**Exhibit
        10.15**
 
 **Manhattan
        Pharmaceuticals, Inc.**
 **Stock
        Option Agreement**
 
 This
        Stock Option Agreement is made and entered into as of the [ ] day of
        [            ],
        20[ ], between
        [                           
] (“ **Employee** ”)
        and
        Manhattan Pharmaceuticals, 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, 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
        right
        to purchase the Shares subject to the Option shall vest over a [ ] -year
        period
        beginning on the first anniversary of the date hereof and continuing each
        year
        thereafter until the Option is fully vested, as set forth in the following
        schedule, so long as Employee continues to be employed by the Company (each
        such
        date is hereinafter referred to singularly as a “ **Vesting
        Date** ”
and
        collectively as “ **Vesting
        Dates** ”):
 
 Total
                  Shares Subject
                to
                  Vesting Date
              
              Vesting
                  Date
  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 (but excluding as a result of a Disability, as provided below), with
        or
        without cause, Employee or his/her legal representative shall have three
        (3)
        years from the date of such termination of his/her position as an employee
        to
        exercise any part of the Option vested pursuant to Section 3 of this Agreement.
        Upon the expiration of such three (3) year period, or, if earlier, upon the
        expiration date of the Option as set forth above, the Option shall terminate
        and
        become null and void. Notwithstanding any provision to the contrary contained
        herein, in the event Employee’s employment is terminated as a result of a
        Disability (as defined in the Plan), any portion of the Option that has vested
        as of the date of such Disability shall remain exercisable for the remaining
        term of this Option, but all portions of the Option that have not yet vested
        or
        are scheduled to vest in the future shall not vest and Employee’s rights to such
        portion of the Option shall terminate.
   
 
 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.
 
 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.  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.
 
 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:
                
                If
                    to Employee:Manhattan
                    Pharmaceuticals, Inc.810
                    Seventh Avenue, 4th FloorNew
                    York, NY 10019Attn:
                    Chief Executive Officer
 11.  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:**
                $[    
                       ]/shareName:**MANHATTAN
                    PHARMACEUTICALS, INC.**By:Its:
  3