warrantdocument


    

        Exhibit 4.14

        

          


          


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

          


          


          


          DOR
            BIOPHARMA, INC.

          


          


          


          Warrant
            for the Purchase of Shares of

          Common
            Stock

          


          No. CSW-        Shares

                                  Original
            Issue Date
            February 9, 2007

          


          


          FOR
            VALUE
            RECEIVED, DOR BIOPHARMA, INC., a Delaware corporation (the "Company"),
            hereby certifies that
            ___________ (the“Holder”),
            is
            entitled to purchase from the Company, at any time or from time to time
            commencing after the Original Issue Date and expiring at 5:00 P.M., New
            York
            City time, on the second (2nd) anniversary after the Original Issue Date
            (as
            such date may be changed pursuant to Section 2 hereof, the “Expiration
            Date”
being
            February
            8, 20121 , _________________,
            fully
            paid and non-assessable shares of Common Stock, par value $.001 per share,
            of
            the Company (the “Warrant
            Shares”)
            for a
            per share exercise price equal to $0.59
            per
            share (the “Per
            Share Warrant Price”).
            The
            Per Share Warrant Price is subject to adjustment as hereinafter provided.
            Capitalized terms used and not otherwise defined in this Warrant shall
            have the
            meanings specified in Section 9, unless the context otherwise
            requires.

          


          1. Exercise
            of Warrant.
            

          


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

          


           

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

          


          (c) If,
            one
            year after the Original Issue Date, the Warrant Shares to be issued are
            not
            registered and available for resale by the Holder pursuant to a registration
            statement in accordance with the Registration Rights Agreement entered
            into on
            the date hereof, then the Holder may, at its election exercised in its
            sole
            discretion, exercise this Warrant in whole or in part and, in lieu of
            making a
            cash payment of Permitted Consideration, elect instead to receive upon
            such
            exercise the “Net Number” of shares of Common Stock determined according to the
            following formula:

          


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

          B

          For
            purposes of the foregoing formula:

          


          A=the
            total number of Warrant Shares with respect

          to
            which
            this Warrant is then being exercised.

          


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

          Trading
            Days immediately prior to (but not including) 

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

          


          C=the
            Per
            Share Warrant Price;

          


          provided,
            however that Holder may not exercise this Warrant in whole or in part
            pursuant
            to this Section 1(c) if a registration statement has been filed but the
            Holder
            is not permitted to use the prospectus included in such registration
            statement.


          


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

          


          (e) If,
            by
            the third Trading Day after the date that the Holder delivers an Exercise
            Notice, together with the payment of the aggregate Per Share Warrant
            Price for
            such exercise, the Company fails to deliver the required number of Warrant
            Shares in the manner required pursuant to Section 1(b), and if after
            such third
            Trading Day and prior to the receipt of such Warrant Shares, the Holder
            purchases (in an open market transaction or otherwise) shares of Common
            Stock to
            deliver in satisfaction of a sale by the Holder of the Warrant Shares
            which the
            Holder anticipated receiving upon such exercise (a "Buy-In"),
            then
            the Company shall (1) pay in cash to the Holder the amount by which (x)
            the
            Holder's total purchase price (including brokerage commissions, if any)
            for the
            shares of Common Stock so purchased exceeds (y) the amount obtained by
            multiplying (A) the number of Warrant Shares that the Company was required
            to
            deliver to the Holder in connection with the exercise at issue by (B)
            the
            closing bid price of the Common Stock at the time of the obligation giving
            rise
            to such purchase obligation and (2) at the option of the Holder, either
            reinstate the portion of the Warrant and equivalent number of Warrant
            Shares for
            which such exercise was not honored or deliver to the Holder the number
            of
            shares of Common Stock that would have been issued had the Company timely
            complied with its exercise and delivery obligations hereunder. The Holder
            shall
            provide the Company written notice indicating the amounts payable to
            the Holder
            in respect of the Buy-In.

          


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

          


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

          


          2. Company’s
            Option to Change Expiration Date.
            

          


          Notwithstanding
            anything herein to the contrary, in the event that (i) the closing sales
            price
            per share of Common Stock is in excess of 300% of
            the
            Per Share Warrant Price (as may be adjusted pursuant to Section 3) for
            twenty (20) Trading Days during any thirty (30) consecutive Trading Days,
            (ii)
            the Warrant Shares are either registered for resale pursuant to an effective
            registration statement naming the Holder as a selling stockholder thereunder
            (and the prospectus thereunder is available for use by the Holder as
            to all then
            available Warrant Shares) or freely transferable without volume restrictions
            pursuant to Rule 144(k) promulgated under the Securities Act, as determined
            by
            counsel to the Company pursuant to a written opinion letter addressed
            and in
            form and substance reasonably acceptable to the Holder and the transfer
            agent
            for the Common Stock, during the entire twenty (20) Trading Day period
            referenced in (i) above through the expiration of the Call Date as set
            forth in
            the Company’s notice pursuant to this Section (the “Call
            Condition Period”),
            and
            (iii) the Company shall have complied in all material respects with its
            obligations under this Warrant and under the Purchase Agreement, then,
            subject
            to the conditions set forth in this Section, the Company may, in its
            sole
            discretion, elect to change the Expiration Date to 5:00 P.M., New York
            City time
            on the date that is thirty (30) days after written notice thereof (a
            “Call
            Notice”)
            is
            received by the Holder (the “Call
            Date”)
            at the
            address last shown on the records of the Company for the Holder or given
            by the
            Holder to the Company for the purpose of notice; provided, that the conditions
            to giving such notice must be in effect at all times during the Call
            Condition
            Period or any such notice shall be null and void. The Company and
            the Holder agree that, if and to the extent Section 1(f) or (g) of
            this Warrant would restrict the ability of the Holder to exercise this
            Warrant
            in the event of a delivery of a Call Notice, then notwithstanding anything
            to the contrary set forth in the Call Notice, the Call Notice shall be
            deemed
            automatically amended to apply only to such portion of this Warrant as may
            be exercised by the Holder by the Call Date in accordance with Section
            1(f) and
            (g).  The Holder will promptly (and, in any event, prior to the Call Date)
            notify the Company in writing following receipt of a Call Notice
            if Section 1(f) or (g) would restrict its exercise of the Warrant,
            specifying therein the number of Warrant Shares so restricted.

          


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

          


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

          


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

          


          (c) Simultaneously
            with any adjustment to the Per Share Warrant Price pursuant to Section
            3(a), the
            number of Warrant Shares that may be purchased upon exercise of this
            Warrant
            shall be increased or decreased proportionately, so that after such adjustment
            the aggregate Per Share Warrant Price payable hereunder for the adjusted
            number
            of Warrant Shares shall be the same as the aggregate Per Share Warrant
            Price in
            effect immediately prior to such adjustment.

          


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

          


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

          


          4. Fully
            Paid Stock; Taxes.
            

          


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

          


          5. Registration
            Under Securities Act .
            

          


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

          


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

           

          6. Investment
            Intent; Restrictions on Transferability. 

          


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

          


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


          


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

          


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

          


          8. Warrant
            Holder Not Stockholder.
            

          


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

          


          9. Definitions.

          


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

          


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

          


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

          


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

          


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

          


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

          


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

          


          "Purchase
            Agreement"
            shall
            mean that certain Securities Purchase Agreement, dated as of January
            ___, 2007
            by and among the Company and the investors named therein, pursuant to
            which,
            among other things, the initial Holder purchased this Warrant. 

          


          "Registration
            Rights Agreement"
            shall
            mean that certain Registration Rights Agreement, dated as of January
            ___ 2007 by
            and among the Company and the investor parties thereto.  

          


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

          


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

          


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

          


          10. Communication.
            

          


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

          


          If
            to the
            Company:

          


          DOR
            BioPharma Inc.

          1101
            Brickell Avenue

          Suite
            701
            South

          Miami,
            Florida 33131

          Attn: James
            Clavijo

          Fax:
             (786)
            425-3853

          


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

          


          Edwards
            Angell Palmer & Dodge LLP

          350
            E.
            Las Olas Boulevard

          Suite
            1150

          Fort
            Lauderdale, Florida 33301-4215

          Attn: Leslie
            J.
            Croland, P.A.

          Fax: (904)
            727-2601

          


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

          


          11. Reservation
            of Warrant Shares; Listing.
            

          


          The
            Company shall at all times prior to the Expiration Date have authorized
            and in
            reserve, and shall keep available, solely for issuance and delivery upon
            the
            exercise of this Warrant, the shares of the Common Stock and other securities
            and properties as from time to time shall be receivable upon the exercise
            of
            this Warrant, free and clear of all restrictions on sale or transfer,
            other than
            under Federal or state securities laws, and free and clear of all preemptive
            rights and rights of first refusal.

          


          12. Headings;
            Severability.
            

          


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

          


          13. Applicable
            Law.
            

          


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

          


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

          


          15. Amendment,
            Waiver, etc. 

          


          Except
            as
            expressly provided herein, neither this Warrant nor any term hereof may
            be
            amended, waived, discharged or terminated other than by a written instrument
            signed by the party against whom enforcement of any such amendment, waiver,
            discharge or termination is sought; provided,
            however, that any provisions hereof may be amended, waived, discharged
            or
            terminated upon the written consent of the Company and the Majority of
            the
            Holders; provided,
            that
            neither the Per Share Warrant Price, Sections 1(f) or 1(g), nor the Expiration
            Date (subject to Section 2), nor this Section 15 may be amended without
            the
            consent of each affected Holder.

          [Signature
            Page Follows]


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


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

          


          DOR
            BIOPHARMA, INC. 

          


          


          


          By: _________________________ 

          Name:
             _________________________

          Title:
             _________________________

          


          ATTEST:

          


          


          _____________________________

          Secretary

          [Corporate
            Seal]


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          


          ASSIGNMENT

          


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

          


          Dated:_______________   Signature:____________________

          


          Address:______________________

          


          PARTIAL
            ASSIGNMENT

          


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

          


          Dated:_______________   Signature:____________________

          


          Address:______________________


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          EXERCISE
            NOTICE

           

          
            

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

          


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

          


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

          


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

           

          PLEASE
            INSERT SOCIAL SECURITY OR

           

           

          TAX
            IDENTIFICATION NUMBER

           

          (Please
            print name and address)