DOR Greg Davenport Employment Agreement




EMPLOYMENT
AGREEMENT




This
Agreement (the “Agreement”), dated September 1, 2004 effective as of July 1,
2004(the “Effective Date”) by and between DOR Biopharma, Inc., a Delaware
corporation having a place of business at Lincoln Building, 1691 Michigan
Avenue, Suite 435, Miami Beach, FL33139 (the ‘Corporation), and Gregory J.
Davenport Ph.D. an individual residing at 2185Windermere Court, Frederick, MD
21702 (the “Employee”).




WITNESSETH:




WHEREAS,
the Corporation desires to employ Employee as President, BioDeferise Division
and the Employee desires to be employed by the Corporation as President,
BioDefense Division, all pursuant to the terms and conditions hereinafter set
forth:




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




1. EMPLOYMENT: DUTIES




(a) The
Corporation engages and employs Employee, and Employee hereby accepts engagement
and employment as President, BioDefense Division, to direct, supervise and have
responsibility for all business development aspects concerning the biodefense
portfolio of the Corporation, including, but not limited to: (i) Developing a
strategic business plan to increase the value and visibility of DOR’s biodefense
program; (ii) Identi~ing and making contact with potential partners for current
and future biodefense and non-biodefense related programs; (iii) Identifying and
pursuing key government opportunities and funding sources; (iv) Interfacing with
third pasties to identi~’ opportunities for technology collaborations; (v)
Evaluating, negotiating, structuring and implementing business and finding
transactions with the US Government and the Corporation’s customers, suppliers,
collaborators, parthers, and (vi) Such other activities as may be reasonably
requested by the Chief Executive Officer of the Corporation.




2. EMPLOYMENT TERM




Employee’s
employment hereunder will end on December 1, 2005.




3. COMPENSATION




A. As
compensation for the pertbrmance of employee’s duties on behalf of the
Corporation, Employee shall be compensated as follows:




(a) (i) The
Corporation shall pay Employee an annual base salary (“Base Salary”) of one
hundred and twenty five thousand dollars ($125,000) per annum, payable in
accordance with the usual payroll period of the Corporation, beginning July 1,
2004.


	 	
      (ii)
	
      Upon
      the successful completion of an external funding event resultant of the
      Employee’s actions and activities, the Corporation shall pay increase
      Employee’s base salary to a total of one hundred forty thousand dollars
      ($140,000) per annum, payable in accordance with the usual payroll period
      of the Corporation.





	 	
      (iii)
	
      Employee
      shall receive a bonus of $25,000 on
November




30, 2004
and in subsequent years, shall receive a bonus of

20% of
the employee’s annual salary to be paid on

November
30 of each year




B. Contingent
upon your acceptance of this Agreement, the Compensation Committee of the Board
of Directors will grant to you Options (“Options”) to purchase six hundred
thousand (600,000) shares of DOR Common Stock, vesting according to the
following schedule, provided that such milestones are achieved largely as the
result of the Employees actions:




50,000
options upon fmding a manufacturing partner for the ricin antigen

50,000
options upon finding a manufacturing partner for the botulinum
antigen

100,000
options upon an external funding of at least $3 million

100,000
options upon successful out licensing of any of DOR’s products

100,000
options upon successful in licensing of new product

100,000
options upon successftul execution of Cooperative Research and

Development
Agreement (CRADA) between Corporation, U.S. Army Medical

Research
Institute for Infectious Diseases (USAMRIID) and Thomas Jefferson

University.

100,000
options upon an additional external finding of at least $3 million.







In the
event of a change of control of the Company, as defined in the Company’s 1995
omnibus incentive plan, these Options shall vest immediately.




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




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




(e)
Employee shall be, during the term of this Agreement, entitled to a minimum of
three (3) wet paid vacation per annum.







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





	
      4.
	
      REPRESENTATIONS
      AND WARRANTIES BY EMPLOYEE AND
CORPORATION







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




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




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




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




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




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




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





	
      5.
	
      NON-COMPETITION








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








	 	
      (b)
	
      During the
      term of this Agreement and for two (2) years (or one (1) year in the event
      that the employee is terminated within 1 year of the Effective Date)
      thereafter, Employee shall not, directly or indirectly, without the prior
      written consent of the Corporation:







(i) interfere
with, disrupt or attempt to disrupt any past, present or prospective
relationship, contractual or otherwise ,
between
the Corporation and any of its licensors, licensees, clients, customers,
suppliers, employees, consultants or other related parties, or solicitor induce
for hire any of the employees, or agents, of the Corporation or any such
individual who in the past was employed or retained by the Corporation within
six (6) months of the termination of said individual’s employment or retention
by the Corporation; or




(ii) solicitor
accept employment or be retained by any party who, at any time during the term
of this Agreement, was a customer or supplier of the Corporation or any of its
affiliates or any licensor or licensee thereof where his position will be
related to the business of the Corporation; or




(iii)  In the
event that Employee breaches any provisions of this Section 5
or there
is a threatened breach, then, in addition to any other rights which the
Corporation may have, the Corporation shall be entitled, without the posting of
a bond or other security, to injunctive relief to enforce the restrictions
contained herein. 





	
      6.
	
      CONFIDENTIAL INFORMATION







(a) Employee
agrees that during the course of his employment or at any time after
termination, he will not disclose or make accessible to any other person, the
Corporations or any of its subsidiaries or affiliates, (collectively the
“Affiliates”) products, services and technology, both current and under
development, promotion and marketing programs, business plans, lists, customer
lists, product or licensing opportunities, investor lists, trade secrets and
other confidential and proprietary business information of the Corporation or
the Affiliates. Employee agrees: (i) not to use any such information for himself
or others; and (ii) not to take any such material or reproductions thereof in
any form or media from the Corporations facilities at any time during his
employment by the Corporation, except as required in Employees duties to the
Corporation. Employee agrees immediately to return all such material and
reproductions thereof in his possession to the Corporation upon request and in
any event upon termination of employment.




(b) Except
with prior written authorization by the Corporation, Employee agrees not to
disclose or publish any of the confidential, technical or business information
or material of the Corporation, to any suppliers, licensors, licensees,
customers, partners or other third parties to whom the Corporation owes an
obligation of confidence, at any time during or after his employment with the
Corporation.




(c) Employee
hereby assigns to the Corporation all right, title and interest he may have or
acquire in all inventions (including patent rights) developed by Employee during
the term of this Agreement (‘Inventions”) and agrees that all Inventions shall
be the sole property of the Corporation and its assigns, and the Corporation and
its assigns shall be the sole owner of all patents, copyrights and other rights
in connection therewith. Employee further agrees to assist the Corporation in
every proper way (but at the Corporation’s expense) to obtain and from time to
time enforce patents, copyrights or other rights on said Inventions in any and
all countries. Employee hereby irrevocably designates counsel to the Corporation
as Employee’s agent and attorney-in-act to do all lawful acts necessary to apply
for and obtain patents and copyrights and to enforce the Corporation’s rights
under this Section. This Section shall survive the termination of this Agreement
for any reason.




(d) The
Employee recognizes that in the course of his duties hereunder, he may receive
from Affiliates or others information which may be considered ‘material,
nonpublic information” concerning a public company that is subject to the
reporting requirements of the Securities and Exchange Act of 1934, as amended.
The Employee agrees not to:




(i) Buy or
sell any security, option, bond or warrant while in possession of relevant
material, nonpublic information received from Affiliates or others in connection
herewith;




(ii)   Provide
Affiliates with information with respect to any public company that may be
considered material, nonpublic information, or




(iii)
Provide any person with material, nonpublic information, received from
Affiliates including any relative, associate, or other individual who intends
to, or may, (a) trade securities with respect to Paramount which is the subject
of such information, or (b) otherwise directly or indirectly benefit from such
information.





	
      7.
	
      TERMINATION







(a) The
Employee’s employment hereunder shall begin on the Effective Date and shall
continue for the period set forth in Section 2 hereof unless renewed by mutual
agreement or sooner terminated upon the first to occur of the following
events:




(i) The death
of the Employee;




(ii) One year
following the merger or consolidation in which either more than fifty percent of
the voting power of the Corporation is transferred or the Corporation is not the
surviving entity, or sale or other disposition of all or substantially all the
assets of the Corporation;




(iii)
Termination by the Board of Directors of the Corporation for Just Cause. Any of
the following actions by the Employee shall constitute “Just
Cause”:




(A) Material
breach by the Employee of Section 1, Section 5 or
Section 6 of this Agreement;




(B) Material
breach by the Employee of any provision of this Agreement other than Section 5
or Section 6 which is not cured by the Employee within thirty (30) days of
notice thereof from the Corporation;




(C) Any
action by the Employee to intentionally harm the Corporation; or any action of
gross negligence by the Employee




(D) The
conviction of the Employee of a felony;




(iv)
Termination by the Employee for Just Cause. Any of the following actions or
omissions by the Corporation shall constitute just cause:




(A) Material
breach by the Corporation of any provision of this Agreement which is not cured
by the Corporation within thirty (30) days of notice thereof from the Employee;
or




(B) Any
action by the Corporation to intentionally harm the Employee




(b) Upon
termination by Employer pursuant to either subparagraph (i) or (iii) of
paragraph (a) above or by Employee other than pursuant to subparagraph (iv) of
paragraph (a) above, the Employee (or his estate in the event of termination
pursuant to subparagraph (i)) shall be entitled to receive the Base Salary plus
Bonus accrued but unpaid as of the date of termination including any vacation
time accrued but not taken.




(c) Upon
termination by the Corporation without Just Cause or pursuant to subparagraphs
(ii) or (iv) of paragraph (a) above, then the term of the Agreement as set forth
in Section 2 hereof shall be deemed to have been terminated as of such date and
(i) the Corporation shall pay to the Employee, three (3) months salary and any
unpaid Bonuses payable upon the normal payroll periods of the Corporation
including any vacation accrued but not taken. All options granted under section
3 of this agreement shall become immediately vested and shall remain vested and
shall remain exercisable for a period of 90 days after termination.





(d) Not
withstanding any of the foregoing, sections 3 and 7 shall survive the
termination or expiration of this Agreement.




8. NOTICES




Any
notice or other communication under this Agreement shall be in writing and shall
be deemed to have been given: when delivered personally against receipt
therefor; one (1) day after being sent by Federal Express or similar overnight
delivery; or three (3) days after being mailed registered or certified mail,
postage prepaid, return receipt requested, to either party at the address set
forth above, or to such other address as such party shall give by notice
hereunder to the other party.




9. SEVERABILITY OF PROVISIONS




If any
provision of this Agreement shall be declared by a court of competent
jurisdiction to be invalid, illegal or incapable of being enforced in whole or
in part, such provision shall be interpreted so as to remain enforceable to the
maximum extent permissible consistent with applicable law and the remaining
conditions and provisions or portions thereof shall nevertheless remain in fill
force and effect and enforceable to the extent they are valid, legal and
enforceable, and no provision shall be deemed dependent upon any other covenant
or provision unless so expressed herein.




10.
 ENTIRE AGREEMENT MODIFICATION




This
Agreement contains the entire agreement of the parties relating to the subject
matter hereof, and the parties hereto have made no agreements, representations
or warranties relating to the subject matter of this Agreement which are not set
forth herein. No modification of this Agreement shall be valid unless made in
writing and signed by the parties hereto.




11. BINDING
EFFECT




The
rights, benefits, duties and obligations under this Agreement shall inure to,
and be binding upon, the Corporation, its successors and assigns, and upon
Employee and his legal representatives. This Agreement constitutes a personal
service agreement, and the performance of Employee’s obligations hereunder may
not be transferred or assigned by Employee.




12. NON-WAIVER




The
failure of either party to insist upon the strict performance of any of the
terms, conditions and provisions of this Agreement shall not be construed as a
waiver or relinquishment of future compliance therewith, and said terms,
conditions and provisions shall remain in full force and effect. No waiver of
any term or condition of this Agreement on the part of either party shall be
effective for any purpose whatsoever unless such waiver is in writing and signed
by such party.




13. GOVERNING
LAW




This
Agreement shall be governed by, and construed and interpreted in accordance
with, the laws of the State of Florida without regard to principles of conflict
of laws.













14. HEADINGS




The
headings of paragraphs are inserted for convenience and shall not affect any
interpretation of this Agreement.




IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.




DOR
BIOPHARMA, INC.







By:
________________________________________________________




Alexander
P. Haig

Chairman
of the Board










EMPLOYEE:







By:
____________________________________________________

Gregory
Davenport