Ziopharm
      Oncology, Inc.

    Incentive
      Stock Option Agreement

     

    This
      Stock Option Agreement is made and entered into as of the ___ day of
      ___________, 200__, between _________________ (“Employee”)
      and
      ZIOPHARM Oncology, Inc., a Delaware corporation (the “Company”).

    


    Background

    


    A.    Employee
      has been hired to serve as an employee of the Company or the Company desires
      to
      induce Employee to continue to serve the Company as an employee.

    


    B.     The
      Company
      has adopted the 2003 Stock Option Plan (the “Plan”)
      pursuant to which shares of common stock of the Company have been reserved
      for
      issuance under the Plan.

    


    NOW,
      THEREFORE,
      the
      parties hereto agree as follows:

    


    1.    Incorporation
      by Reference.
      The
      terms and conditions of the Plan, a copy of which has been delivered to
      Employee, are hereby incorporated herein and made a part hereof by reference
      as
      if set forth in full. In the event of any conflict or inconsistency between
      the
      provisions of this Agreement and those of the Plan, the provisions of the Plan
      shall govern and control.

    


    2.    Grant
      of Option; Purchase Price.
      Subject
      to the terms and conditions herein set forth, the Company hereby irrevocably
      grants from the Plan to Employee the right and option, hereinafter called the
      “Option”,
      to
      purchase all or any part of an aggregate of the number of shares of common
      stock, $.001 par value per share, of the Company (the “Shares”)
      set
      forth at the end of this Agreement after “Number
      of Shares:”
at
      the
      price per Share set forth at the end of this Agreement after “Purchase
      Price:”.

    


    3.    Exercise
      and Vesting of Option.
      The
      Option shall be exercisable only to the extent that all, or any portion thereof,
      has vested in the Employee. Except as provided herein in paragraph 4, the Option
      shall vest in Employee in ___ annual installments beginning on the first
      anniversary of the date of this Agreement and continuing on each subsequent
      anniversary date, so long as Employee remains an employee of the Company (each
      such date is hereinafter referred to singularly as a “Vesting
      Date”
and
      collectively as “Vesting
      Dates”),
      until
      the Option is fully vested, as set forth at the end of this Agreement after
      “Vesting
      Schedule:”.
      

    


    4.    Termination
      of Employment.
      In the
      event that the Employee ceases to be employed by the Company, for any reason
      or
      no reason, with or without cause, prior to any Vesting Date, that part of the
      Option scheduled to vest on such Vesting Date, and all parts of the Option
      scheduled to vest in the future, shall not vest and all of Employee's rights
      to
      and under such non-vested parts of the Option shall terminate.

     

    5.    Term
      of Option.
      To the
      extent vested, and except as otherwise provided in this Agreement, the Option
      shall be exercisable for ten (10) years from the date of this Agreement;
provided,
      however,
      that in
      the event Employee ceases to be employed by the Company, for any reason or
      no
      reason, with or without cause, Employee or his/her legal representative shall
      have ninety (90) days from the date of such termination of his/her position
      as
      an employee, or, if earlier, upon the expiration date of the Option as set
      forth
      above, to exercise any part of the Option vested pursuant to Section 3 of this
      Agreement. Upon the expiration of such ninety (90) day period, or, if earlier,
      upon the expiration date of the Option as set forth above, the Option shall
      terminate and become null and void.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    6.    Rights
      of Option Holder.
      Employee, as holder of the Option, shall not have any of the rights of a
      shareholder with respect to the Shares covered by the Option except to the
      extent that one or more certificates for such Shares shall be delivered to
      him
      or her upon the due exercise of all or any part of the Option. Nothing contained
      in this Agreement shall be deemed to grant Employee any right to continue in
      the
      employ of the Company for any period of time or to any right to continue his
      or
      her present or any other rate of compensation, nor shall this Agreement be
      construed as giving Employee, Employee’s beneficiaries or any other person any
      equity or interests of any kind in the assets of the Company or creating a
      trust
      of any kind or a fiduciary relationship of any kind between the Company and
      any
      such person.

    


    7.    Transferability.
      The
      Option shall not be transferable except to the extent permitted by the
      Plan.

    


    8.    Securities
      Law Matters.
      Employee acknowledges that the Shares to be received by him or her upon exercise
      of the Option may have not been registered under the Securities Act of 1933
      or
      the Blue Sky laws of any state (collectively, the “Securities
      Acts”).
      If
      such Shares have not been so registered, Employee acknowledges and understands
      that the Company is under no obligation to register, under the Securities Acts,
      the Shares received by him or her or to assist him or her in complying with
      any
      exemption from such registration if he or she should at a later date wish to
      dispose of the Shares. Employee acknowledges that if not then registered under
      the Securities Acts, the Shares shall bear a legend restricting the
      transferability thereof, such legend to be substantially in the following
      form:

    


    “The
      shares represented by this certificate have not been registered or qualified
      under federal or state securities laws. The shares may not be offered for sale,
      sold, pledged or otherwise disposed of unless so registered or qualified, unless
      an exemption exists or unless such disposition is not subject to the federal
      or
      state securities laws, and the Company may require that the availability or
      any
      exemption or the inapplicability of such securities laws be established by
      an
      opinion of counsel, which opinion of counsel shall be reasonably satisfactory
      to
      the Company.”

    


    9.    Incentive
      Stock Option.
      The
      Company intends that the Option shall be an incentive stock option governed
      by
      the provisions of Section 422 of the Internal Revenue Code of 1986, as amended
      (the “Code”).
      The
      terms of the Plan and the Option shall be interpreted and administered so as
      to
      satisfy the requirements of the Code.

    


    10.   Employee
      Representations.
      Employee hereby represents and warrants that Employee has reviewed with his
      or
      her own tax advisors the federal, state, and local tax consequences of the
      transactions contemplated by this Agreement. Employee is relying solely on
      such
      advisors and not on any statements or representation of the Company or any
      of
      its agents. Employee understands that he or she will be solely responsible
      for
      any tax liability that may result to him or her as a result of the transactions
      contemplated by this Agreement. The Option, if exercised, will be exercised
      for
      investment and not with a view to the sale or distribution of the Shares to
      be
      received upon exercise thereof.

    


    11.    Notices.
      All
      notices and other communications provided in this Agreement will be in writing
      and will be deemed to have been duly given when received by the party to whom
      it
      is directed at the following addresses:

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              If
                to the Company:

               

              ZIOPHARM
                Oncology, Inc.

              1180
                Avenue of the Americas, 19th
                Floor

              New
                York, NY 10036

              Attn:
                Chief Executive Officer

            	 	
              If
                to Employee:

               

              ______________________________

              ______________________________

              ______________________________

               

            


    

    


    12.   
General.
      

    


    (a)    The
      Option is
      granted pursuant to the Plan and is governed by the terms thereof. The Company
      shall at all times during the term of the Option reserve and keep available
      such
      number of Shares as will be sufficient to satisfy the requirements of this
      Option Agreement. 


    (b)    Nothing
      herein
      expressed or implied is intended or shall be construed as conferring upon or
      giving to any person, firm, or corporation other than the parties hereto, any
      rights or benefits under or by reason of this Agreement.

    


    (c)    Each
      party hereto
      agrees to execute such further documents as may be necessary or desirable to
      effect the purposes of this Agreement.

    


    (d)    This
      Agreement may
      be executed in any number of counterparts, each of which shall be deemed an
      original, but all of which shall constitute one and the same
      agreement.

    


    (e)    This
      Agreement, in its interpretation and effect, shall be governed by the laws
      of
      the State of New York applicable to contracts executed and to be performed
      therein.

    


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

     

    

      

        
          	Number
                  of Shares:	
                     

                   

                	 	
                  EMPLOYEE: 

                   

                
	
                  Exercise
                    Price: 

                	$         
                                          /share	 	Name:
	 	 	 	
                   

                  ZIOPHARM
                    Oncology, INC.

                   

                
	 	 	 	By:
	 	 	 	Its:


        

      

       

    

    
      	
              Vesting
                Schedule:

            	 	 
	 	 	 
	
              No.
                of Shares To Be Vested

            	 	
              Vesting
                Date

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

     

    
      
        
        

      

      
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