**EXHIBIT 10.2**








[Non-Employee
      Directors/Consultants]








**REXAHN
      PHARMACEUTICALS, INC.**


**STOCK
      OPTION PLAN**





**STOCK
      OPTION GRANT AGREEMENT**








THIS
      AGREEMENT, made as of the ___th
      day of _________, 200__ (the "Grant Date"), by and between (i) Rexahn
      Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and
      (ii) ________________, an individual who serves as a [director
      of/consultant to] the Company ("Optionee").




WHEREAS,
      the Board of Directors and
      stockholders of the Company have duly adopted and approved the Rexahn
      Pharmaceuticals, Inc. Stock Option Plan (the "Plan"); and





WHEREAS,
      in order to provide an
      incentive to Optionee to serve as a [director of/consultant to] the Company
      and
      for such other purposes as are set forth in the Plan, the Committee responsible
      for administration of the Plan has determined to grant an option to Optionee
      as
      provided herein.





NOW,
      THEREFORE, in consideration of the
      mutual promises and covenants contained herein, the parties hereto agree as
      follows:





1.           Grant
      of Option.





1.1.           Subject
      to the terms and conditions hereafter set forth including, without limitation,
      Optionee's compliance with Optionee's representations, covenants and agreements
      in Sections 13 through 20 hereof inclusive and Optionee's execution
      contemporaneously with this Agreement of the Stockholder's Agreement of even
      date herewith (the "Stockholder's Agreement"), the Company hereby grants to
      Optionee the right and option (the "Option") to purchase all or any part of
      an aggregate of ______ whole shares of Common Stock of the Company (the
      "Shares").





1.2.           This
      Agreement shall be construed in accordance and consistent with, and subject
      to,
      the provisions of the Plan (the provisions of which are incorporated herein
      by
      reference) and, except as otherwise expressly set forth herein, the capitalized
      terms used in this Agreement shall have the same definitions as set forth in
      the
      Plan.  In the event any provision of this Agreement shall conflict
      with any of the terms in the Plan as constituted on the Grant Date, the terms
      of
      the Plan as constituted on the Grant Date shall control.





2.           Purchase
      Price.





The
      price at which Optionee shall be
      entitled to purchase the Shares upon the exercise of the Option shall be $______
      per Share (the "Exercise Price").





3.           Duration of Option.





The
      Option shall be exercisable to the
      extent and in the manner provided herein for a period of ten (10) years
      from the Grant Date (the "Exercise Term"); *provided, however*, that the
      Option may be terminated earlier, as provided in Sections  5.1, 7.1 and 22
      hereof.





4.           Vesting
      of Option.





4.1.           So
      long as Optionee shall not have violated the provisions of Sections 13
      through 20 hereof inclusive, and further subject to the provisions of the Plan
      and this Agreement regarding the duration of the Option and the period during
      which the Option may be exercised, except as provided in Section 4.2
      hereof, Optionee shall become vested in the Options as follows:





(a)           One
      hundred percent (100%) of the Options shall vest on the first
      (1st) anniversary of the Grant Date.





4.2.           Notwithstanding
      Section 4.1 hereof, but subject to the provisions of the Plan and this
      Agreement regarding the duration of the Option and the Period during which
      the
      Option may be exercised, Optionee shall become one hundred percent (100%) vested
      in the Options if a Change of Control, as provided in Section 5.1 hereof,
      shall occur prior to the termination or expiration of the Option.





4.3.           For
      purposes of this Agreement, the Options which are vested are referred to as
      "Vested Options".  The Option may be exercised with respect to the
      Vested Options, as provided under the applicable provisions of this
      Agreement.





5.           Effect
      of a Change of Control.





5.1.           In
      the event of any Change of Control (as defined in the Plan), the vesting of
      each
      outstanding Option shall automatically accelerate so that each such Option
      shall, immediately prior to the effective date of the Change of Control, become
      fully exercisable for all of the Shares at the time subject to such Option
      and
      may be exercised for any or all of those Shares as fully-vested
      Options.  However, an outstanding Option shall NOT so accelerate if
      and to the extent such Option is, in connection with the Change of Control,
      either to be assumed by the successor corporation (or parent thereof) or to
      be
      replaced with a comparable Option for shares of the capital stock of the
      successor corporation (or the parent thereof).  The determination of
      Option comparability shall be made by the administrator of the Plan, and its
      determination shall be final, binding and conclusive.





6.           Manner of Exercise and Payment.





6.1.           The
      Option may be exercised only if compliance with all applicable Federal and
      state
      securities laws can be effected and only by (a) Optionee's completion,
      execution and delivery to the Company of a Notice of Exercise substantially
      in
      the form attached hereto as Exhibit A and an investment letter (if required
      by the Company) as supplied by the Company, and (b) the payment to the
      Company, by cash or check, of an amount equal to the amount obtained by
      multiplying the Exercise Price by the number of Shares being purchased pursuant
      to such exercise, as shall be specified by Optionee in such Notice of
      Exercise.





6.2.           Upon
      receipt of Notice of Exercise and full payment of the Exercise Price for the
      Shares in respect of which the Option is being exercised, the Company shall
      take
      such action as may be necessary to effect the transfer to Optionee of the number
      of Shares as to which such exercise was effective.





6.3.           Optionee
      shall not be deemed to be the owner of any of the Shares unless and
      until:  (i) the Option shall have been exercised pursuant to the
      terms of this Agreement and Optionee shall have paid the full purchase price
      for
      the number of Shares in respect of which the Option was exercised;
      (ii) Optionee shall have satisfied all of Optionee's obligations regarding
      the withholding of taxes, as provided in Section 12 hereof; (iii) the
      Company shall have issued and delivered the Shares to Optionee; and
      (iv) Optionee's name shall have been entered as a shareholder of record on
      the books of the Company, whereupon Optionee shall have full dividend and other
      ownership rights with respect to such Shares.





7.           Termination of Engagement.





7.1.           If
      the Optionee's service as [director of/consultant to] the Company shall
      terminate or cease for any reason whatsoever, any unexercised portion of the
      Option (whether or not vested and exercisable) shall terminate and expire on
      the
      Termination Date, after which the Optionee shall have no right to exercise
      the
      Option.  For purposes of the foregoing, (i) if Optionee's service
      with the Company shall be terminated for Cause (as defined in Section 7.2
      hereof), the "Termination Date" shall mean the effective date of Optionee's
      termination of service with the Company, or (ii) if Optionee's employment
      shall terminate for any reason other than Cause, the "Termination Date" shall
      mean the date that is thirty (30) days after the effective date of
      Optionee's termination of service with the Company.





7.2.           "Cause"
      shall mean (i) Optionee's conviction of any felony or business-related
      misdemeanor; (ii) fraud, theft or embezzlement; (iii) a material act
      of personal dishonesty affecting the Company; (iv) an act of gross neglect
      or gross misconduct; (v) the commission of any other act with the intent to
      harm or injure the Company; or (vi) a material breach of this
      Agreement.





8.           No
      Pre-Emptive Rights or Registration Rights.





Optionee
      shall not be entitled to any
      pre-emptive rights with respect to the Company's issuance of any Common Stock
      or
      other securities, nor shall Optionee be entitled to registration rights with
      respect to any Shares in the event that the Company files a registration
      statement under the Securities Act of 1933 with respect to the Common Stock
      or
      any other securities.





9.           Nontransferability.





The
      Option granted hereunder shall not
      be transferable by Optionee other than by will or the laws of descent and
      distribution and the Option may be exercised during the lifetime of Optionee
      only by Optionee or his or her guardian or legal representative.  The
      terms of the Option shall be final, binding and conclusive upon the
      beneficiaries, executors, administrators, heirs and successors of
      Optionee.





10.           No Right to Continued Service.





Except
      as provided by the Company's
      certificate of incorporation and by-laws and the General Corporation Law of
      the
      State of Delaware, nothing in this Agreement or the Plan shall be interpreted
      or
      construed to confer upon Optionee any right with respect to continuation of
      the
      Optionee's service [as a non-employee director or consultant] with the Company,
      nor shall this Agreement or the Plan interfere in any way with the right of
      the
      Company to terminate Optionee's service at any time.  No change of
      Optionee's duties as an non-employee director or consultant of the Company
      shall
      result in, or be deemed to be, a modification of any terms of this
      Agreement.





11.           Adjustments.





In
      the event of a reclassification,
      recapitalization, stock split, stock dividend, combination of shares, or other
      similar event with respect to the Common Stock, the Committee may make
      appropriate adjustments to the number and class of Shares or other stock or
      securities subject to the Option and the purchase price for such Shares or
      other
      stock or securities.  The Committee's adjustment shall be made in
      accordance with the provisions of Section 9 of the Plan and shall be
      effective and final, binding and conclusive for all purposes of the Plan and
      this Agreement.





12.           Withholding of Taxes.





At
      such times as Optionee exercises the
      Option, Optionee shall pay to the Company in cash an amount equal to the
      Federal, state and local income taxes and other amounts as may be required
      by
      law to be withheld by the Company in connection with exercise of the Option
      (the
      "Withholding Taxes") prior to the issuance of the Shares in respect of which
      the
      Option was exercised.  The Company shall have the right to deduct from
      any payment of cash to which Optionee is entitled from the Company an amount
      equal to the Withholding Taxes in satisfaction of the obligation to pay
      Withholding Taxes.  In satisfaction of the Withholding Taxes, Optionee
      may make a written election, which may be accepted or rejected in the sole
      discretion of the Committee, to have withheld a portion of the Shares issuable
      to him upon exercise of the Option, having an aggregate Fair Market Value,
      on
      the date preceding the date of such issuance, equal to the Withholding
      Taxes.





13.           Treatment
      of Information.





13.1.Optionee
      acknowledges that, in and as a result of Optionee's engagement by the Company,
      Optionee shall or may be making use of, acquiring and/or adding to confidential
      information of a special and unique nature and value relating to such matters
      as
      the Company's trade secrets, systems, programs, procedures, manuals,
      confidential reports and communications and lists of customers and
      clients.  Optionee further acknowledges that any information and
      materials received by the Company from third parties in confidence (or subject
      to nondisclosure or similar covenants) shall be deemed to be and shall be
      confidential information within the meaning of this
      Section 13.  As a material inducement to the Company to grant to
      Optionee the Option, Optionee covenants and agrees that Optionee shall not,
      except with the prior written consent of the Company, or except if Optionee
      is
      acting as an non-employee director or consultant of the Company solely for
      the
      benefit of the Company in connection with the Company's business and in
      accordance with the Company's business practices and employee policies, at
      any
      time during or following the term of Optionee's engagement by the Company,
      directly or indirectly, disclose, divulge, reveal, report, publish, transfer
      or
      use, for any purpose whatsoever, any of such information which has been obtained
      by or disclosed to Optionee as a result of Optionee's engagement with the
      Company, including any of the information referred to in Section 14
      hereof.





13.2.Disclosure
      of any
      of the information referred to in Section 13.1 hereof shall not be
      prohibited if such disclosure is directly related to a valid and existing order
      of a court or other governmental body or agency within the United States;
      provided, however, that (i) Optionee shall first have given prompt notice
      to the Company of any possible or prospective order (or proceeding pursuant
      to
      which any such order may result) and (ii) the Company shall have been
      afforded a reasonable opportunity to prevent or limit any such
      disclosure.





14.           Definition
      of Protected Information.





14.1.For
      purposes of
      this Agreement, the term "Protected Information" shall mean all of the
      information referred to in Section 13 hereof and all of the following
      materials and information (whether or not reduced to writing and whether or
      not
      patentable or protectible by copyright) which Optionee receives, receives access
      to, conceives or develops or has received, received access to, conceived or
      developed, in whole or in part, directly or indirectly, in connection with
      Optionee's engagement with the Company or in the course of Optionee's engagement
      with the Company (in any capacity, whether executive, managerial, planning,
      technical, sales, research, development, manufacturing, engineering or
      otherwise) or through the use of any of the Company's facilities or
      resources:





(a)           Application,
      operating system, data base, communication and other computer software, whether
      now or hereafter existing,  developed for use on any operating system,
      all modifications, enhancements and versions and all options available with
      respect thereto, and all future products developed or derived
      therefrom;





(b)           Source
      and object codes, flowcharts, algorithms, coding sheets, routines, sub-routines,
      compilers, assemblers, design concepts and related documentation and
      manuals;





(c)           Production
      processes, marketing techniques and arrangements, mailing lists, purchasing
      information, pricing policies, quoting procedures, financial information,
      customer and prospect names and requirements, employee, customer, supplier
      and
      distributor data and other materials or information relating to the Company's
      business and activities and the manner in which the Company does
      business;





(d)           Discoveries,
      concepts and ideas including, without limitation, the nature and results of
      research and development activities, processes, formulas, inventions,
      computer-related equipment or technology, techniques, "know-how", designs,
      drawings and specifications;





(e)           Any
      other materials or information related to the business or activities of the
      Company which are not generally known to others engaged in similar businesses
      or
      activities; and





(f)           All
      ideas which are derived from or relate to Optionee's access to or knowledge
      of
      any of the above enumerated materials and information.





14.2. Failure
      to mark any
      of the Protected Information as confidential, proprietary or Protected
      Information shall not affect its status as part of the Protected Information
      under the terms of this Agreement.





14.3.For
      purposes of
      this Agreement, the term "Protected Information" shall not include information
      which is or becomes publicly available without breach of (i) this
      Agreement, (ii) any other agreement or instrument to which the Company is a
      party or a beneficiary or (iii) any duty owed to the Company by Optionee or
      any third party; provided, however, that Optionee hereby acknowledges and agrees
      that, except as otherwise provided in Section 13.2 hereof, if Optionee
      shall seek to disclose, divulge, reveal, report, publish, transfer or use,
      for
      any purpose whatsoever, any Protected Information, Optionee shall bear the
      burden of proving that any such information shall have become publicly available
      without any such breach.





15.           Ownership
      of Information.





15.1.Optionee
      covenants
      and agrees that all right, title and interest in any Protected Information
      shall
      be and shall remain the exclusive property of the Company; provided, however,
      that the foregoing shall not apply to any invention for which no equipment,
      supplies, facility or Protected Information of the Company was used, which
      was
      developed entirely on Optionee's own time, and which does not (i) relate to
      the business of the Company, (ii) relate to the Company's actual or
      demonstrably anticipated research or development or (iii) result from any
      work performed by Optionee for the Company.  Optionee agrees
      immediately to disclose to the Company all Protected Information developed
      in
      whole or in part by Optionee during the term of Optionee's engagement with
      the
      Company and to assign to the Company any right, title or interest Optionee
      may
      have in such Protected Information.  Optionee agrees to execute any
      instruments and to do all other things reasonably requested by the Company
      (both
      during and after Optionee's engagement with the Company) in order to vest more
      fully in the Company all ownership rights in those items hereby transferred
      by
      Optionee to the Company.





15.2.If
      any one or more
      of the items described in Section 15.1 above are protectible by copyright
      and are deemed in any way to fall within the definition of "work made for hire,"
      as such term is defined in 17 U.S.C. §101, such work shall be considered a "work
      made for hire," the copyright of which shall be owned solely, completely and
      exclusively by the Company.  If any one or more of the aforementioned
      items are protectible by copyright and are not considered to be included in
      the
      categories of works covered by the "work made for hire" definition contained
      in
      17 U.S.C. §101, such items shall be deemed to be assigned and transferred
      completely and exclusively to the Company by virtue of the execution of this
      Agreement.





16.           Materials.





All
      notes, data, tapes, reference
      items, sketches, drawings, memoranda, records and other materials in any way
      relating to any of the information referred to in Sections 13 and 14 hereof
      (including, without limitation, any Protected Information) or to the Company's
      business shall belong exclusively to the Company and Optionee agrees to turn
      over to the Company all copies of such materials in Optionee's possession or
      under Optionee's control at the request of the Company or, in the absence of
      such a request, upon the termination of engagement of Optionee.





17.           Covenants
      Not to Compete or Hire Employees.





It
      is recognized and understood by the
      parties hereto that Optionee, through Optionee's association with the Company
      as
      an non-employee director or consultant, shall acquire a considerable amount
      of
      knowledge and goodwill with respect to the business of the Company, which
      knowledge and goodwill are extremely valuable to the Company and which would
      be
      extremely detrimental to the Company if used by Optionee to compete with the
      Company.  It is, therefore, understood and agreed by the parties
      hereto that, because of the nature of the business of the Company, it is
      necessary to afford fair protection to the Company from such competition by
      Optionee.  Consequently, as a material inducement to the Company to
      grant Optionee the Option, Optionee covenants and agrees that for the period
      commencing with the date hereof and ending one (1) year after Optionee's
      termination of service with the Company for any reason whatsoever, Optionee
      shall not  (a) engage, directly, indirectly or in concert with
      any other person or entity, in any activity, any service or promote any product
      which in any way competes with any service or product provided, sold, licensed
      or promoted by the Company or (b) directly or indirectly, solicit or divert
      or attempt to solicit or divert from the Company any customer, client, account
      or business of the Company.  Optionee further covenants and agrees
      that for the period commencing with the date hereof and ending one (1) year
      after Optionee's termination of engagement from the Company for any reason
      whatsoever, Optionee shall not, directly or indirectly, hire or engage or
      attempt to hire or engage any employee of the Company, whether for or on behalf
      of Optionee or for any entity in which Optionee shall have a direct or indirect
      interest (or any subsidiary or affiliate of any such entity), whether as a
      proprietor, partner, co-venturer, financier, investor or stockholder, director,
      officer, employer, employee, servant, agent, representative or
      otherwise.





18.           No
      Prior Agreements.





Optionee
      represents that Optionee's
      performance of all the terms of this Agreement and any services to be rendered
      as an non-employee director or consultant of the Company do not and shall not
      breach any fiduciary or other duty or any covenant, agreement or understanding
      (including, without limitation, any agreement relating to any proprietary
      information, knowledge or data acquired by Optionee in confidence, trust or
      otherwise prior to Optionee's engagement by the Company) to which Optionee
      is a
      party or by the terms of which Optionee may be bound.  Optionee
      covenants and agrees that Optionee shall not disclose to the Company, or induce
      the Company to use, any such proprietary information, knowledge or data
      belonging to any previous employer or others.  Optionee further
      covenants and agrees not to enter into any agreement or understanding, either
      written or oral, in conflict with the provisions of this Agreement.





19.           Injunctive
      Relief.





Optionee
      understands and agrees that
      the Company will suffer irreparable harm in the event that Optionee breaches
      any
      of Optionee's obligations under Sections 13, 15, 16, 17 or 18 hereof and
      that monetary damages will be inadequate to compensate the Company for such
      breach.  Accordingly, Optionee agrees that, in the event of a breach
      or threatened breach by Optionee of any of the provisions of Sections 13,
      15, 16, 17 or 18 hereof, the Company, in addition to and not in limitation
      of
      any other rights, remedies or damages available to the Company at law or in
      equity, shall be entitled to a temporary restraining order, preliminary
      injunction and permanent injunction in order to prevent or to restrain any
      such
      breach by Optionee, or by any or all of Optionee's partners, co-venturers,
      employers, employees, servants, agents, representatives and any and all persons
      directly or indirectly acting for, on behalf of or with
      Optionee.





20.           Accounting
      for Profits; Indemnification.





Optionee
      covenants and agrees that, if
      Optionee shall violate any of Optionee's covenants or agreements contained
      in
      Sections 13, 15, 16 or 17 hereof, the Company shall be entitled to an
      accounting and repayment of all profits, compensation, royalties, commissions,
      remunerations or benefits which Optionee directly or indirectly shall have
      realized or may realize relating to, growing out of or in connection with any
      such violation; such remedy shall be in addition to and not in limitation of
      any
      injunctive relief or other rights or remedies to which the Company is or may
      be
      entitled at law or in equity or otherwise under this
      Agreement.  Optionee hereby agrees to defend, indemnify and hold
      harmless the Company against and in respect of:  (i) any and all
      losses and damages resulting from, relating or incident to, or arising out
      of
      any misrepresentation or breach by Optionee of any warranty, covenant or
      agreement made or contained in this Agreement; and (ii) any and all
      actions, suits, proceedings, claims, demands, judgments, costs and expenses
      (including reasonable attorneys' fees) incident to the foregoing.





21.           Reasonableness
      of Restrictions.





**OPTIONEE
      HAS CAREFULLY READ AND
      CONSIDERED THE PROVISIONS OF SECTIONS 13 THROUGH 20 HEREOF INCLUSIVE AND,
      HAVING DONE SO, AGREES THAT THE RESTRICTIONS SET FORTH IN SUCH SECTIONS ARE
      FAIR AND REASONABLE AND ARE REASONABLY REQUIRED FOR THE PROTECTION OF THE
      INTERESTS OF THE CORPORATION, AND ITS OFFICERS, DIRECTORS, STOCKHOLDERS AND
      EMPLOYEES.  OPTIONEE FURTHER AGREES THAT ALL SUCH PROVISIONS ARE IN
      FURTHERANCE AND NOT IN LIMITATION OF ANY OTHER COVENANTS AND RESTRICTIONS
      APPLICABLE TO OPTIONEE.**





22.           Forfeiture
      of Right to Exercise Option.





Any
      breach by Optionee of any of
      Optionee's representations, covenants or agreements in Sections 13 through
      20 hereof inclusive shall result in the forfeiture, as of the date of such
      breach, of all rights to exercise the Option.





23.           Optionee Bound by the Plan.





Optionee
      hereby acknowledges receipt of
      a copy of the Plan and agrees to be bound by all the terms and provisions
      thereof.


24.           Modification
      of Agreement.





This
      Agreement may be modified,
      amended, suspended or terminated, and any terms or conditions may be waived,
      but
      only by a written instrument executed by the parties hereto.





25.           Severability.





Whenever
      possible, each provision in
      this Agreement shall be interpreted in such manner as to be effective and valid
      under applicable law, but if any provision of this Agreement shall be held
      by a
      court of competent jurisdiction to be prohibited by or invalid or unenforceable
      under applicable law, then (a) such provision shall be deemed amended to
      accomplish the objectives of the provision as originally written to the fullest
      extent permitted by law and (b) all other provisions of this Agreement
      shall remain in full force and effect.





26.           Governing Law.





The
      validity, interpretation,
      construction and performance of this Agreement shall be governed by the laws
      of
      the State of Delaware without giving effect to the conflicts of laws principles
      thereof.





27.           Successors in Interest.





This
      Agreement shall inure to the
      benefit of and be binding upon any successor to the Company.  This
      Agreement shall inure to the benefit of Optionee's legal
      representatives.  All obligations imposed upon Optionee and all rights
      granted to the Company under this Agreement shall be final, binding and
      conclusive upon Optionee's heirs, executors, administrators and
      successors.  As used in Sections 13 through 20 hereof inclusive
      and this Section 27, the term "Company" shall also include any corporation
      which is a parent or a subsidiary of the Company or any corporation or entity
      which is an affiliate of the Company by virtue of common (although not
      identical) ownership.  Optionee hereby consents to the enforcement of
      any and all of the provisions of this Agreement by or for the benefit of the
      Company and any such other corporation or entity.





28.           Resolution of Disputes.





Any
      dispute or disagreement which may
      arise under, or as a result of, or in any way relate to, the interpretation,
      construction or application of this Agreement shall be determined by the
      Committee.  Any determination made hereunder shall be final, binding
      and conclusive on Optionee and Company for all purposes.





29.           Specific
      Performance.





Strict
      compliance by Optionee shall be
      required with each and every provision of this Agreement.  The parties
      hereto agree that the Shares are unique, that Optionee's failure to perform
      the
      obligations provided by this Agreement will result in irreparable damage to
      the
      Company and that specific performance of Optionee's obligations may be obtained
      by suit in equity.





30.           Interpretation.





30.1.This
      Agreement and
      the Plan set forth all of the promises, agreements, conditions, understandings,
      warranties and representations between the parties hereto with respect to the
      Option and the Shares, and there are no promises, agreements, conditions,
      understandings, warranties or representations, oral or written, express or
      implied, between them with respect to the Option or the Shares other than as
      set
      forth herein and in the Plan, as amended.  Any and all prior
      agreements between the parties hereto with respect to the Shares or the Option
      are hereby revoked.  This Agreement and the Plan are intended by the
      parties to be an integration of any and all prior agreements or understandings,
      oral or written, with respect to the Option and the Shares.





30.2.The
      captions herein
      are for reference purposes only and in no way define or limit the scope or
      content of this Agreement or in any way affect the interpretation of its
      provisions.





31.           Notices.





Any
      and all notices provided for herein
      shall be sufficient if in writing and shall either be hand delivered, with
      receipt therefor, or sent by Federal Express or other nationally recognized
      courier, or by certified or registered mail, postage prepaid, return receipt
      requested, in the case of the Company, to its principal office, and, in the
      case
      of Optionee, to Optionee's address as shown on the Company's
      records.  A notice that is sent by Federal Express or other nationally
      recognized courier or that is sent by certified or registered mail will be
      deemed given on the earlier of the date the notice is received by the addressee
      or three (3) business days after the date the notice is
      sent.  Either party may change the address to which notices or other
      communications are to be delivered to them hereunder by giving written notice
      to
      the other party as provided in this paragraph.




IN
      WITNESS WHEREOF, the parties hereto
      have duly executed and delivered this Agreement, or caused this Agreement to
      be
      duly executed and delivered in their name and on their behalf, as of the day
      and
      year first above written.





**COMPANY**:REXAHN
                PHARMACEUTICALS, INC.,
              a
                Delaware corporationBy:Name:Title:**OPTIONEE**:Name:







**EXHIBIT
      A**





**NOTICE
      AND REQUEST OF EXERCISE**


**OF**


**OPTION
      TO PURCHASE**


**SHARES
      OF STOCK**


**OF**


**REXAHN
      PHARMACEUTICALS, INC.**





The
      undersigned Optionee of the Stock Option Plan (the "Plan") of Rexahn
      Pharmaceuticals, Inc., a Delaware corporation (the "Company"), does by this
      notice request that the Company issue to the undersigned that number of Shares
      specified below at the price per Share specified below pursuant to the exercise
      of Optionee's Option under the Plan and the Stock Option Grant Agreement (the
      "Agreement") between the undersigned and the Company.





Unless
      otherwise defined, the terms defined in the Stock Option Grant Agreement (the
      "Agreement") between the undersigned and the Company are used herein as thereon
      defined.





Simultaneously
      herewith, the undersigned delivers to the Company the purchase price for the
      Shares (i.e., that amount which is obtained by multiplying the
      number of the Shares in D below by the price specified), in cash or by good
      check, in accordance with Section 6 of the Agreement or as otherwise
      provided under the Plan.





The
      undersigned hereby represents and warrants that the undersigned has read and
      understands the Plan and the Agreement and the terms and conditions set forth
      therein under which the Shares are acquired, shall be held and may be disposed,
      and hereby ratifies and confirms such terms and conditions.





The
      undersigned acknowledges and understands that in connection with the acquisition
      of the Shares by the undersigned:  (1) that the Shares have not
      been approved or disapproved by the Securities and Exchange Commission or any
      State securities commission or other regulatory authority, nor have any of
      such
      authorities passed upon or endorsed the merits of such Shares; (2) that the
      undersigned has had a reasonable opportunity to ask questions of the Company
      regarding restrictions on the transferability of the Shares and other matters
      relevant to the undersigned's purchase of the Shares; (3) if the
      undersigned is an affiliate of the Company (i.e., an officer,
      director or owner of 10% or more of the outstanding shares of Common Stock),
      the
      undersigned will be required to file a Form 144 with the Securities and
      Exchange Commission in connection with sales of the Shares pursuant to
      Rule 144 under the Act, the undersigned will mail a copy of such Form to
      the Company at the same time and each time the undersigned mails a copy to
      the
      Securities and Exchange Commission; and (4) that the Company has made no
      representations or warranties to the undersigned of any kind whatsoever
      regarding the tax treatment of the Option and/or the Shares and the undersigned
      has been advised to seek the advice of its own tax advisor.








Dated:
            
            
            Very
                truly yours,Signature







Name
                of OptionholderRESIDENCE:StreetCity,
                State, Zip Code





A.
            Date
                of the
                Agreement:  ____________________.





B.
            Number
                of Shares covered by
                Option:  ____________________.





C.
            Number
                of Shares which may be purchased at this
                time:  ____________________.





D.
            Number
                of Shares to be actually purchased at this time (must be 100 Shares
                or
                whole multiples thereof and cannot be greater than
                C):  ____________________.





E.
            Exercise
                price per
                Share:  $____________________.





F.
            Aggregate
                price to be paid for Shares actually purchased (D multiplied by
                E):  $___________________.