ZIOPHARM
      Oncology, Inc.

    Stock
      Option Agreement

    (Non-Statutory)

    


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

    


    Background

    


    A.    Director
      is serving as a member of the Board of Directors of the Company (the
“Board”)
      and is
      not an employee of the Company or any of its subsidiaries (a “Non-Employee
      Director”)
      and
      the Company desires to award Director for his or her services to the
      Company.

    


    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
      Director, 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, including without limitation
      the
      stockholder approval requirement set forth in Section 11 below, the Company
      hereby irrevocably grants from the Plan to Director 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 Director. Except as provided herein in paragraph 4, the Option
      shall vest in Director in two (2) equal annual installments of fifty percent
      (50%) of the total grant beginning on the first anniversary of the date of
      this
      Agreement, with an additional fifty (50%) of the total grant becoming
      exercisable on the second anniversary of such date, so long as Director remains
      a Non-Employee Director of the Company (each such date is hereinafter referred
      to singularly as a “Vesting
      Date”
and
      collectively as “Vesting
      Dates”).
      

    


    4.    Termination
      of Relationship with the Company.
      In the
      event that the Director shall cease to be a Non-Employee Director of 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 Director'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 Director ceases to be a Non-Employee Director of the Company, for
      any
      reason or no reason, with or without cause, Director or his/her legal
      representative shall have ninety (90) days from the date of such termination
      of
      his/her being a Non-Employee Director, 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.
      Director, 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 Director 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 Director, Director’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.
      Director 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, Director 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. Director 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.    Director
      Representations.
      Director hereby represents and warrants that Director has reviewed with his
      or
      her own tax advisors the federal, state, and local tax consequences of the
      transactions contemplated by this Agreement. Director is relying solely on
      such
      advisors and not on any statements or representation of the Company or any
      of
      its agents. Director 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.

    


    10.    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, Yew York 10036

              Attn:
                Chief Executive Officer

            	
              If
                to Director:

               

              _________________________________________

              _________________________________________

              _________________________________________

            


    

    


    11.    Stock
      Approval of Increase in Shares Reserved under 2003 Stock Option
      Plan.
      As set
      forth in Section 12(a) below, the Option is granted pursuant to the Plan and
      is
      governed by the terms thereof. The Company intends to submit a proposal (the
      “Proposal”)
      to its
      stockholders at its 2006 annual stockholders meeting (the “Annual
      Meeting”)
      to
      increase the number of shares approved for issuance under the Plan.
      Notwithstanding any provision to the contrary contained in this Agreement,
      the
      Company’s grant of the Option hereunder is subject in all respects to receipt of
      stockholder approval for the Proposal at the Annual Meeting or any adjournment
      thereof. In the event the Proposal is not approved by the Company’s shareholders
      at the Annual Meeting or any adjournment thereof, the Option shall be null
      and
      void and have no further force or effect.

    


    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:	
                     

                   

                	 	
                  DIRECTOR:

                   

                
	
                  Exercise
                    Price: 

                	$                              
                    /share	 	Name:
	 	 	 	
                   

                  ZIOPHARM
                    Oncology, INC.

                   

                
	 	 	 	By:


        

      

       

    

    
      
        
        

      

      
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