Exhibit 4.4


    
      

    

     

    Exhibit
      4.4

    

      REXAHN
        PHARMACEUTICALS, INC.

      STOCK
        OPTION PLAN

      


      
        	
                1.

              	
                Establishment
                  and Purpose

              


      

      


      REXAHN
        PHARMACEUTICALS, INC., a Delaware corporation (the "Corporation") assumed
        effective May 13, 2005 the REXAHN CORPORATION STOCK OPTION PLAN originally
        established by Rexahn, Corp, a Maryland corporation, which shall be known
        as the
        REXAHN PHARMACEUTICALS, INC. STOCK OPTION PLAN upon and after such assumption
        (the "Plan"). The purpose of the Plan is to promote the long-term growth
        and
        profitability of the Corporation by (i) providing key people with incentives
        to
        improve stockholder value and to contribute to the growth and financial success
        of the Corporation, and (ii) enabling the Corporation to attract, retain
        and
        reward the best available persons for positions of substantial responsibility.
        To accomplish such purpose, the Plan permits the granting of stock options,
        including nonqualified stock options and incentive stock options qualifying
        under Section 422 of the Code.

      


      The
        Plan
        is a compensatory benefit plan within the meaning of Rule 701 under the
        Securities Act of 1933, as amended (the "Securities Act"). Prior to May 13,
        2005, except to the extent any other exemption from the Securities Act was
        expressly relied upon in connection with any agreement entered into pursuant
        to
        the Plan or the securities issuable hereunder were registered under the
        Securities Act, the issuance of Stock pursuant to the Plan was intended to
        qualify for the exemption from registration under the Securities Act provided
        by
        Rule 701. To the extent that an exemption from registration under the Securities
        Act provided by Rule 701 was unavailable, all unregistered options and shares
        of
        Stock issuable upon exercise of an Option were intended to be exempt from
        registration under the Securities Act in reliance upon the private offering
        exemption contained in Section 4(2) of the Securities Act, or other available
        exemption, and the Plan shall be so administered. From and after May 13,
        2005,
        the issuance of Stock pursuant to the Plan is intended to be registered under
        the Securities Act.

      


      
        	
                2.

              	
                Definitions

              


      

      


      Under
        the
        Plan, except where the context otherwise indicates, the following definitions
        apply:


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (a)    "Board"
        shall
        mean the Board of Directors of the Corporation.

       

      (b)    "Change
        in Control"
        shall
        mean (i) any sale, exchange or other disposition of substantially all of
        the
        Corporation's assets; or (ii) any merger, share exchange, consolidation or
        other
        reorganization or business combination in which the Corporation is not the
        surviving or continuing corporation, or in which the Corporation's stockholders
        become entitled to receive cash, securities of the Corporation other than
        voting
        common stock, or securities of another issuer.

      


      (c)    "Code"
        shall
        mean the Internal Revenue Code of 1986, as amended, and any regulations issued
        thereunder.

      


      (d)    "Committee"
        shall
        mean the Board or committee of Board members appointed pursuant to Section
        3 of
        the Plan to administer the Plan.

      


      (e)    "Exchange
        Act" shall
        mean the Securities Exchange Act of 1934, as amended.

      


      (f)    "Fair
        Market Value" of
        a
        share of the Corporation's Stock for
        any purpose on a particular date shall
        be
        determined by the Committee as follows:

      


      (1)    If
        the
        Stock is not publicly traded, as soon as practicable following the beginning
        of
        each fiscal year of the Corporation following the adoption of the Plan, the
        Committee shall review the completed financial statements of the Corporation
        for
        the previous fiscal year in consultation with its outside accountants or
        other
        financial advisors and shall determine the Fair Market Value based on such
        financial statements, taking into account customary benchmarks such as book
        value, gross earnings and net earnings, if any, and applying such multiples
        to
        such measures as the Committee determines is appropriate, in its sole
        discretion. The Fair Market Value so determined for a fiscal year, based
        on the
        previous fiscal year's financial statements, shall apply for the entire
        respective fiscal year, unless the Committee determines that such Fair Market
        Value is no longer appropriate due to an extraordinary corporate event such
        as a
        purchase or sale of a significant portion of the Corporation's assets or
        stock,
        the obsolescence or development of products, or the acquisition or loss of
        a
        significant amount of business by the Corporation. If such an extraordinary
        corporate event occurs, the Committee, as soon as practicable thereafter,
        in the
        same manner as set forth above, and taking into account such event as well
        as
        the latest completed quarterly financial statements for the Corporation,
        if any,
        shall determine an updated Fair Market Value, which shall be applicable for
        the
        remainder of the fiscal year.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (2)    If
        the
        Stock is publicly traded, then Fair Market Value shall
        mean the last reported sale price per share of Stock, regular way, or, in
        case
        no such sale takes place on such day, the average of the closing bid and
        asked
        prices, regular way, in either case as reported in the principal consolidated
        transaction reporting system with respect to securities listed or admitted
        to
        trading on a national securities exchange or included for quotation on the
        Nasdaq-National Market, or if the Stock is not so listed or admitted to trading
        or included for quotation, the last quoted price, or if the Stock is not
        so
        quoted, the average of the high bid and low asked prices, regular way, in
        the
        over-the-counter market, as reported by the National Association of Securities
        Dealers, Inc. Automated Quotation System or, if such system is no longer
        in use,
        the principal other automated quotations system that may then be in use or,
        if
        the Stock is not quoted by any such organization, the average of the closing
        bid
        and asked prices, regular way, as furnished by a professional market maker
        making a market in the Stock as selected in good faith by the Committee or
        by
        such other source or sources as shall be selected in good faith by the
        Committee. If, as the case may be, the relevant date is not a trading day,
        the
        determination shall be made as of the next preceding trading day. As used
        herein, the term "trading day" shall mean a day on which public trading of
        securities occurs and is reported in the principal consolidated reporting
        system
        referred to above, or if the Stock is not listed or admitted to trading on
        a
        national securities exchange or included for quotation on the Nasdaq-National
        Market, any day other than a Saturday, a Sunday or a day in which banking
        institutions in the State of New York are closed.

      


      (g)    "Grant
        Agreement"
        shall
        mean a written agreement between the Corporation and a grantee memorializing
        the
        terms and conditions of an Option pursuant to the Plan.

      


      (h)    "Grant
        Date" shall
        mean the date on which the Committee formally acts to grant an Option to
        a
        grantee or such other date as the Committee shall so designate at the time
        of
        taking such formal action.

      


      (i)    
"Option"
        shall
        mean any stock option awarded hereunder.

      


      (j)    
"Parent"
        shall
        mean a corporation, whether now or hereafter existing, within the meaning
        of the
        definition of "parent corporation" provided in Section 424(e) of the Code,
        or
        any successor thereto of similar import.

      


      (k)    "Rule
        16b-3"
        shall
        mean Rule 16b-3 as in effect under the Exchange Act on the effective date
        of the
        Plan, or any successor provision prescribing conditions necessary to exempt
        the
        issuance of securities under the Plan (and further transactions in such
        securities) from Section 16(b) of the Exchange Act.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (l)    
"Stock"
        shall mean
        shares of the Corporation's common stock, par value of $.0001 per
        share.

      


      (m)    "Subsidiary"
        and "subsidiaries" shall
        mean only a corporation or corporations, whether now or hereafter existing,
        within the meaning of the definition of "subsidiary corporation" provided
        in
        Section 424(f) of the Code,
        or
        any successor thereto of similar import.

      


      
        	
                3.

              	
                Administration

              


      

      


      (a)    Procedure.
        The
        Plan shall be administered by the Board. In the alternative, the Board may
        appoint a Committee to administer the Plan on behalf of the Board, subject
        to
        such terms and conditions as the Board may prescribe. Once appointed, the
        Committee shall continue to serve until otherwise directed by the Board.
        From
        time to time, the Board may increase the size of the Committee and appoint
        additional members thereof, remove members (with or without cause) and appoint
        new members in substitution therefor, fill vacancies, however caused, and
        remove
        all members of the Committee and, thereafter, directly administer the Plan.
        In
        the event that the Board is the administrator of the Plan in lieu of a
        Committee, the term "Committee" as used herein shall be deemed to mean the
        Board, other than for purposes of Section 3(b).

      


      The
        Committee shall meet at such times and places and upon such notice as it
        may
        determine. A majority of the Committee shall constitute a quorum. Any acts
        by
        the Committee may be taken at any meeting at which a quorum is present and
        shall
        be by majority vote of those members entitled to vote. Additionally, any
        acts
        reduced to writing or approved in writing by all of the members of the Committee
        shall be valid acts of the Committee.

      


      (b)    Procedure
        After Registration of the Stock.
        Notwithstanding the provisions of Section 3(a) above, in the event that the
        Stock or any other capital stock of the Corporation becomes registered under
        Section 12 of the Exchange Act, the members of the Committee shall be both
        "Non-Employee Directors" within the meaning of Rule 16b-3, and "outside
        directors" within the meaning of Section 162(m) of the Code. Upon and after
        the
        point in time that the Stock or any other capital stock of the Corporation
        becomes registered under Section 12 of the Exchange Act, the Board shall
        take
        all action necessary to cause the Plan to be administered in accordance with
        the
        then effective provisions of Rule 16b-3, provided that any amendment to the
        Plan required for compliance with such provisions shall be made in accordance
        with Section 10 of
        the
        Plan.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (c)    Powers
        of the Committee.
        The
        Committee shall have all the powers vested in it by the terms of the Plan,
        such
        powers to include authority, in its sole and absolute discretion, to grant
        Options under the Plan, prescribe Grant Agreements evidencing such Options
        and
        establish programs for granting Options. The Committee shall have full power
        and
        authority to take all other actions necessary to carry out the purpose and
        intent of the Plan, including, but not limited to, the authority
        to:

      


      (i)      
        determine
        the eligible persons to whom, and the time or times at which Options shall
        be
        granted,

      


      (ii)     
        determine the types of Options to be granted, 

      


      (iii)    
determine
        the number of shares of Stock to be covered by each Option,

      


      (iv)    
impose
        such terms, limitations, restrictions and conditions upon any such Option
        as the
        Committee shall deem appropriate,

      


      (v)     
        modify, extend or renew outstanding Options, accept the surrender of outstanding
        Options and substitute new Options, provided that no such action shall be
        taken
        with respect to any outstanding Option which would adversely affect the grantee
        without the grantee's consent, 

      


      (vi)    
accelerate
        or otherwise change the time period in which an Option may be exercised and
        to
        waive or accelerate the lapse, in whole or in part, of any restriction or
        condition with respect to such Option, including, but not limited to, any
        restriction or condition with respect to the vesting or exercisability of
        an
        Option following termination of any grantee's employment, and 

      


      (vii)    establish
        objectives and conditions, if any, for granting Options and determining whether
        Options will be paid after the end of a performance period.

      


      The
        Committee shall have full power and authority to administer and interpret
        the
        Plan and to adopt such rules, regulations, agreements, guidelines and
        instruments for the administration of the Plan and for the conduct of its
        business as the Committee deems necessary or advisable and to interpret same,
        all within the Committee's sole and absolute discretion.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (d)    Limited
        Liability. To
        the
        maximum extent permitted by law, no member of the Board or Committee shall
        be
        liable for any action taken or decision made in good faith relating to the
        Plan
        or any Option thereunder.

      


      (e)    Indemnification.
        To the
        maximum extent permitted by law, the members of the Board and Committee shall
        be
        indemnified by the Corporation in respect of all their activities under the
        Plan.

      


      (f)    Effect
        of Committee's Decision.
        All
        actions taken and decisions and determinations made by the Committee on all
        matters relating to the Plan pursuant to the powers vested in it hereunder
        shall
        be in the Committee's sole and absolute discretion and shall be conclusive
        and
        binding on all parties concerned, including the Corporation, its stockholders,
        any participants in the Plan and any other employee of the Corporation, and
        their respective successors in interest.

      


      
        	
                4.

              	
                Maximum
                  Shares Available for the
                  Plan

              


      

      


      Subject
        to adjustments as provided in Section
        9
        of the Plan, the shares of Stock that may be delivered or purchased with
        respect
        to the exercise of Options granted under the Plan, including with respect
        to
        incentive stock options intended to qualify under Section 422 of the Code,
        shall
        not exceed an aggregate of Six Million Nine Hundred Ninety Two Thousand Five
        Hundred (6,992,500) shares of Stock of the Corporation. The Corporation shall
        reserve said number of shares for Options under the Plan, subject to adjustments
        as provided in Section
        9
        of the Plan. If any Option, or portion of an Option, under the Plan expires
        or
        terminates unexercised, becomes unexercisable or is forfeited or otherwise
        terminated, surrendered or canceled without the delivery of shares of Stock
        or
        other consideration, the shares of Stock subject to such Option shall thereafter
        be available for further Options under the Plan.

      


      
        	
                5.

              	
                Participation

              


      

      


      Participation
        in the Plan shall be open to all employees, officers, directors and consultants
        of the Corporation, or of any Parent or Subsidiary of the Corporation, as
        may be
        selected by the Committee from time to time. Notwithstanding the foregoing,
        participation in the Plan with respect to awards of incentive stock options
        shall be limited to employees of the Corporation or of any Parent or Subsidiary
        of the Corporation. To the
        extent necessary to comply with Rule 16b-3 or to constitute an "outside
        director" within the meaning of Section 162(m) of the Code, and only in the
        event that Rule 16b-3 or Section 162(m) of the Code is applicable to the
        Plan or
        an Option granted thereunder, Committee members shall not be eligible to
        participate in the Plan while members of the Committee.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Options
        may be granted to such eligible persons and for or with respect to such number
        of shares of Stock as the Committee shall determine, subject to the limitations
        in Section 4 and Section 6(e) of the Plan. A grant of any type of Option
        made in any one year to an eligible person shall neither guarantee nor preclude
        a further grant of that or any other type of Option to such person in that
        year
        or subsequent years.

      


      
        	
                6.

              	
                Stock
                  Options

              


      

      


      Subject
        to the other applicable provisions of the Plan, the Committee may from time
        to
        time grant to eligible participants awards of nonqualified stock options
        or
        incentive stock options as that term is defined in Section 422 of the Code.
        The
        Options granted shall be subject to the following terms and
        conditions.

      


      (a)    Grant
        of Option. The
        grant
        of an Option shall be evidenced by a Grant Agreement, executed by the
        Corporation and the grantee, stating the number of shares of Stock subject
        to
        the Option evidenced thereby and the terms and conditions of such Option,
        in
        such form as the Committee may from time to time determine.

      


      (b)    Price.
        The
        price per share payable upon the exercise of each Option ("exercise price")
        shall be determined by the Committee; provided, however, that in the case
        of
        incentive stock options, the exercise price shall not be less than 100% of
        the
        Fair Market Value of the shares on the date the incentive stock option is
        granted. 

      


      (c)    Payment.
        Options
        may be exercised in whole or in part by payment of the exercise price of
        the
        shares to be acquired in accordance with the provisions of the Grant Agreement,
        and/or such rules and regulations as the Committee may have prescribed, and/or
        such determinations, orders, or decisions as the Committee may have made.
        Payment may be made in cash (or cash equivalents acceptable to the Committee)
        or, unless otherwise determined by the Committee, in shares of Stock or a
        combination of cash and shares of Stock, or by such other means as the Committee
        may prescribe. The Fair Market Value of shares of Stock delivered on exercise
        of
        stock options shall be determined as of the date of exercise. Shares of Stock
        delivered in payment of the exercise price may be previously owned shares
        or, if
        approved by the Committee, shares acquired upon exercise of the Option. Any
        fractional share will be paid in cash. 

      


      If
        the
        Stock is registered under Section 12(b) or 12(g) of the Exchange Act, the
        Committee, subject to such limitations as it may determine, may authorize
        payment of the exercise price, in whole or in part, by delivery of a properly
        executed exercise notice, together with irrevocable instructions, to: (i)
        a
        brokerage firm designated by the Corporation to deliver promptly to the
        Corporation the aggregate amount of sale or loan proceeds to pay the exercise
        price and any withholding tax obligations that may arise in connection with
        the
        exercise, and (ii) the Corporation to deliver the certificates for such
        purchased shares directly to such brokerage firm.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (d)    Terms
        of Options. The
        term
        during which each Option may be exercised shall be determined by the Committee;
        provided, however, that in no event shall an incentive stock option be
        exercisable more than ten (10) years from the date it is granted. Prior to
        the
        exercise of the Option and delivery of the shares certificates represented
        thereby, the grantee shall have none of the rights of a stockholder with
        respect
        to any shares represented by an outstanding Option.

      


      (e)    Restrictions
        on Incentive Stock Options.
        Incentive stock options granted under the Plan shall comply in all respects
        with
        Code Section 422 and, as such, shall meet the following additional
        requirements:

      


      (i)     
        Grant
        Date.
        An
        incentive stock option must be granted within 10 years of the earlier of
        the
        Plan's original adoption by the board of directors of Rexahn, Corp or approval
        by Rexahn, Corp's shareholders.

      


      (ii)    
Exercise
        Price and Term.
        The
        exercise price of an incentive stock option shall not be less than 100% of
        the
        Fair Market Value of the shares covered by such option on the Grant Date
        and the
        term of such option shall not exceed ten (10) years. Also, the exercise price
        of
        any incentive stock option granted to a grantee who owns (within the meaning
        of
        Section 422(b)(6) of the Code, after the application of the attribution rules
        in
        Section 424(d) of the Code) more than 10% of the total combined voting power
        of
        all classes of shares of the Corporation or its Parent or Subsidiary
        corporations (within the meaning of Sections 422 and 424 of the Code) shall
        be
        not less than 110% of the Fair Market Value of the shares covered by the
        option
        on the Grant Date and the term of such stock option shall not exceed five
        (5)
        years.

      
         

        (iii)    Maximum
          Grant.
          The
          aggregate Fair Market Value (determined as of the Grant Date) of shares
          of
          Stock, or any other shares of capital stock, with respect to which all
          incentive
          stock options first become exercisable by any grantee in any calendar year
          under
          this or any other plan of the Corporation and its Parent and Subsidiary
          corporations may not exceed $100,000 or such other amount as may be permitted
          from time to time under Section 422 of the Code. To the extent that such
          aggregate Fair Market Value shall exceed $100,000, or other applicable
          amount,
          such stock options shall be treated as nonqualified stock options. In such
          case,
          the Corporation may designate the shares of Stock that are to be treated
          as
          stock acquired pursuant to the exercise of an incentive stock option by
          issuing
          a separate certificate for such shares and identifying the certificate
          as
          incentive stock option shares in the stock transfer records of the
          Corporation.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (iv)    Grantee.
        Incentive stock options shall only be issued to employees of the Corporation,
        or
        of a Parent or Subsidiary of the Corporation.

      


      (v)    
Designation.
        No
        Option shall be an incentive stock option unless so designated by the Committee
        at the time of grant or in the Grant Agreement evidencing such
        Option.

      


      (f)    Other
        Terms and Conditions.
        Options
        may contain such other provisions, not inconsistent with the provisions of
        the
        Plan, as the Committee shall determine appropriate from time to
        time.

      


      
        	
                7.

              	
                Withholding
                  of Taxes

              


      

      


      The
        Corporation may require, as a condition to the grant of any Option under
        the
        Plan or exercise pursuant to such Option or to the delivery of certificates
        for
        shares issued or payments of cash to a grantee pursuant to the Plan or a
        Grant
        Agreement (hereinafter collectively referred to as a "taxable event"), that
        the
        grantee pay to the Corporation, in cash or, unless otherwise determined by
        the
        Corporation, in shares of Stock, including shares acquired upon exercise
        of the
        Option, valued at Fair Market Value on the date as of which the withholding
        tax
        liability is determined, any federal, state or local taxes of any kind required
        by law to be withheld with respect to any taxable event under the Plan. The
        Corporation, to the extent permitted or required by law, shall have the right
        to
        deduct from any payment of any kind (including salary or bonus) otherwise
        due to
        a grantee any federal, state or local taxes of any kind required by law to
        be
        withheld with respect to any taxable event under the Plan, or to retain or
        sell
        without notice a sufficient number of
        the
        shares to be issued to such grantee to cover any such taxes.

      


      
        	
                8.

              	
                Transferability

              


      

      


      No
        Option
        granted under the Plan shall be transferable voluntarily or involuntarily
        by a
        grantee, either during the grantee's lifetime or as a result of the death
        of the
        grantee. 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                9.

              	
                Adjustments;
                  Business Combinations

              


      

      


      In
        the
        event of a reclassification, recapitalization, stock split, stock dividend,
        combination of shares, or other similar event, the maximum number and kind
        of
        shares with respect to which Options may be granted under the Plan, as provided
        in Section 4 of the Plan, shall be adjusted to reflect such event, and the
        Committee shall make such adjustments as it deems appropriate and equitable
        in
        the number, kind and price of shares covered by outstanding Options granted
        under the Plan, and in any other matters which relate to Options and which
        are
        affected by the changes in the Stock referred to above.

      


      In
        the
        event of any proposed Change in Control (but subject, in the case of any
        grantee, to the terms of such grantee's Grant Agreement), the Committee shall
        take such action as it deems appropriate and equitable to effectuate the
        purposes of the Plan and to protect the grantees of Options, which action
        may
        include, but without limitation, any one or more of the following:
        (i) acceleration or change of the exercise dates of any Option;
        (ii) arrangements with grantees for the payment of appropriate
        consideration to them for the cancellation and surrender of any Option; or
        (iii) in any case where equity securities other than Stock of the
        Corporation are proposed to be delivered in exchange for or with respect
        to
        Stock of the Corporation, arrangements providing that any Option shall become
        one or more Options with respect to such other equity securities.

      


      The
        Committee is authorized to make adjustments in the terms and conditions of,
        and
        the criteria included in, Options in recognition of unusual or nonrecurring
        events (including, without limitation, the events described in the preceding
        two
        paragraphs of this Section 9) affecting the Corporation, or the financial
        statements of the Corporation or any Subsidiary, or of changes in applicable
        laws, regulations, or accounting principles, whenever the Committee determines
        that such adjustments are appropriate in order to prevent dilution or
        enlargement of the benefits or potential benefits intended to be made available
        under the Plan.

      


      In
        the
        event the Corporation dissolves and liquidates (other than pursuant to a
        plan of
        merger or reorganization, and except as provided in any Grant Agreement),
        then
        notwithstanding any restrictions on exercise set forth in the Plan:
        (i) each grantee shall have the right to exercise his Option at any time up
        to ten (10) days prior to the effective date of such liquidation and
        dissolution; and (ii) the Committee may make arrangements with the grantees
        for the payment of appropriate consideration to them for the cancellation
        and
        surrender of any Option that is so canceled or surrendered at any time up
        to ten
        (10) days prior to the effective date of such liquidation and dissolution.
        The
        Committee may establish a different period (and different conditions) for
        such
        exercise, delivery, cancellation, or surrender to avoid subjecting the grantee
        to liability under Section 16(b) of the Exchange Act. Any Option not so
        exercised, canceled, or surrendered shall terminate on the last day for exercise
        prior to such effective date. The Committee shall give each grantee written
        notice of the commencement of any proceedings for such liquidation and
        dissolution of the Corporation and the grantee's rights with respect to his
        outstanding Option.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                10.

              	
                Termination
                  and Modification of the
                  Plan

              


      

      


      The
        Board, without further approval of the stockholders, may modify or terminate
        the
        Plan or any portion thereof at any time, except that no modification shall
        become effective without prior approval of the stockholders of the Corporation
        if stockholder approval is necessary to comply with any tax or regulatory
        requirement or rule of any exchange or quotation system established by the
        National Association of Securities Dealers, Inc. ("Nasdaq System") upon which
        the Stock is listed or quoted; including for this purpose stockholder approval
        that is required for continued compliance with Rule 16b-3 or stockholder
        approval that is required to enable the Committee to grant incentive stock
        options pursuant to the Plan.

      


      The
        Committee shall be authorized to make minor or administrative modifications
        to
        the Plan as well as modifications to the Plan that may be dictated by
        requirements of federal or state laws applicable to the Corporation or that
        may
        be authorized or made desirable by such laws. The Committee may amend or
        modify
        the grant of any outstanding Option in any manner to the extent that the
        Committee would have had the authority to make such Option as so modified
        or
        amended.

      


      
        	
                11.

              	
                Non-Guarantee
                  of Employment

              


      

      


      Nothing
        in the Plan or in any Grant Agreement thereunder shall confer any right on
        an
        employee to continue in the employ of the Corporation or shall interfere
        in any
        way with the right of the Corporation to terminate an employee at any
        time.

      


      
        	
                12.

              	
                Termination
                  of Employment

              


      

      


      For
        purposes of maintaining a grantee's continuous status as an employee and
        accrual
        of rights under any Option, transfer of an employee among the Corporation
        and
        the Corporation's Parent or Subsidiaries shall not be considered a termination
        of employment. Nor shall it be considered a termination of employment for
        such
        purposes if an employee is placed on military or sick leave or such other
        leave
        of absence which is considered as continuing intact the employment relationship;
        in such a case, the employment relationship shall be continued until the
        date
        when an employee's right to reemployment shall no longer be guaranteed either
        by
        law or contract.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                13.

              	
                Written
                  Agreement

              


      

      


      Each
        Grant Agreement entered into between the Corporation and a grantee with respect
        to an Option granted under the Plan shall incorporate the terms of the Plan
        and
        shall contain such provisions, consistent with the provisions of the Plan,
        as
        may be established by the Committee.

      


      
        	
                14.

              	
                Non-Uniform
                  Determinations

              


      

      


      The
        Committee's determinations under the Plan (including without limitation
        determinations of the persons to receive Options, the form, amount and timing
        of
        such Options, the terms and provisions of such Options and the agreements
        evidencing same) need not be uniform and may be made by it selectively among
        persons who receive, or are eligible to receive, grants of Options under
        the
        Plan, whether or not such persons are similarly situated.

      


      
        	
                15.

              	
                Limitation
                  on Benefits

              


      

      


      With
        respect to persons subject to Section 16 of the Exchange Act, transactions
        under
        the Plan are intended to comply with all applicable conditions of Rule 16b-3.
        To
        the extent any provision of the Plan or action by the Committee fails to
        so
        comply, it shall be deemed null and void, to the extent permitted by law
        and
        deemed advisable by the Committee.

      


      
        	
                16.

              	
                Listing
                  and Registration

              


      

      


      If
        the
        Corporation determines that the listing, registration or qualification upon
        any
        securities exchange or upon any listing or Nasdaq System or under any law,
        of
        shares subject to any Option is necessary or desirable as a condition of,
        or in
        connection with, the granting of same or the issue or purchase of shares
        thereunder, no such Option may be exercised in whole or in part and no
        restrictions on such Option shall lapse, unless such listing, registration
        or
        qualification is effected free of any conditions not acceptable to the
        Corporation.

      


      
        	
                17.

              	
                Compliance
                  with Securities Law

              


      

      


      Shares
        of
        Stock shall not be issued with respect to an Option granted under the Plan
        unless the exercise of such Option and the issuance and delivery of share
        certificates for such Stock pursuant thereto shall comply with all relevant
        provisions of law, including, without limitation, the Securities Act, the
        Exchange Act, the rules and regulations promulgated thereunder, and the
        requirements of any national securities exchange or Nasdaq System upon which
        the
        Stock may then be listed or quoted, and shall be further subject to the approval
        of counsel for the Corporation with respect to such compliance to the extent
        such approval is sought by the Committee.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                18.

              	
                No
                  Limit on Other Compensation
                  Arrangements

              


      

      


      Nothing
        contained in the Plan shall prevent the Corporation or its Parent or Subsidiary
        corporations from adopting or continuing in effect other compensation
        arrangements (whether such arrangements be generally applicable or applicable
        only in specific cases) as the Committee in its discretion determines desirable,
        including without limitation the granting of stock options otherwise than
        under
        the Plan.

      


      
        	
                19.

              	
                No
                  Trust or Fund Created

              


      

      


      Neither
        the Plan nor any Option shall create or be construed to create a trust or
        separate fund of any kind or a fiduciary relationship between the Corporation
        and a grantee or any other person. To the extent that any grantee or other
        person acquires a right to receive payments from the Corporation pursuant
        to an
        Option, such right shall be no greater than the right of any unsecured general
        creditor of the Corporation.

      


      
        	
                20.

              	
                Governing
                  Law

              


      

      


      The
        validity, construction and effect of the Plan, of Grant Agreements entered
        into
        pursuant to the Plan, and of any rules, regulations, determinations or decisions
        made by the Board or Committee relating to the Plan or such Grant Agreements,
        and the rights of any and all persons having or claiming to have any interest
        therein or thereunder, shall be determined exclusively in accordance with
        applicable federal laws and the laws of the State of Maryland, without regard
        to
        its conflict of laws rules and principles.

      


      
        	
                21.

              	
                Plan
                  Subject to Certificate of Incorporation and
                  By-Laws

              


      

      


      The
        Plan
        is subject to the Certificate of Incorporation and By-Laws of the Corporation,
        as they may be amended from time to time.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                22.

              	
                Effective
                  Date; Termination Date

              


      

      


      The
        Plan
        was effective as of the date on which the Plan was adopted by the board of
        directors of Rexahn, Corp, and approved by Rexahn, Corp's stockholders on
        August
        5, 2003. No Option shall be granted under the Plan after the close of business
        on the day immediately preceding the tenth anniversary of the effective date
        of
        the Plan. Subject to other applicable provisions of the Plan, all Options
        granted under the Plan prior to such termination of the Plan shall remain
        in
        effect until such Options have been satisfied or terminated in accordance
        with
        the Plan and the terms of such Options.

      


      


      


      Date
        Approved by the board of directors of Rexahn, Corp: August 5, 2003

      


      Date
        Approved by Rexahn, Corp's shareholders: August 5, 2003

      


      Date
        Assumed by Rexahn Pharmaceuticals, Inc.: May 13, 2005