DOR Securites Purchase Agreement-2005




Exhibit
10.20

AMENDMENT
NO. 1 TO THE

SECURITIES
PURCHASE AGREEMENT




This
Amendment No. 1 (“Amendment”) to the
Securities Purchase Agreement (the “Purchase
Agreement”) dated
as of February 1, 2005, by and among DOR BioPharma, Inc., a Delaware corporation
(the “Company”), and
the investors named therein (the “Investors”), is
made and entered into as of February 17, 2005. Capitalized terms not defined in
this Amendment shall have the meanings ascribed to them in the Purchase
Agreement. 

 

WHEREAS,
pursuant to the Purchase Agreement, the Company issued an aggregate of 8,396,100
shares (“Shares”) of
Common Stock, par value $.001 per share (the “Common
Stock”), and
warrants (“Warrants”) to
purchase an aggregate of 6,297,075 shares (“Warrant
Shares”) of
Common Stock (collectively, the Shares, the Warrants and the Warrant Shares, the
“Securities”) to the
Investors; 

 

WHEREAS,
the Company entered into an engagement agreement with Growth Capital Partners,
LLC through its NASD member affiliate MidSouth Capital, Inc. dated as of January
5, 2005, which provided for a cash fee and a warrant to purchase an aggregate of
629,708 shares of Common Stock; 

 

WHEREAS,
Section 3.1(g) of the Purchase Agreement provides that the issuance of the
Securities does not obligate the Company to issue shares of Common Stock or
other securities to any Person other than the Investors, except as set forth in
Schedule
3.1(g) of the
Purchase Agreement; 

 

WHEREAS,
pursuant to Section 6.4 of the Purchase Agreement, Schedule
3.1(g) of the
Purchase Agreement may be amended if the Investors holding a majority of the
Shares execute and deliver to the Company a written instrument to that
effect;

 

WHEREAS,
the parties desire to amend Schedule
3.1(g) of the
Purchase Agreement as more fully described below;

 

NOW
THEREFORE, the parties hereby agree as follows:

 

1.
 Amendment
to Schedule 3.1(g).
Schedule
3.1(g) of the
Purchase Agreement is hereby amended to include a new paragraph to read as
follows: 




“Pursuant
to the engagement agreement dated as of January 5, 2005, by and between the
Company and MidSouth Capital, Inc., in connection with the offering subject to
this Agreement, the Company issued to MidSouth Capital, Inc. a warrant
(“Placement
Agent Warrant”) to
purchase an aggregate of 629,708 shares of Common Stock of the Company. The
Placement Agent Warrant has an exercise price of $0.625 and cashless exercise
provisions. The Placement Agent Warrant is exercisable for a period of five
years commencing on August 8, 2005.”




2.
 Survival. Except
for the amendment expressly set forth herein, the Purchase Agreement shall
remain in full force and effect. 

3.
Miscellaneous
Provisions.




(a) This
Amendment may be signed in any number of counterparts with the same effect as if
the signatures of each counterpart were upon a single instrument, and all such
counterparts together shall be deemed an original of this
Amendment.




(b) This
Amendment shall be governed by and construed in accordance with the laws of the
State of New York, without regard to the conflicts of law principles
thereof.










[Remainder
of Page Intentionally Left Blank.]







PMB_264983_3/MNAHATA


























IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first above written.







INVESTORS:     THE
COMPANY:







SF
CAPITAL PARTNERS LTD.   DOR
BIOPHARMA, INC.

 







By:
______________________________  By:
______________________________

Name:  Name: 

Title:  Title:






SILVERBACK
LIFE SCIENCES MASTER FUND

 







By:
______________________________

Name:

Title:







SILVERBACK
MASTER LTD.

 







By:
______________________________

Name:

Title:







PORTSIDE
GROWTH AND OPPORTUNITY FUND

 







By:
______________________________

Name:

Title:
















PMB_264983_3/MNAHATA























CRANSHIRE
CAPITAL, L.P. 







By:
______________________________

Name:

Title:







NITE
CAPITAL, LP







By:
______________________________

Name:

Title:







ENABLE
GROWTH PARTNERS LP







By:
______________________________

Name:

Title:







OMICRON
MASTER TRUST







By:
______________________________

Name:

Title:







CASTLE
CREEK HEALTHCARE PARTNERS, LLC







By:
______________________________

Name:

Title:
















PMB_264983_3/MNAHATA























CC
LIFESCIENCE LTD.










By:
______________________________

Name:

Title:










______________________________ 

Vasili
and Elisabeth Myrianthopoulos, JTWROS










______________________________ 

Alexander
and Suzanne Myrianthopoulos, JTWROS










______________________________ 

Steven
Mark, IRA










______________________________ 

Lloyd
Brokaw IRA










______________________________ 

Francis
A. and Nicole Bartul, JTWROS