DOR Clavijo Agreement




EMPLOYMENT
AGREEMENT




This
Agreement (the “Agreement”), dated as of February 18, 2005 (the
“Effective Date”) by and between DOR BioPharma, Inc., a Delaware corporation
having a place of business at 1691 Michigan Avenue, Suite 435, Miami, FL 33139
(the “Corporation”), and James Clavijo, an individual (the “Employee”).





W I T N E
S S E T H:




WHEREAS,
the Corporation desires to employ Employee as Controller, and the Employee
desires to be employed by the Corporation as Controller, all pursuant to the
terms and conditions hereinafter set forth;




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





	
      1.
	
      EMPL0YMENT DUTIES







The
Corporation engages and employs Employee, and Employee hereby accepts engagement
and employment, as Controller, will report to the Chief Financial Officer, and
shall perform high quality, full-time service to the Corporation to supervise
and have responsibility for the financial operations of the Corporation,
including, but not limited to: (i) recording, performing and overseeing the day
to day financial transactions of the Corporation (ii) managing the financial
accounts of the Corporation; and (iii) assisting in evaluating, negotiating,
structuring and implementing business transactions with the Corporation’s
customers and suppliers, and such other activities as may be reasonably
requested by the Board of Directors of the Corporation. Employee acknowledges
and understands that his employment may entail significant travel on behalf of
the Corporation.





	
      2.
	
      EMPLOYMENT TERM







Employee’s
employment hereunder shall be for a period of three (3) years, unless extended
by mutual agreement of the parties.





	
      3.
	
      COMPENSATION







As
compensation for the performance 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.




(ii) The
Corporation shall pay employee a minimum annual bonus of twenty-five thousand
dollars ($25,000), payable on each December 15th during
the duration of this Agreement.




(b)
Contingent upon Employee’s acceptance of this Agreement, the Compensation
Committee of the Board of Directors will grant to Employee Options (“Options”)
to purchase one hunded and fifty thousand (150,000) shares of DOR Common Stock,
of which fifty thousand (50,000) will vest immediately as of the Effective Date
of this Agreement. The remainder will vest quarterly on each three (3) month
anniversary of the Effective Date in equal installments of eight thousand, three
hundred and thirty-three (8,333) options per quarterly anniversary while
Employee continues to be employed by DOR. The exercise price of such Options
shall be equal to the market price of DOR common stock as of the market close on
the Effective Date of this Agreement. The Options will be granted pursuant to
the Corporation’s Employee Stock Option Plan and the Corporation’s standard
Stock Option Agreement. Such options shall be subject to approval by the Board
of Directors at the next quarterly Board meeting and the increase in the number
of shares eligible under the Corporation’s Stock Option Plan, which the
Corporation shall submit to a vote of stockholders at the Corporation’s 2005
general annual meeting or next special meeting of stockholders. All vested
options shall be exercisable for a period of three months following termination,
subject to extension in the discretion of the Stock Option Plan
administrator.




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




(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, including travel and
lodging to and in Miami, against receipt by the Corporation of appropriate
vouchers or other proof of Employee’s expenditures and otherwise in accordance
with the policy of the Corporation.




(e) During
the term of this Agreement, Employee shall be entitled to a maximum of four (4)
weeks paid vacation per annum. Unused vacation may be carried over to successive
years.




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




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




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




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




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





	
      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), employee
      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 Corporation’s 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 solicit or 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) solicit
or 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




(c) 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
Corporation’s 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 Corporation’s facilities at any time during his
employment by the Corporation, except as required in Employee’s 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 (hereinafter the “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-fact 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 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; or




(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 the Corporation 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, subject
to setoff, and any unpaid Bonuses payable upon the normal payroll periods of the
Corporation including any vacation accrued but not taken. No unvested options
shall vest beyond the termination date.




(d) Not
withstanding any of the foregoing, Sections 5 and 6 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 full
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:
____________________________________________________

James
Clavijo