provisions of Section 2(c).

       

      (d)  Piggy-Back
        Registrations.
        If at
        any time during the Effectiveness Period there is not an effective Registration
        Statement covering all of the Registrable Securities and the Company shall
        determine to prepare and file with the Commission a registration statement
        relating to an offering for its own account or the account of others under
        the
        Securities Act of any of its equity securities, other than on Form S-4 or
        Form
        S-8 (each as promulgated under the Securities Act) or their then equivalents
        relating to equity securities to be issued solely in connection with any
        acquisition of any entity or business or equity securities issuable in
        connection with the stock option or other employee benefit plans, then the
        Company shall send to each Holder a written notice of such determination
        and, if
        within fifteen days after the date of such notice, any such Holder shall
        so
        request in writing, the Company shall include in such registration statement
        all
        or any part of such Registrable Securities such Holder requests to be
        registered, subject to customary underwriter cutbacks applicable to all holders
        of registration rights.

       

      (e)  No
        Piggyback on Registration Statement.
        Except
        as set forth in Schedule
        6(e),
        neither
        the Company nor any of its security holders (other than the Holders in such
        capacity pursuant hereto) may include securities of the Company in a
        Registration Statement other than the Registrable Securities, and the Company
        shall not after the date hereof enter into any agreement providing any such
        right to any of its security holders. 

       

      (f)  Amendments
        and Waivers.
        No
        provision of this Agreement may be waived or amended except in a written
        instrument signed by the Company and the Investors holding a majority of
        the
        Registrable Securities. No waiver of any default with respect to any provision,
        condition or requirement of this Agreement shall be deemed to be a continuing
        waiver in the future or a waiver of any subsequent default or a waiver of
        any
        other provision, condition or requirement hereof, nor shall any delay or
        omission of either party to exercise any right hereunder in any manner impair
        the exercise of any such right.

       

      (g)  Notices.
        Any and
        all notices or other communications or deliveries required or permitted to
        be
        provided hereunder shall be made in accordance with the provisions of the
        Purchase Agreement.

       

      (h)  Successors
        and Assigns.
        This
        Agreement shall inure to the benefit of and be binding upon the successors
        and
        permitted assigns of each of the parties and shall inure to the benefit of
        each
        Holder. Each Holder may assign their respective rights hereunder in the manner
        and to the Persons as permitted under the Purchase Agreement. The Company
        may
        not assign its rights or obligations hereunder. 

       

      (i)  Execution
        and Counterparts.
        This
        Agreement may be executed in any number of counterparts, each of which when
        so
        executed shall be deemed to be an original and, all of which taken together
        shall constitute one and the same Agreement. In the event that any signature
        is
        delivered by facsimile transmission, such signature shall create a valid
        binding
        obligation of the party executing (or on whose behalf such signature is
        executed) the same with the same force and effect as if such facsimile signature
        were the original thereof.

       

      (j)  Governing
        Law.
        All
        questions concerning the construction, validity, enforcement and interpretation
        of this Agreement shall be determined with the provisions of the Purchase
        Agreement.

       

      (k)  Cumulative
        Remedies.
        The
        remedies provided herein are cumulative and not exclusive of any remedies
        provided by law.

       

      (l)  Severability.
        If any
        term, provision, covenant or restriction of this Agreement is held by a court
        of
        competent jurisdiction to be invalid, illegal, void or unenforceable, the
        remainder of the terms, provisions, covenants and restrictions set forth
        herein
        shall remain in full force and effect and shall in no way be affected, impaired
        or invalidated, and the parties hereto shall use their reasonable best efforts
        to find and employ an alternative means to achieve the same or substantially
        the
        same result as that contemplated by such term, provision, covenant or
        restriction. It is hereby stipulated and declared to be the intention of
        the
        parties that they would have executed the remaining terms, provisions, covenants
        and restrictions without including any of such that may be hereafter declared
        invalid, illegal, void or unenforceable.

       

      (m)  Headings.
        The
        headings in this Agreement are for convenience of reference only and shall
        not
        limit or otherwise affect the meaning hereof.

       

      (n)  Independent
        Nature of Holders' Obligations and Rights.
        The
        obligations of each Holder hereunder are several and not joint with the
        obligations of any other Holder hereunder, and no Holder shall be responsible
        in
        any way for the performance of the obligations of any other Holder hereunder.
        Nothing contained herein or in any other agreement or document delivered
        at any
        closing, and no action taken by any Holder pursuant hereto or thereto, shall
        be
        deemed to constitute the Holders as a partnership, an association, a joint
        venture or any other kind of entity, or create a presumption that the Holders
        are in any way acting in concert with respect to such obligations or the
        transactions contemplated by this Agreement. Each Holder acknowledges that
        no
        other Holder has acted as agent for such Holder in connection with executing
        this Agreement and that no Holder will be acting as agent of such Holder
        in
        connection with monitoring the registration of the Registrable Securities
        or
        enforcing its rights under this Agreement. Each Holder shall be entitled
        to
        protect and enforce its rights, including without limitation the rights arising
        out of this Agreement, and it shall not be necessary for any other Holder
        to be
        joined as an additional party in any Proceeding for such purpose. The Company
        acknowledges that each of the Investors has been provided with the same
        Transaction Documents and will likely have their respective Registrable
        Securities included on the same Registration Statement, for the purpose of
        closing a transaction with multiple Investors and not because it was required
        or
        requested to do so by any Investor.

       

      *************************


      
        
          -
            -PMB297641-2

           

        

        
           

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
        as
        of the date first written above.

       

      


       

      
        	
                DOR
                  BIOPHARMA, INC.

                 

              
	
                By:__________________________________________

                Name:

                Title:

              


      

      


      


      


      [SIGNATURE
        PAGE OF HOLDERS FOLLOWS]


      
        
          -
            -PMB297641-2

           

        

        
           

          
            

          

        

        
           

        

      


      [INVESTOR
        SIGNATURE PAGE TO DOR RRA]

      


      Name
        of
        Investing Entity: __________________________

      Signature
        of Authorized Signatory of Investing entity:
        __________________________

      Name
        of
        Authorized Signatory: _________________________

      Title
        of
        Authorized Signatory: __________________________

       

      


      


      


       

      



      
        
          -
            -PMB297641-2

           

        

        
           

          
            

          

        

        
           

        

      


      Schedule
        6(e)

       

      The
        Company intends to merge its subsidiary, Enteron Pharmaceuticals, Inc. into
        a
        wholly-owned subsidiary of the Company. Pursuant to this transaction, the
        Company will issue 3,069,386 shares of Common Stock to the former minority
        shareholders of Enteron. 

      


       


      
        
          -
            -PMB297641-2

           

        

        
           

          
            

          

        

        
           

        

      


      ANNEX
        A

       

      


       

      Plan
        of
        Distribution

       

      The
        selling stockholders and any of their pledgees, donees, transferees, assignees
        and successors-in-interest may, from time to time, sell any or all of their
        shares of common stock on any stock exchange, market or trading facility
        on
        which the shares are traded or in private transactions. These sales may be
        at
        fixed or negotiated prices. The selling stockholders may use any one or more
        of
        the following methods when selling shares:

       

      	·  	
              ordinary
                brokerage transactions and transactions in which the broker-dealer
                solicits investors;

            


       

      	·  	
              block
                trades in which the broker-dealer will attempt to sell the shares
                as agent
                but may position and resell a portion of the block as principal to
                facilitate the transaction;

            


       

      	·  	
              purchases
                by a broker-dealer as principal and resale by the broker-dealer for
                its
                account;

            


       

      	·  	
              an
                exchange distribution in accordance with the rules of the applicable
                exchange;

            


       

      	·  	
              privately
                negotiated transactions;

            


       

      	·  	
              to
                cover short sales and other hedging transactions made after the date
                that
                the registration statement of which this prospectus is a part is
                declared
                effective by the Securities and Exchange
                Commission;

            


       

      	·  	
              broker-dealers
                may agree with the selling stockholders to sell a specified number
                of such
                shares at a stipulated price per share;

            


       

      	·  	
              a
                combination of any such methods of sale;
                and

            


       

      	·  	
              any
                other method permitted pursuant to applicable
                law.

            


       

      The
        selling stockholders may also sell shares under Rule 144 under the Securities
        Act, if available, rather than under this prospectus.

       

      Broker-dealers
        engaged by the selling stockholders may arrange for other brokers-dealers
        to
        participate in sales. Broker-dealers may receive commissions or discounts
        from
        the selling stockholders (or, if any broker-dealer acts as agent for the
        investor of shares, from the purchaser) in amounts to be negotiated. The
        selling
        stockholders do not expect these commissions and discounts to exceed what
        is
        customary in the types of transactions involved.

       

      The
        selling stockholders may from time to time pledge or grant a security interest
        in some or all of the Shares owned by them and, if they default in the
        performance of their secured obligations, the pledgees or secured parties
        may
        offer and sell shares of common stock from time to time under this prospectus,
        or under an amendment to this prospectus under Rule 424(b)(3) or other
        applicable provision of the Securities Act of 1933 amending the list of selling
        stockholders to include the pledgee, transferee or other successors in interest
        as selling stockholders under this prospectus.

       


        Upon
          our
          being notified in writing by a selling stockholder that any material arrangement
          has been entered into with a broker-dealer for the sale of common stock
          through
          a block trade, special offering, exchange distribution or secondary distribution
          or a purchase by a broker or dealer, a supplement to this prospectus will
          be
          filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing
          (i) the name of each such selling stockholder and of the participating
          broker-dealer(s), (ii) the number of shares involved, (iii) the price at
          which
          such shares of common stock were sold, (iv) the commissions paid or discounts
          or
          concessions allowed to such broker-dealer(s), where applicable, (v) that
          such
          broker-dealer(s) did not conduct any investigation to verify the information
          set
          out or incorporated by reference in this prospectus, and (vi) other facts
          material to the transaction. In addition, upon our being notified in writing
          by
          a selling stockholder that a donee or pledge intends to sell more than
          500
          shares of common stock, a supplement to this prospectus will be filed if
          then
          required in accordance with applicable securities law.


       

      The
        selling stockholders also may transfer the shares of common stock in other
        circumstances, in which case the transferees, pledgees or other successors
        in
        interest will be the selling beneficial owners for purposes of this
        prospectus.

       

      The
        selling stockholders and any broker-dealers or agents that are involved in
        selling the shares may be deemed to be "underwriters" within the meaning
        of the
        Securities Act in connection with such sales. In such event, any commissions
        received by such broker-dealers or agents and any profit on the resale of
        the
        shares purchased by them may be deemed to be underwriting commissions or
        discounts under the Securities Act. Discounts, concessions, commissions and
        similar selling expenses, if any, that can be attributed to the sale of
        securities will be paid by the selling stockholders and/or the purchasers
        of the
        securities. 

       

      Each
        selling stockholder that is affiliated with a registered broker-dealer has
        confirmed to us that, at the time it acquired the securities subject to the
        registration statement of which this prospectus is a part, it did not have
        any
        agreement or understanding, directly or indirectly, with any person to
        distribute any of such securities. The Company has advised each selling
        stockholder that it may not use shares registered on the registration statement
        of which this prospectus is a part to cover short sales of our common stock
        made
        prior to the date on which such registration statement was declared effective
        by
        the SEC.

       

      We
        are
        required to pay certain fees and expenses incident to the registration of
        the
        shares. We have agreed to indemnify the selling stockholders against certain
        losses, claims, damages and liabilities, including liabilities under the
        Securities Act. We agreed to keep this prospectus effective until the earlier
        of
        (i) the date on which the shares may be resold by the selling stockholders
        without registration and without regard to any volume limitations by reason
        of
        Rule 144(e) under the Securities Act or any other rule of similar effect
        and
        (ii) such time as all of the shares have been publicly sold.

       


      
        
          -
            -PMB297641-2

           

        

        
           

          
            

          

        

        
           

        

      


      Annex
        B

       

      DOR
        BIOPHARMA, INC.

       

      Selling
        Securityholder Questionnaire

       

      The
        undersigned beneficial owner of shares of Common Stock (including shares
        that
        may be acquired upon exercise of warrants) (the “Registrable
        Securities”)
        of DOR
        BioPharma, Inc. (the “Company”)
        understands that the Company has filed or intends to file with the Securities
        and Exchange Commission a registration statement (the “Registration
        Statement”)
        for the
        registration and resale under the Securities Act of 1933, as amended (the
        “Securities
        Act”),
        of the
        Registrable Securities. This Questionnaire is delivered pursuant to the terms
        of
        the Registration Rights Agreement, dated as of April 6, 2006 (the “Registration
        Rights Agreement”),
        among
        the Company and the Investors named therein. A copy of the Registration Rights
        Agreement is available from the Company upon request at the address set forth
        below. All capitalized terms not otherwise defined herein shall have the
        meanings ascribed thereto in the Registration Rights Agreement.

       

      Certain
        legal consequences arise from being named as a selling securityholder in
        the
        Registration Statement and the related prospectus. Accordingly, holders and
        beneficial owners of Registrable Securities are advised to consult their
        own
        securities law counsel regarding the consequences of being named or not being
        named as a selling securityholder in the Registration Statement and the related
        prospectus.

       

      The
        undersigned beneficial owner (the “Selling
        Securityholder”)
        of
        Registrable Securities hereby elects to include the Registrable Securities
        owned
        by it and listed below in Item 3 (unless otherwise specified under such Item
        3)
        in the Registration Statement.

       

      The
        undersigned hereby provides the following information to the Company and
        represents and warrants that such information is accurate:

       

      1. Name.

       

      
        	 	
                (a)

              	
                Full
                  Legal Name of Selling
                  Securityholder

              


      

       

      
        	 
	 


      

      


      
        	 	
                (b)

              	
                Full
                  Legal Name of Registered Holder (if not the same as (a) above)
                  through
                  which Registrable Securities Listed in Item 3 below are
                  held:

              


      

       

      
        	 
	 


      

      


      
        	 	
                (c)

              	
                Full
                  Legal Name of each Control Person (which means a natural person
                  that
                  directly or indirectly has power to vote or dispose of the securities
                  covered by this Questionnaire):

              


      

       

      
        	 
	 


      

      


       

      2.
        Address for Notices to Selling Securityholder:

       

      
        	 
	 
	 
	
                Telephone: 

              
	
                Fax: 

              
	
                Contact
                  Person: 

              


      

      


      3.
        Beneficial Ownership of Registrable Securities:

       

      
        	 	
                (a)

              	
                Type
                  and Principal Amount of Registrable Securities beneficially
                  owned:

              


      

       

      
        	 
	 
	 
	 


      

      


       

      4.
        Broker-Dealer Status:

       

      
        	 	
                (a)

              	
                Are
                  you a broker-dealer?

              


      

       

      Yes
         No
        

       

      
        	 	
                Note:

              	
                If
                  yes, the Commission’s staff has indicated that you should be identified as
                  an underwriter in the Registration
                  Statement.

              


      

       

      
        	 	
                (b)

              	
                Are
                  you an affiliate of a
                  broker-dealer?

              


      

       

      Yes
         No
        

       

      
        	 	
                (c)

              	
                If
                  you are an affiliate of a broker-dealer, do you certify that you
                  bought
                  the Registrable Securities in the ordinary course of business,
                  and at the
                  time of the purchase of the Registrable Securities to be resold,
                  you had
                  no agreements or understandings, directly or indirectly, with any
                  person
                  to distribute the Registrable
                  Securities?

              


      

       

      Yes
         No
        

       

      
        	 	
                Note:

              	
                If
                  no, the Commission’s staff has indicated that you should be identified as
                  an underwriter in the Registration
                  Statement.

              


      

       

      5.
        Beneficial Ownership of Other Securities of the Company Owned by the Selling
        Securityholder.

       

      Except
        as set forth below in this Item 5, the undersigned is not the beneficial
        or
        registered owner of any securities of the Company other than the Registrable
        Securities listed above in Item 3.

       

      
        	 	
                (a)

              	
                Type
                  and Amount of Other Securities beneficially owned by the Selling
                  Securityholder:

              


      

       

      
        	 
	 
	 


      

      


      6.
        Relationships with the Company:

       

      Except
        as set forth below, neither the undersigned nor any of its affiliates, officers,
        directors or principal equity holders (owners of 5% of more of the equity
        securities of the undersigned) has held any position or office or has had
        any
        other material relationship with the Company (or its predecessors or affiliates)
        during the past three years.

       

      State
        any
        exceptions here:

       

      
        	 
	 
	 


      

      


       

      7. Claims
        against the Company:

       

      Except
        as set forth below, to the actual knowledge of the officers and directors
        or
        persons performing similar functions for the undersigned, neither the
        undersigned nor any of its Affiliates, officers, directors or principal equity
        holders (owners of 5% or more of the equity securities of the undersigned)
        has
        any claims against the Company, its directors, officers, agents and employees,
        and each Person who controls the Company (within the meaning of Section 15
        of
        the Securities Act and Section 20 of the Exchange Act) relating to the Company’s
        sale of Registrable Securities to the undersigned.

       

      State
        any
        exceptions here:

       

      ________________________________________________________________________________________________________________________________________________________________________________________________________________________

       

      


       

      The
        undersigned agrees to promptly notify the Company of any inaccuracies or
        changes
        in the information provided herein (other than changes in beneficial ownership
        of Common Stock after the effectiveness of the Registration Statement) that
        may
        occur subsequent to the date hereof at any time prior to the effectiveness
        of
        the Registration Statement or while the Registration Statement remains
        effective.

       

      By
        signing below, the undersigned consents to the disclosure of the information
        contained herein in its answers hereto and the inclusion of such information
        in
        the Registration Statement and the related prospectus and any amendments
        or
        supplements thereto. The undersigned understands that such information will
        be
        relied upon by the Company in connection with the preparation or amendment
        of
        the Registration Statement and the related prospectus.

       

      IN
        WITNESS WHEREOF the undersigned, by authority duly given, has caused this
        Questionnaire to be executed and delivered either in person or by its duly
        authorized agent.

       

      Dated:
          Beneficial
        Owner:  

      
        


      

      By:  

      Name:

      Title:

      


      


      PLEASE
        FAX A COPY OF THE COMPLETED AND EXECUTED QUESTIONNAIRE, AND RETURN THE ORIGINAL
        BY OVERNIGHT MAIL, TO:  

      


      Leslie
        J. Croland

      Edwards
        Angell Palmer & Dodge LLP

      350
        E. Las Olas Boulevard

      Suite
        1150

      Fort
        Lauderdale, FL 33301-4215

      Fax
        No. (954) 727-2601