**Exhibit
      10.1**




**EMPLOYMENT
      AGREEMENT**




AGREEMENT
      (the “ **Agreement** ”),
      dated
      as of June
      25,
      2008, by and between ZIOPHARM Oncology, Inc., a Delaware corporation with
      principal executive offices at 1180 Avenue of the Americas, New York, NY 10036
      (the “ **Company** ”),
      and
      RICHARD E. BAGLEY, residing at 197 Eighth Street, #503, Charlestown, MA 02129
      (the “ **Executive** ”).




**W
      I T N E S S E T H:**




WHEREAS,
      the Company desires to continue to employ the Executive as President of the
      Company, and the Executive desires to serve the Company in that capacity, upon
      the terms and subject to the conditions contained in this
      Agreement;




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




1.  Employment.




(a)  Services.
      During the Term (as hereinafter defined), the Executive will be employed by
      the
      Company as its President and Chief Operating Officer. The Executive will report
      to the Chief Executive Officer of the Company and shall perform such duties
      as
      are consistent with the position of President and Chief Operating Officer of
      the
      Company (the **“Services”** ).
      The
      Executive agrees to perform such duties faithfully, to use his best efforts
      to
      advance the best interests of the Company, to devote all of his business time,
      attention and energies to the business of the Company, and while he remains
      employed, not to engage in any other business activity, whether or not such
      business activity is pursued for gain, profit or other pecuniary advantage,
      that
      will interfere with the performance by the Executive of his duties hereunder
      or
      the Executive’s availability to perform such duties, or that will adversely
      affect, or negatively reflect upon, the Company.




(b)  Directorship. The
      Company shall use its best efforts to cause the Executive to be elected as
      a
      member of the Board of Directors of the Company (the **“Board”** )
      throughout the Term (as defined below) and shall include him in the management
      slate for election as a director at every stockholders meeting during the Term
      at which his term as a director would otherwise expire. The Executive agrees
      to
      accept election, and to serve during the Term, as director of the Company,
      without any compensation therefor other than as specified in this
      Agreement.




(c)  Acceptance.
      Executive hereby accepts such employment and agrees to render the
      Services.




2.  Term.




The
        Executive's employment under this Agreement (the **"Term"** )
        shall
        commence as of July 1, 2008 and shall continue for a term of three (3) years,
        unless sooner terminated pursuant to Section 8 of this Agreement.
        Notwithstanding anything to the contrary contained herein, the provisions
        of
        this Agreement governing protection of Confidential Information shall continue
        in effect as specified in Section 5 hereof and survive the expiration or
        termination hereof. The Term may be extended for additional one (1) year
        periods
        upon mutual written consent of the Executive and the Board.




3.  Place
      of
      Performance.




The
      duties to be performed by the Executive hereunder shall be performed primarily
      at the offices of the Company in Navy Yard Plaza, Boston, Massachusetts, subject
      to reasonable travel requirements on behalf of the Company, or such other place
      as the Board may reasonably designate. The Executive acknowledges that the
      Company’s executive offices are located in New York, New York, that the Company
      also maintains offices in New Haven, Connecticut, and that Executive will be
      required to travel frequently to such other offices of the Company.












4.  Compensation. As full
      compensation for the performance by the Executive of his duties under this
      Agreement, the Company shall pay the Executive as follows:




(a)  Base
      Salary. The
      Company shall pay Executive a salary (the “ **Base**  **Salary** ”)
      equal
      to Three Hundred Fifteen Thousand Dollars ($315,000) per year. Payment shall
      be
      made semi-monthly, on the fifteenth and the last day of each calendar month.
      T he
      Board
      shall annually review the Base Salary to determine whether an increase in the
      amount thereof is warranted.




(b)  Performance
      Bonus. The Executive shall receive a targeted performance bonus (the
“ **Performance
      Bonus** ”),
      based
      on his performance as determined by the Board for each calendar year or partial
      calendar year during the Term (each a “ **Bonus
      Calculation Year** ”).
      The
      target amount of the Performance Bonus shall be $100,000 per annum ($50,000
      for
      each of the partial calendar years ending December 31, 2008 and June 30, 2011),
      with the amount of the actual bonus payable each year determined in accordance
      with the provisions of **Schedule
      4(b)** attached
      hereto. The amount so determined shall be payable within 30 days following
      December 31 of each calendar year during the Term (and partial calendar years
      ending December 31, 2008 and June 30, 2011), *provided* that the
      Executive remains employed by the Company on such date .




(c)  Discretionary
        Bonus. At the sole discretion of the Board, the Executive shall be eligible
        to
        receive an additional annual bonus (the “ **Discretionary
        Bonus** ”)
        in
        such amount as may be determined by the Board based upon his performance
        on
        behalf of the Company during each Bonus Calculation Year. The Discretionary
        Bonus, if any, shall be payable at such times and in such manner as the Board
        may determine i n
        its
        sole discretion.




(d)  Stock
        Options Awards. As additional compensation for the services to be rendered
        by
        the Executive pursuant to this Agreement, the Company shall grant the Executive an
        award
        of 60,000 options to purchase Common Stock of the Company (“Stock Options”),
        which grant shall be effective as of the date of this Agreement. The
        Stock **** Options **** shall
        be
        governed by the terms of the Company’s Stock Option Plan, as the same may be
        amended from time to time, and shall vest, if at all, in three equal annual
        installments on June 25, 2009, June 25, 2010, and June 25, 2011, subject
        in each
        case to the provisions of Section 9 below. In connection with such grant,
        the
        Executive shall enter into a Stock **** Option
        Agreement with the Company, which will incorporate the foregoing vesting
        schedule and the Stock **** Option **** provisions
        contained in Section 9 below.




(e)  Expenses.
      The Company shall reimburse the Executive for all reasonable out of pocket
      expenses incurred by the Executive in furtherance of the business and affairs
      of
      the Company, including reasonable travel and entertainment, upon timely receipt
      by the Company of appropriate vouchers or other proof of the Executive’s
      expenditures and otherwise in accordance with any expense reimbursement policy
      as may from time to time be adopted by the Company. The Company’s expense
      reimbursement policy generally requires that application for reimbursement
      be
      made as soon as practicable after the expense is incurred, but in no event
      more
      than one year after the date of the expense. Reimbursements are made by the
      Company no less frequently than monthly.




(f)  Vacation.
        The Executive shall, during the Term, be entitled to a vacation of four (4)
        weeks per annum ,
        in
        addition to holidays observed by the Company .
        The
        Executive shall not be entitled to carry any vacation forward to the next
        year
        of employment and shall not receive any compensation for unused vacation
        days.




(g)  Other
      Benefits. The Executive shall be entitled to all rights and benefits for which
      he shall be eligible under any benefit or other plans (including, without
      limitation, dental, medical, medical reimbursement and hospital plans, pension
      plans, employee stock purchase plans, profit sharing plans, bonus plans and
      other so-called "fringe" benefits) as the Company shall make available to its
      senior executives from time to time. In addition, the Company shall reimburse
      the Executive for his reasonable professional dues.




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5.  Confidential
      Information and Inventions.




(a)  The
      Executive recognizes and acknowledges that in the course of his duties he is
      likely to receive confidential or proprietary information owned by the Company,
      its affiliates or third parties with whom the Company or any of such affiliates
      has an obligation of confidentiality. Accordingly, during and after the Term,
      the Executive agrees to keep confidential and not disclose or make accessible
      to
      any other person or use for any other purpose other than in connection with
      the
      fulfillment of his duties under this Agreement, any Confidential and Proprietary
      Information (as defined below) owned by, or received by or on behalf of, the
      Company or any of its affiliates. “ **Confidential**  **and**  **Proprietary**  **Information** ”
shall
      include, but shall not be limited to, confidential or proprietary scientific
      or
      technical information, data, formulas and related concepts, business plans
      (both
      current and under development), client lists, promotion and marketing programs,
      trade secrets, or any other confidential or proprietary business information
      relating to development programs, costs, revenues, marketing, investments,
      sales
      activities, promotions, credit and financial data, manufacturing processes,
      financing methods, plans or the business and affairs of the Company or of any
      affiliate or client of the Company. The Executive expressly acknowledges the
      trade secret status of the Confidential and Proprietary Information and that
      the
      Confidential and Proprietary Information constitutes a protectable business
      interest of the Company. The Executive agrees: (i) not to use any such
      Confidential and Proprietary Information for himself or others; and (ii) not
      to
      take any Company material or reproductions (including but not limited to
      writings, correspondence, notes, drafts, records, invoices, technical and
      business policies, computer programs or disks) thereof from the Company’s
      offices at any time during his employment by the Company, except as required
      in
      the execution of the Executive’s duties to the Company. The Executive agrees to
      return immediately all Company material and reproductions (including but not
      limited, to writings, correspondence, notes, drafts, records, invoices,
      technical and business policies, computer programs or disks) thereof in his
      possession to the Company upon request and in any event immediately upon
      termination of employment.




(b)  Except
      in
      furtherance of the business of the Company, or otherwise with prior written
      authorization by the Company, the Executive agrees not to disclose or publish
      any of the Confidential and Proprietary Information, or any confidential,
      scientific, technical or business information of any other party to whom the
      Company or any of its affiliates owes an obligation of confidence, at any time
      during or after his employment with the Company. Nothing in the foregoing shall
      be construed to prevent the Executive from disclosing or using any Confidential
      or Proprietary Information that:




(i)  Executive can evidence through written documentation was in the Executive’s
      possession or control prior to the date of disclosure;




(ii)  Executive can evidence through written documentation was in the public domain
      or
      enters into the public domain through no improper act by Executive




(iii)  is
      approved for public release by written authorization of the Board;




(iv)  is
      required to be disclosed by legal, administrative or judicial process;
      or




(v)  is
      rightfully granted to Executive by sources independent of the Company, its
      officers, employees, agents, affiliates and consultants.




(c)  The
      Executive agrees that all inventions, discoveries, improvements and patentable
      or copyrightable works (“ **Inventions** ”)
      initiated, conceived or made by him, either alone or in conjunction with others,
      during the Term shall be
      the sole property of the Company to the maximum extent permitted by applicable
      law and, to the extent permitted by law, shall be “works made for hire” as that
      term is defined in the United States Copyright Act (17 U.S.C.A., Section 101).
      The Company shall be the sole owner of all patents, copyrights, trade secret
      rights, and other intellectual property or other rights in connection therewith.
      The Executive hereby assigns to the Company all right, title and interest he
      may
      have or acquire in all such Inventions; provided, however, that the Board may
      in
      its sole discretion agree to waive the Company’s rights pursuant to this Section
      6(c) with respect to any Invention that is not directly or indirectly related
      to
      the Company’s business. The Executive further agrees to assist the Company in
      every proper way (but at the Company’s expense) to obtain and from time to time
      enforce patents, copyrights or other rights on such Inventions in any and all
      countries, and to that end the Executive will execute all documents
      necessary:




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(i)  to
      apply
      for, obtain and vest in the name of the Company alone (unless the Company
      otherwise directs) letters patent, copyrights or other analogous protection
      in
      any country throughout the world and when so obtained or vested to renew and
      restore the same; and


(ii)  to
      defend
      any opposition proceedings in respect of such applications and any opposition
      proceedings or petitions or applications for revocation of such letters patent,
      copyright or other analogous protection.




(d)  The
      Executive acknowledges that while performing the services under this Agreement
      the Executive may locate, identify and/or evaluate patented or patentable
      inventions having commercial potential in the fields of pharmacy,
      pharmaceutical, biotechnology, healthcare, technology and other fields which
      may
      be of potential interest to the Company (the “ **Third
      Party Inventions** ”).
      The
      Executive understands, acknowledges and agrees that all rights to, interests
      in
      or opportunities regarding, all Third-Party Inventions identified by the
      Company, any of its officers, directors, employees (including the Executive),
      agents or consultants during the Term as being of potential interest to the
      Company shall be and remain the sole and exclusive property of the Company
      and
      the Executive shall have no rights whatsoever to such Third-Party Inventions
      and
      will not pursue for himself or for others any transaction relating to the
      Third-Party Inventions which is not on behalf of the Company.




(e)  The
      provisions of this Section 5 shall survive any termination of this
      Agreement.




6.  Non-Competition,
      Non-Solicitation and Non-Disparagement.




(a)  The
        Executive understands and recognizes that his services to the Company are
        special and unique and that in the course of performing such services the
        Executive will have access to and knowledge of Confidential and Proprietary
        Information (as defined in Section 5) and the Executive agrees that, during
        the
        Term and for a period of twelve
        (12 )  months thereafter (subject to the provisions of Section 9(e) hereof), he shall not
        without the consent of the Company in any manner, directly or indirectly,
        on
        behalf of himself or any person, firm, partnership, joint venture, corporation
        or other business entity (“ **Person** ”),
        enter
        into or engage in any business which is engaged in any business directly
        or
        indirectly competitive with the Company’s Business (as defined below), either as
        an individual for his own account, or as a partner, joint venturer, owner,
        executive, employee, independent contractor, principal, agent, consultant,
        salesperson, officer, director or shareholder of a Person in a business
        competitive with the Company within the geographic area of the Company’s
        Business, which is deemed by the parties hereto to be worldwide. The Executive
        acknowledges that, due to the nature of the Company’s Business, and the
        importance to the Company’s Business of its Confidential and Proprietary
        Information, a violation of this Section 6(a) could cause substantial damage
        to
        the Company and its affiliates and, therefore, the Company has a strong
        legitimate business interest in protecting the continuity of its business
        interests and the restriction herein agreed to by the Executive narrowly
        and
        fairly serves such an important and critical business interest of the Company.
        For purposes of this Agreement, the “ **Company’s**  **Business** ”
shall
        mean the business or businesses set forth on the attached Schedule 6(a),
        which
        shall be amended from time to time upon the mutual written agreement of the
        parties, but which will automatically include the research, development and
        commercialization of any technologies that are licensed or otherwise acquired
        by
        the Company. Notwithstanding the foregoing, nothing contained in this Section
        6(a) shall be deemed to prohibit the Executive from (i) acquiring or holding,
        solely for investment, publicly traded securities of any corporation, some
        or
        all of the activities of which are competitive with the business of the Company
        so long as such securities do not, in the aggregate, constitute more than
        three
        percent (3%) of any class or series of outstanding securities of such
        corporation.




(b)  During
      the Term and for a period of twelve (12) months thereafter (subject to the
      provisions of Section 9(e) hereof), the Executive shall not, directly or
      indirectly, without the prior written consent of the Company:




(i)  solicit
      or induce any employee of the Company to leave the employ of the Company; or
      hire for any purpose any employee of the Company or any employee who has left
      the employment of the Company within six months of the termination of such
      employee’s employment with the Company or at any time in violation of such
      employee’s non-competition agreement with the Company; or




4


(ii)  solicit
      or accept employment or be retained by any Person who, at any time during the
      term of this Agreement, was an agent, client or customer of the Company where
      his position will be related to the Company’s Business; or





(iii)  solicit
      or accept the business of any agent, client or customer of the Company with
      respect to products, services or investments similar to those provided or
      supplied by the Company.





(c)  The
      Company and the Executive each agree that both during the Term and at all times
      thereafter, neither party shall directly or indirectly disparage, whether or
      not
      true, the name or reputation of the other party or any of its affiliates,
      including but not limited to, any officer, director, employee or stockholder
      owning greater than five percent (5%) of the Company’s outstanding Common Stock.
      This Section 6(c) shall not apply to (i) statements made by the Executive in
      performing his duties in the ordinary course as President ( *e.g.* ,
      employee evaluations and remarks made in private meetings of the Board) and
      (ii)
      statements made by the Executive under oath in a legal proceeding, including
      without limitation an investigation or administrative proceeding before any
      governmental agency or instrumentality with regulatory authority over the
      Company or its business.




(d)  In
      the
      event that the Executive breaches any provisions of Section 5 or this Section
      6
      or there is a threatened breach, then, in addition to any other rights which
      the
      Company may have, the Company shall (i) be entitled, without the posting of
      a
      bond or other security, to injunctive relief to enforce the restrictions
      contained in such Sections and (ii) have the right to require the Executive
      to
      account for and pay over to the Company all compensation, profits, monies,
      accruals, increments and other benefits derived or received by the Executive
      as
      a result of any transaction constituting a breach of any of the provisions
      of
      Sections 5 or 6 and the Executive hereby agrees to account for and pay over
      such
      amounts to the Company.




(e)  Each
      of
      the rights and remedies enumerated in Section 6(d) shall be independent of
      the
      others and shall be in addition to and not in lieu of any other rights and
      remedies available to the Company at law or in equity. If any of the covenants
      contained in this Section 6, or any part of any of them, is hereafter construed
      or adjudicated to be invalid or unenforceable, the same shall not affect the
      remainder of the covenant or covenants or rights or remedies which shall be
      given full effect without regard to the invalid portions. If any of the
      covenants contained in this Section 6 is held to be invalid or unenforceable
      because of the duration of such provision or the area covered thereby, the
      parties agree that the court making such determination shall have the power
      to
      reduce the duration and/or area of such provision and in its reduced form such
      provision shall then be enforceable. No such holding of invalidity or
      unenforceability in one jurisdiction shall bar or in any way affect the
      Company’s right to the relief provided in this Section 6 or otherwise in the
      courts of any other state or jurisdiction within the geographical scope of
      such
      covenants as to breaches of such covenants in such other respective states
      or
      jurisdictions, such covenants being, for this purpose, severable into diverse
      and independent covenants.




(f)  In
      the
      event that an actual proceeding is brought in equity to enforce the provisions
      of Section 5 or this Section 6, the Executive shall not urge as a defense that
      there is an adequate remedy at law nor shall the Company be prevented from
      seeking any other remedies which may be available.




(g)  The
      provisions of this Section 6 shall survive any termination of this
      Agreement.




7.  Representations
      and Warranties by the Executive.




The
      Executive hereby represents and warrants to the Company that
      (a)
      the Executive has the full right, power and legal capacity to enter and deliver
      this Agreement and to perform his duties and other obligations hereunder; (b)
      this Agreement constitutes the legal, valid and binding obligation of the
      Executive enforceable against him in accordance with its terms; and (c) no
      approvals or consents of any persons or entities are required for the Executive
      to execute and deliver this Agreement or perform his duties and other
      obligations hereunder.




5







8.  Termination.
      The Executive’s employment hereunder shall be terminated upon the Executive’s
      death and may be terminated as follows:




(a)  The
      Executive’s employment hereunder may be terminated by the Board for Cause. Any
      of the following actions by the Executive shall constitute “ **Cause** ”:




(i)  The
      willful misconduct, failure, disregard or refusal by the Executive to perform
      any of the material duties of his employment hereunder including, without
      limitation, insubordination with respect to written directions received by
      the
      Executive from the Board, provided, however, that the Executive shall have
      one
      (1) opportunity to cure any breach of this Section 8(a)(i) within five (5)
      business days (“ **Cure**  **Period** ”)
      of
      written notice to the Executive;





(ii)  Any
      willful, intentional or grossly negligent act by the Executive having the effect
      of injuring, in a material way (whether financial or otherwise and as determined
      in good faith by a majority of the Board), the business or reputation of the
      Company or any of its affiliates, including but not limited to, any officer,
      director, executive of the Company or any stockholder owning greater than five
      percent (5%) of the Company’s outstanding Common Stock; provided, however, that
      the Executive shall be granted an opportunity to appear personally before the
      Board during its deliberations to explain the reasons for such conduct;




(iii)  The
      Executive’s conviction of any felony or a misdemeanor involving moral turpitude
      (including entry of a *nolo*  *contendere* plea);




(iv)  The
        determination by the Company, after a reasonable and good-faith investigation
        by
        the Company following a written allegation by another employee of the Company,
        that the Executive engaged in some form of harassment prohibited by law
        (including, without limitation, harassment that constitutes age, sex or race
        discrimination) ,
        unless
        the Executive’s actions were specifically directed by the Board ;




(v)  Any
      misappropriation or embezzlement of the property of the Company or its
      affiliates;




(vi)  Breach
        by
        the Executive of any of the provisions of Sections
        5, 6 or 7 of this
        Agreement; and


(vii)  Breach
        by
        the Executive of any provision of this Agreement other than those contained
        in Sections
        5, 6 or 7 which is
        not cured by the Executive within thirty (30) days after notice thereof is
        given
        to the Executive by the Company.





(b)  The
      Executive’s employment hereunder may be terminated by the Board due to the
      Executive’s Disability. For purposes of this Agreement, a termination for
“ **Disability** ”
shall
      occur upon rendering of a written termination notice by the Board after the
      Executive has been unable to substantially perform his duties hereunder for
      90
      or more consecutive days, or more than 120 days in any consecutive 12 month
      period, by reason of any physical or mental illness or injury. For purposes
      of
      this Section 8(b), the Executive agrees to make himself available and to
      cooperate in any reasonable examination by a reputable independent physician
      retained by the Company.




6







(c)  The
      Executive’s employment hereunder may be terminated by the Board (or its
      successor) upon the occurrence of a Change of Control. For purposes of this
      Agreement, “ **Change
      of Control** ”
means
      (i) the acquisition, directly or indirectly, following the date hereof by any
      person (as such term is defined in Section 13(d) and 14(d)(2) of the Securities
      Exchange Act of 1934, as amended), in one transaction or a series of related
      transactions, of securities of the Company representing in excess of fifty
      percent (50%) or more of the combined voting power of the Company’s then
      outstanding securities if such person (or his or its affiliate(s)) does not
      own
      in excess of 50% of such voting power on the date of this Agreement, or (ii)
      the
      future disposition by the Company (whether direct or indirect, by sale of assets
      or stock, merger, consolidation or otherwise) of all or substantially all of
      its
      assets in one transaction or series of related transactions (other than (i)
      a
      merger effected exclusively for the purpose of changing the domicile of the
      Company, (ii) financing activities in the ordinary course in which the Company
      sells its equity securities, or (iii) a transfer to a person or entity that,
      immediately after the transfer, is or is controlled by a person or entity that
      controlled the Company before the transfer, within the meaning of Section
      1.409A-3(i)(5)(vii)(B) of the Treasury Regulations).




(d)  The
      Executive’s employment hereunder may be terminated by the Executive for Good
      Reason, *provided* that
      such termination occurs within two (2) years following the occurrence of an
      event of Good Reason (as defined below) and *provided* , *further* ,
      that
      the Executive has provided the Board with written notice of an event of Good
      Reason within ninety (90) days following the date of its occurrence and the
      Company shall have failed to cure the event of Good Reason within thirty (30)
      days following the Board’s receipt of such notice from the Executive. For
      purposes of this Agreement, “ **Good
      Reason** ”
shall
      mean any of the following: (i) the assignment to the Executive of duties
      that constitute a material diminution in the Executive's position,
      responsibilities, titles or offices as described herein; (ii) any material
      reduction by the Company of the Executive's duties and responsibilities;
      (iii) any reduction by the Company of the Executive's compensation or
      benefits payable hereunder (it being understood that a reduction of benefits
      applicable to all employees of the Company, including the Executive, shall
      not
      be deemed a reduction of the Executive's compensation package for purposes
      of
      this definition); (iv) a material breach by the Company of this Agreement that
      is not cured within 30 days after receipt by the Company of written notice
      of
      such breach; or (v) upon a Change of Control (x) that results in the elimination
      of the Board *or* (y) in
      which representatives of the Board just prior to the event causing the Change
      of
      Control do not represent a majority of the Board immediately subsequent to
      the
      event causing the Change of Control.




9.  Compensation
      Following Termination.




(a)  If
      the
      Executive’s employment is terminated as a result of his death or Disability, the
      Company shall pay to the Executive or to the Executive’s estate, as applicable, his
      Base
      Salary for a period of one year following the date of termination and any
      accrued but unpaid Bonus and expense reimbursement amounts for expense incurred
      through the date of his Death or Disability. Any
      Stock
      Options that have vested as of the date of the Executive’s termination shall
      remain exercisable for a period of 90 days . All
      Stock
      Options that have
      not
      vested  as
      of the
      date of termination shall be deemed to have expired as of such
      date.




(b)  If
      the
      Executive’s employment is terminated by the Board for Cause, then the Company
      shall pay to the Executive his Base Salary through the date of his termination
      and any expense reimbursement amounts for expense incurred through the date
      of
      termination. The Executive shall have no further entitlement to any other
      compensation or benefits from the Company. All
      Stock
      Options that have
      not
      vested  as
      of the
      date of termination shall be deemed to have expired as of such date. Any
      Stock Options that have vested as of the date of the Executive’s termination for
      Cause shall remain exercisable for a period of 90 days .




(c)  If
      the
      Executive’s employment is terminated by the Company (or its successor) without
      Cause and either (i) within eighteen (18) months following the occurrence of
      a
      Change of Control or (ii) prior to and in connection with the occurrence of
      a
      Change in Control, then the Company (or its successor, as applicable) shall
      continue to pay to the Executive his Base Salary and employee benefits for
      a
      period of one year following such termination of employment, as well as any
      expense reimbursement amounts for expenses incurred through the date of
      termination. Any
      Stock
      Options that have vested (or been deemed to have vested pursuant to the
      provisions of Section 9(f) below) as of the date of the Executive’s termination
      shall remain exercisable for a period of 90 days. In the case of a termination
      pursuant to this Section 9(c) that occurs prior to the date of a Change of
      Control, all Stock Options that have not vested as of the date of termination
      shall remain outstanding until the earlier of (x) 90 days following the date
      they become vested pursuant to Section 9(f) by reason of the Change of Control,
      or (y) the date of exercise of such Stock Options, or (z) the date on which
      the
      original term of any such Stock Options expires (without regard to the
      termination of the Executive’s employment) .
      All
      Stock Options that have not vested (or been deemed to have vested) as of the
      date of the Executive’s termination or as of the date determined pursuant to
      Section 9(f) below, as the case may be, shall be deemed to have expired as
      of
      such date.




(d)  If
      the
      Executive’s employment is terminated by the Company without Cause other than as
      a result of the Executive’s death or Disability and other than for reasons
      specified in Section 9(c), or if the Executive’s employment is terminated by the
      Executive for Good Reason, then the Company shall continue to pay to the
      Executive his Base Salary and employee benefits for a period of one year
      following such termination, as well as any expense reimbursement amounts for
      expenses incurred through the date of termination. Any
      Stock
      Options that have vested as of the date of the Executive’s termination shall
      remain exercisable for a period of 90 days . All
      Stock Options that have not vested as of the date of termination shall be deemed
      to have expired as of such date.




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(e)  Following
      expiration and non-renewal of the Term, should the Company in its sole
      discretion require that the Executive continue to comply with the terms of
      Section 6(a) or Section 6(b) hereof, or both, the Company shall pay the
      Executive his Base Salary for a period of one year following expiration of
      the
      Term.




(f)  Upon
      the
      occurrence of a Change of Control, all Stock Options held by the Executive
      that
      are scheduled to vest by the end of the calendar year in which such Change
      of
      Control occurs shall be accelerated and deemed to have vested as of the date
      immediately preceding such Change of Control.




(g)  This
      Section 9 sets forth the only obligations of the Company with respect to the
      termination of the Executive’s employment with the Company, and the Executive
      acknowledges that, upon the termination of his employment, he shall not be
      entitled to any payments or benefits which are not explicitly provided in
      Section 9.




(h)  Upon
      termination of the Executive’s employment hereunder for any reason, the
      Executive shall be deemed to have resigned as director of the Company, effective
      as of the date of such termination.




(i)  Amounts
      payable to the Executive pursuant to Sections 9(a), 9(c) 9(d), or 9(e) hereof
      shall only be paid following the Executive’s separation from service with the
      Company. The time for payment of amounts due following the Executive’s
      separation from service pursuant to this Section 9 shall be determined in
      accordance with the Company’s regular payroll and bonus payment practices,
      subject to the provisions of Section 409A of the Internal Revenue Code of 1986,
      as amended, and the Treasury Regulations promulgated thereunder. Payments of
      Base Salary following separation from service shall be made semi-monthly at
      the
      same times as, and in accordance with, the Company’s regular payroll payments.
      Payments for Performance Bonus, Discretionary Bonus or expense reimbursements
      accrued with respect to periods of service completed prior to the Executive’s
      separation from service, but unpaid at the time of termination of employment,
      shall be due and payable at the same times as they otherwise would be due in
      accordance with the Company’s regular bonus payment practices ( *i.e.* ,
      Performance Bonus within 30 days following the end of the Bonus Calculation
      Year; Discretionary Bonus within 2 months following the end of a calendar year
      for which bonus is granted). Notwithstanding any other provision of this
      Agreement, no amount of Base Salary payable to the Executive by reason of the
      Executive’s termination of his employment pursuant to Section 8(d) above, other
      than a termination by reason of Section 8(d)(vi), and no amount in excess of
      $315,000 payable following the Executive’s separation from service for any
      reason shall be paid earlier than the day following the date that is six (6)
      months after the date of the Executive’s separation from service with the
      Company. For purposes of this section 9(i), the term “separation from service”
shall have the meaning set forth in Section 1.409A-1(h)(1) of the Treasury
      Regulations, and the Executive shall be deemed to be a “key employee” for
      purposes of such Treasury Regulations.




(j)  The
      provisions of this Section 9 shall survive any termination of this
      Agreement.




10.  Miscellaneous.




(a)  Withholding.
      The Company shall withhold from all amounts payable to the Executive under
      this
      Agreement all applicable federal, state and local income taxes, Social Security
      contributions and such other payroll taxes and deductions as may be required
      by
      law.




(b)  This
      Agreement shall be governed by, and construed and interpreted in accordance
      with, the laws of the State of New York, without giving effect to its principles
      of conflicts of laws.




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(c)  Any
      dispute arising out of, or relating to, this Agreement or the breach thereof
      (other than Sections 5 or 6 hereof), or regarding the interpretation thereof,
      shall be finally settled by arbitration conducted in New York City in accordance
      with the Employment Dispute Rules of the American Arbitration Association then
      in effect before a single arbitrator appointed in accordance with such rules.
      Judgment upon any award rendered therein may be entered and enforcement obtained
      thereon in any court having jurisdiction. The arbitrator shall have authority
      to
      grant any form of appropriate relief, whether legal or equitable in nature,
      including specific performance. For the purpose of any judicial proceeding
      to
      enforce such award or incidental to such arbitration or to compel arbitration
      and for purposes of Sections 5 and 6 hereof, the parties hereby submit to the
      non-exclusive jurisdiction of the Supreme Court of the State of New York, New
      York County, or the United States District Court for the Southern District
      of
      New York, and agree that service of process in such arbitration or court
      proceedings shall be satisfactorily made upon it if sent by registered mail
      addressed to it at the address referred to in paragraph (g) below. The costs
      of
      such arbitration shall be borne proportionate to the finding of fault as
      determined by the arbitrator. Judgment on the arbitration award may be entered
      by any court of competent jurisdiction.




(d)  This
      Agreement shall be binding upon and inure to the benefit of the parties hereto,
      and their respective heirs, legal representatives, successors and permitted
      assigns.




(e)  This
      Agreement, and the Executive’s rights and obligations hereunder, may not be
      assigned by the Executive. The Company may assign its rights, together with
      its
      obligations, hereunder in connection with any sale, transfer or other
      disposition of all or substantially all of its business or assets and shall
      cause the acquirer to assume all of its obligations under this
      Agreement.




(f)  This
      Agreement cannot be amended orally, or by any course of conduct or dealing,
      but
      only by a written agreement signed by the parties hereto.




(g)  The
      failure of either party to insist upon the strict performance of any of the
      terms, conditions and provisions of this Agreement shall not be construed as
      a
      waiver or relinquishment of future compliance therewith, and such terms,
      conditions and provisions shall remain in full force and effect. No waiver
      of
      any term or condition of this Agreement on the part of either party shall be
      effective for any purpose whatsoever unless such waiver is in writing and signed
      by such party.




(h)  All
      notices, requests, consents and other communications, required or permitted
      to
      be given hereunder, shall be in writing and shall be delivered personally or
      by
      an overnight courier service or sent by registered or certified mail, postage
      prepaid, return receipt requested, to the parties at the addresses set forth
      on
      the first page of this Agreement, and shall be deemed given when so delivered
      personally or by overnight courier, or, if mailed, five days after the date
      of
      deposit in the United States mails. Either party may designate another address,
      for receipt of notices hereunder by giving notice to the other party in
      accordance with this Section 10(h).




(i)  This
      Agreement sets forth the entire agreement and understanding of the parties
      relating to the subject matter hereof, and supersedes all prior agreements,
      arrangements and understandings, written or oral, relating to the subject matter
      hereof. No representation, promise or inducement has been made by either party
      that is not embodied in this Agreement, and neither party shall be bound by
      or
      liable for any alleged representation, promise or inducement not so set
      forth.




(j)  As
      used
      in this Agreement, “affiliate” of a specified Person shall mean and include any
      Person controlling, controlled by or under common control with the specified
      Person.




(k)  The
      section headings contained herein are for reference purposes only and shall
      not
      in any way affect the meaning or interpretation of this Agreement.




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






9







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




ZIOPHARM
              Oncology,
              Inc.By:
            /s/ Jonathan
              J. LewisName:
              Jonathan J. Lewis, M.D., Ph.D.Title:
                Chief Executive Officer




EXECUTIVEBy:
            /s/ Richard
              E. BagleyName:Richard
              E. Bagley























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**** **SCHEDULE
      4(b)**





Calculation
      of Performance Bonus








Prior
      to
      the beginning of each Bonus Calculation Year during the Term, the Executive
      and
      the Compensation Committee of the Board shall agree upon five (5) performance
      goals (“Targets”) for the Bonus Calculation Year. The amount of Performance
      Bonus payable to the Executive pursuant to Section 4(b) of this Agreement for
      any Bonus Calculation Year shall be determined based on the Executive’s
      achievement of the Targets as follows:





With
      respect to each of the Targets, the Executive will receive $20,000 in
      Performance Bonus if the Target is met on or before the end of the Bonus
      Calculation Year ( *e.g* .,
      Performance Bonus of $100,000 if all Targets are met). The amount of Performance
      Bonus pursuant to this paragraph shall be $10,000 ( *e.g.,* Performance Bonus of $50,000 if all Targets are met) with respect to the Bonus
      Calculation Years ending on December 31, 2008 and June 30, 2011.





The
      Executive will receive $15,000 in Performance Bonus with respect to any Target
      that has not been met on or before the end of the Bonus Calculation Year, *provided* that *either* of the
      following has occurred: (1) (a) the Executive has devoted his reasonable best
      business efforts toward achievement the Target during the Bonus Calculation
      Year, and (b) substantial progress toward accomplishment of the Target has
      occurred during the Bonus Calculation Year; *or* (2)
      during the Bonus Calculation Year, the Company abandoned the business goal
      that
      the Target was intended to address ( *e.g.,* Performance Bonus of $75,000 if no Target is met, but the Executive has devoted
      his reasonable best business efforts to achievement of all of the Targets).
      The
      amount of Performance Bonus pursuant to this paragraph shall be $7,500
      ( *e.g.,* Performance Bonus of $37,500 for all Targets) with respect to the Bonus
      Calculation Years ending on December 31, 2008 and June 30, 2011.








The
      Executive will receive $25,000 in Performance Bonus with respect to any Target
      if the Target is exceeded during the Bonus Calculation Year and the Board
      determines that the Executive’s performance with respect to the Target exceeded
      expectations ( *e.g.,* Performance Bonus of $125,000 if the Executive’s performance with respect to all
      Targets exceeded expectations). The amount of Performance Bonus pursuant to
      this
      paragraph shall be $12,500 ( *e.g.,* Performance Bonus of $62,500 for all Targets) with respect to the Bonus
      Calculation Years ending on December 31, 2008 and June 30, 2011.













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**SCHEDULE
      6(a)**





1.  Developing,
      designing, producing, marketing, selling or rendering oncology products in
      the
      class of arsenicals, products in the phosphoramidic nitrogen mustard family
      and
“mustard gas family,” and anti-mitotics with the same mechanism as that in
      indibulin or products that are in the same chemical family as those that have
      been or are being developed, designed, produced, marketed, sold or rendered
      by
      the Corporation during the period of the Executive’s employment with the
      Company.





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