Exhibit 4.5.1


    
      

    

    

      Exhibit
        4.5.1

       

       

      REXAHN
        CORPORATION

      STOCK
        OPTION PLAN

      


      STOCK
        OPTION GRANT AGREEMENT

      


      


      THIS
        AGREEMENT, made as of the __th day of __________, 200__ (the "Grant Date"),
        by
        and between (i) Rexahn Corporation, a Maryland corporation (the "Company"),
        and
        (ii) ________________, an individual who is employed by the Company
        ("Optionee"). 

       

      WHEREAS,
        the Board of Directors (the "Board") and stockholders of the Company have
        duly
        adopted and approved the Rexahn Corporation Stock Option Plan (the "Plan");
        and

       

      WHEREAS,
        in order to provide an incentive to Optionee to remain in the employ of the
        Company and for such other purposes as are set forth in the Plan, the Committee
        responsible for administration of the Plan has determined to grant an option
        to
        Optionee as provided herein.

       

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

       

      
        	 	
                1.

              	
                Grant
                  of Option.

              


      

       

      1.1.    Subject
        to the terms and conditions hereafter set forth including, without limitation,
        Optionee's compliance with Optionee's representations, covenants and agreements
        in Sections 13 through 20 hereof inclusive and Optionee's execution
        contemporaneously with this Agreement of the Stockholder's Agreement of even
        date herewith (the "Stockholder's Agreement"), the Company hereby grants
        to
        Optionee the right and option (the "Option") to purchase all or any part of
        an aggregate of ______ whole shares of Common Stock of the Company (the
        "Shares").

       

      1.2.    This
        Agreement shall be construed in accordance and consistent with, and subject
        to,
        the provisions of the Plan (the provisions of which are incorporated herein
        by
        reference) and, except as otherwise expressly set forth herein, the capitalized
        terms used in this Agreement shall have the same definitions as set forth
        in the
        Plan. In the event any provision of this Agreement shall conflict with any
        of
        the terms in the Plan as constituted on the Grant Date, the terms of the
        Plan as
        constituted on the Grant Date shall control.

       

      
        	 	
                2.

              	
                Purchase
                  Price.

              


      

       

      The
        price
        at which Optionee shall be entitled to purchase the Shares upon the exercise
        of
        the Option shall be $_____ per Share (the "Exercise Price"). 

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      
        	 	
                3.

              	
                Duration of Option.

              


      

       

      The
        Option shall be exercisable to the extent and in the manner provided herein
        for
        a period of ten (10) years from the Grant Date (the "Exercise Term");
provided,
        however,
        that
        the Option may be terminated earlier, as provided in Sections 5.1, 5.3, 7.1
        and
        22 hereof. 

       

      
        	 	
                4.

              	
                Vesting
                  of Option.

              


      

       

      4.1.   So
        long
        as Optionee shall be employed by the Company and Optionee shall not have
        violated the provisions of Sections 13 through 20 hereof inclusive, and further
        subject to the provisions of the Plan and this Agreement regarding the duration
        of the Option and the period during which the Option may be exercised, except
        as
        provided in Section 4.2 hereof, Optionee shall become vested in the Shares
        as
        follows:

       

      (a)   Thirty
        percent (30%) of the Shares shall vest on the first (1st) anniversary of
        the
        Grant Date;

       

      (b)   Thirty
        percent (30%) of the Shares shall vest on the second (2nd) anniversary of
        the
        Grant Date; and,

       

      (c)   Forty
        percent (40%) of the Shares shall vest on the third (3rd) anniversary of
        the
        Grant Date.

       

      4.2.   Notwithstanding
        Section 4.1 hereof, but subject to the provisions of the Plan and this Agreement
        regarding the duration of the Option and the Period during which the Option
        may
        be exercised, Optionee shall become one hundred percent (100%) vested in
        the
        Shares if any of the following shall occur prior to the termination or
        expiration of the Option: (i) a Qualified Public Offering, as defined in
        Section 4.3 hereof; (ii) an Offer to Buy the Company, which the Majority
        Shareholders desire to accept, as provided in Section 5.1 hereof; or
        (iii) the liquidation, dissolution, merger or consolidation of the Company,
        as provided in Section 5.2 hereof. 

       

      4.3.   For
        purposes of Section 4.2 hereof, a "Qualified Public Offering" shall mean
        the
        first offer for sale of Common Stock of the Company, in any single transaction
        or series of related transactions, pursuant to an effective registration
        filed
        by the Company under the Securities Act of 1933, as amended, in which the
        Company receives aggregate gross proceeds (before deduction of underwriting
        discounts and expenses of sale) of Twenty Million Dollars ($20,000,000).
        

       

      4.4.   For
        purposes of this Agreement, the Shares which are vested are referred to as
        "Vested Shares". The Option may be exercised with respect to the Vested Shares,
        as provided under the applicable provisions of this Agreement. 

       

      
        
          
            
            

          

          
            -
              2
              -

            
              

            

          

          
            
            

          

        

      

      


      
        	 	
                5.

              	
                Effect
                  in Change of Control.

              


      

       

      In
        the
        event of any Change of Control (as defined in the Plan), each outstanding
        Option
        shall automatically accelerate so that each such Option shall, immediately
        prior
        to the effective date of the Change of Control, become fully exercisable
        for all
        of the Shares at the time subject to such Option and may be exercised for
        any or
        all of those Shares as fully-vested Options. However, an outstanding Option
        shall NOT so accelerate if and to the extent such Option is, in connection
        with
        the Change of Control, either to be assumed by the successor corporation
        (or
        parent thereof) or to be replaced with a comparable Option for shares of
        the
        capital stock of the successor corporation (or the parent thereof). The
        determination of Option comparability shall be made by the administrator
        of the
        Plan, and its determination shall be final, binding and conclusive.

       

      
        	 	
                6.

              	
                Manner of Exercise and Payment.

              


      

       

      6.1.   The
        Option may be exercised only if compliance with all applicable Federal and
        state
        securities laws can be effected and only by (a) Optionee's completion, execution
        and delivery to the Company of a Notice of Exercise substantially in the
        form
        attached hereto as Exhibit A and an investment letter (if required by the
        Company) as supplied by the Company, and (b) the payment to the Company,
        by
        check, of an amount equal to the amount obtained by multiplying the Exercise
        Price by the number of Vested Shares being purchased pursuant to such exercise,
        as shall be specified by Optionee in such Notice of Exercise. 

       

      6.2.   Upon
        receipt of Notice of Exercise and full payment of the Exercise Price for
        the
        Vested Shares in respect of which the Option is being exercised, the Company
        shall take such action as may be necessary to effect the transfer to Optionee
        of
        the number of Vested Shares as to which such exercise was
        effective.

       

      6.3.   Optionee
        shall not be deemed to be the owner of any of the Shares unless and until:
        (i)
        the Option shall have been exercised pursuant to the terms of this Agreement
        and
        Optionee shall have paid the full purchase price for the number of Shares
        in
        respect of which the Option was exercised; (ii) Optionee shall have satisfied
        all of Optionee's obligations regarding the withholding of taxes, as provided
        in
        Section 12 hereof; (iii) the Company shall have issued and delivered the
        Vested Shares to Optionee; and (iv) Optionee's name shall have been entered
        as a shareholder of record on the books of the Company, whereupon Optionee
        shall
        have full dividend and other ownership rights with respect to such Shares,
        subject to the terms and conditions of the Stockholder's Agreement.


       

      
        	 	
                7.

              	
                Termination of Employment.
                  

              


      

       

      7.1.   Termination
        By Reason of Death or Disability.
        If the
        Optionee's employment is terminated by reason of his death or Disability,
        the
        Options that have not yet vested as of the termination date will accelerate
        and
        be deemed to be vested as of the termination date, and the Optionee (or,
        if
        applicable, his representative or his estate) will be permitted to exercise
        any
        or all of the then unexercised Options during the six-month period immediately
        following the termination date. 

       

      "Disability"
        shall mean a physical or mental impairment that prevents the Optionee from
        performing the essential duties of his position, with or without reasonable
        accommodation, for (i) a period of ninety (90) consecutive calendar days,
        or
        (ii) an aggregate of ninety (90) work days in any six (6) month period. The
        determination of whether the Optionee incurred a Disability shall be made
        by the
        Board, in its sole discretion, after consultation with the Optionee's
        physician.

       

      
        
          
            
            

          

          
            -
              3
              -

            
              

            

          

          
            
            

          

        

      

      


      7.2.   Termination
        by the Board with Cause.
        If the
        Optionee's employment is terminated by the Board with Cause, all of the vested
        and unvested Options held by the Optionee as of the termination date will
        be
        cancelled, and the Optionee will not be permitted to exercise any of his
        Options
        following the termination date. 

       

      "Cause"
        shall mean (i) the commission by the Employee of an act of malfeasance,
        dishonesty, fraud, or breach of trust against the Company or any of its
        employees, clients, or suppliers, (ii) the material breach by the Employee
        of
        any of his obligations under this Agreement, or any other agreement between
        the
        Employee and the Company, (iii) the Employee's failure to comply in all material
        respects with the Company's written policies; (iv) the Employee's failure,
        neglect, or refusal to perform his duties under this Agreement, or to follow
        the
        lawful written directions of the Board, (v) the Employee's indictment,
        conviction of, or plea of guilty or no contest to, any felony or any crime
        involving moral turpitude, (vi) any act or omission by the Employee involving
        dishonesty or fraud or that is, or is reasonably likely to be, injurious
        to the
        financial condition or business reputation of the Company, or that otherwise
        is
        injurious to the Company's employees, clients, or suppliers, or (vii) the
        inability of the Employee, as a result of repeated alcohol or drug use, to
        perform the duties and/or responsibilities of his position.

       

      7.3.   Termination
        by the Board without Cause.
        If the
        Optionee's employment is terminated by the Board without Cause (and not as
        a
        result of a Disability), the Options that have not yet vested as of the
        termination date will terminate, and the Optionee will be permitted to exercise
        any or all of his vested and unexercised Options during the ninety-day period
        immediately following the termination date. 

       

      7.4.   Termination
        by the Board Following a Change of Control.
        If the
        Optionee's employment is terminated by the Board without Cause (and not as
        a
        result of death or a Disability), and such termination date falls within
        the
        one-year period immediately following a "Change of Control" (as defined in
        the
        Plan), the Options that have not yet vested as of the termination date will
        accelerate and be deemed to be vested as of the termination date, and the
        Optionee will be permitted to exercise any or all of the then unexercised
        Options during the ninety-day period immediately following the termination
        date.

       

      7.5.   Termination
        by the Optionee.
        If the
        Optionee terminates his employment, the Options that have not yet vested
        as of
        the termination date will terminate, and the Optionee will be permitted to
        exercise any or all of his vested and unexercised Options during the thirty-day
        period immediately following the termination date. 

       

      
        	 	
                8.

              	
                No
                  Pre-Emptive Rights or Registration Rights.

              


      

       

      Optionee
        shall not be entitled to any pre-emptive rights with respect to the Company's
        issuance of any Common Stock or other securities, nor shall Optionee be entitled
        to registration rights with respect to any Shares in the event that the Company
        files a registration statement under the Securities Act of 1933 with respect
        to
        the Common Stock or any other securities. 

       

      
        
          
            
            

          

          
            -
              4
              -

            
              

            

          

          
            
            

          

        

      

      


      
        	 	
                9.

              	
                Nontransferability.

              


      

       

      The
        Option granted hereunder shall not be transferable by Optionee other than
        by
        will or the laws of descent and distribution and the Option may be exercised
        during the lifetime of Optionee only by Optionee or his or her guardian or
        legal
        representative. The terms of the Option shall be final, binding and conclusive
        upon the beneficiaries, executors, administrators, heirs and successors of
        Optionee.

       

      
        	 	
                10.

              	
                No Right to Continued Employment.

              


      

       

      Nothing
        in this Agreement or the Plan shall be interpreted or construed to confer
        upon
        Optionee any right with respect to continuance of employment by the Company,
        nor
        shall this Agreement or the Plan interfere in any way with the right of the
        Company to terminate Optionee's employment at any time. By Optionee's execution
        of this Agreement, Optionee acknowledges that Optionee's employment with
        the
        Company is "at will". No change of Optionee's duties as an employee of the
        Company shall result in, or be deemed to be, a modification of any terms
        of this
        Agreement.

       

      
        	 	
                11.

              	
                Adjustments.

              


      

       

      In
        the
        event of a reclassification, recapitalization, stock split, stock dividend,
        combination of shares, or other similar event with respect to the Common
        Stock,
        the Committee may make appropriate adjustments to the number and class of
        Shares
        or other stock or securities subject to the Option and the purchase price
        for
        such Shares or other stock or securities. The Committee's adjustment shall
        be made in accordance with the provisions of Section 9 of the Plan
        and shall be effective and final, binding and conclusive for all purposes
        of the Plan and this Agreement.

       

      
        	 	
                12.

              	
                Withholding of Taxes.

              


      

       

      At
        such
        times as Optionee exercises the Option, Optionee shall pay to the Company
        in
        cash an amount equal to the Federal, state and local income taxes and other
        amounts as may be required by law to be withheld by the Company in connection
        with exercise of the Option (the "Withholding Taxes") prior to the issuance
        of
        the Shares in respect of which the Option was exercised. The Company shall
        have
        the right to deduct from any payment of cash to which Optionee is entitled
        from
        the Company an amount equal to the Withholding Taxes in satisfaction of the
        obligation to pay Withholding Taxes. In satisfaction of the Withholding Taxes,
        Optionee may make a written election, which may be accepted or rejected in
        the
        sole discretion of the Committee, to have withheld a portion of the Shares
        issuable to him upon exercise of the Option, having an aggregate Fair Market
        Value, on the date preceding the date of such issuance, equal to the Withholding
        Taxes.


      
        
          
          

        

        
          -
            5
            -

          
            

          

        

        
          
          

        

      


      
        	 	
                13.

              	
                Treatment
                  of Information.
                  

              


      

       

      13.1.   Optionee
        acknowledges that, in and as a result of Optionee's employment by the Company,
        Optionee shall or may be making use of, acquiring and/or adding to confidential
        information of a special and unique nature and value relating to such matters
        as
        the Company's trade secrets, systems, programs, procedures, manuals,
        confidential reports and communications and lists of customers and clients.
        Optionee further acknowledges that any information and materials received
        by the
        Company from third parties in confidence (or subject to nondisclosure or
        similar
        covenants) shall be deemed to be and shall be confidential information within
        the meaning of this Section 13. As a material inducement to the Company to
        grant
        to Optionee the Option, Optionee covenants and agrees that Optionee shall
        not,
        except with the prior written consent of the Company, or except if Optionee
        is
        acting as an employee of the Company solely for the benefit of the Company
        in
        connection with the Company's business and in accordance with the Company's
        business practices and employee policies, at any time during or following
        the
        term of Optionee's employment by the Company, directly or indirectly, disclose,
        divulge, reveal, report, publish, transfer or use, for any purpose whatsoever,
        any of such information which has been obtained by or disclosed to Optionee
        as a
        result of Optionee's employment with the Company, including any of the
        information referred to in Section 14 hereof. 

       

      13.2.   Disclosure
        of any of the information referred to in Section 13.1 hereof shall not be
        prohibited if such disclosure is directly related to a valid and existing
        order
        of a court or other governmental body or agency within the United States;
        provided, however, that (i) Optionee shall first have given prompt notice
        to the Company of any possible or prospective order (or proceeding pursuant
        to
        which any such order may result) and (ii) the Company shall have been afforded
        a
        reasonable opportunity to prevent or limit any such disclosure.

       

      
        	 	
                14.

              	
                Definition
                  of Protected Information.

              


      

       

      14.1.   For
        purposes of this Agreement, the term "Protected Information" shall mean all
        of
        the information referred to in Section 13 hereof and all of the following
        materials and information (whether or not reduced to writing and whether
        or not
        patentable or protectible by copyright) which Optionee receives, receives
        access
        to, conceives or develops or has received, received access to, conceived
        or
        developed, in whole or in part, directly or indirectly, in connection with
        Optionee's employment with the Company or in the course of Optionee's employment
        with the Company (in any capacity, whether executive, managerial, planning,
        technical, sales, research, development, manufacturing, engineering or
        otherwise) or through the use of any of the Company's facilities or
        resources:

       

      (a)   Application,
        operating system, data base, communication and other computer software, whether
        now or hereafter existing, developed for use on any operating system, all
        modifications, enhancements and versions and all options available with respect
        thereto, and all future products developed or derived therefrom;

       

      (b)   Source
        and object codes, flowcharts, algorithms, coding sheets, routines, sub-routines,
        compilers, assemblers, design concepts and related documentation and
        manuals;

       

      (c)   Production
        processes, marketing techniques and arrangements, mailing lists, purchasing
        information, pricing policies, quoting procedures, financial information,
        customer and prospect names and requirements, employee, customer, supplier
        and
        distributor data and other materials or information relating to the Company's
        business and activities and the manner in which the Company does
        business;


      
        
          
          

        

        
          -
            6
            -

          
            

          

        

        
          
          

        

      


      (d)   Discoveries,
        concepts and ideas including, without limitation, the nature and results
        of
        research and development activities, processes, formulas, inventions,
        computer-related equipment or technology, techniques, "know-how", designs,
        drawings and specifications; 

       

      (e)   Any
        other
        materials or information related to the business or activities of the Company
        which are not generally known to others engaged in similar businesses or
        activities; and

       

      (f)   All
        ideas
        which are derived from or relate to Optionee's access to or knowledge of
        any of
        the above enumerated materials and information.

       

      14.2.       
        Failure
        to mark any of the Protected Information as confidential, proprietary or
        Protected Information shall not affect its status as part of the Protected
        Information under the terms of this Agreement.

       

      14.3.      
        For
        purposes of this Agreement, the term "Protected Information" shall not include
        information which is or becomes publicly available without breach of (i)
        this
        Agreement, (ii) any other agreement or instrument to which the Company is
        a
        party or a beneficiary or (iii) any duty owed to the Company by Optionee or
        any third party; provided, however, that Optionee hereby acknowledges and
        agrees
        that, except as otherwise provided in Section 13.2 hereof, if Optionee shall
        seek to disclose, divulge, reveal, report, publish, transfer or use, for
        any
        purpose whatsoever, any Protected Information, Optionee shall bear the burden
        of
        proving that any such information shall have become publicly available without
        any such breach.

       

      
        	 	
                15.

              	
                Ownership
                  of Information.
                  

              


      

       

      15.1.       
        Optionee
        covenants and agrees that all right, title and interest in any Protected
        Information shall be and shall remain the exclusive property of the Company;
        provided, however, that the foregoing shall not apply to any invention for
        which
        no equipment, supplies, facility or Protected Information of the Company
        was
        used, which was developed entirely on Optionee's own time, and which does
        not
        (i) relate to the business of the Company, (ii) relate to the Company's actual
        or demonstrably anticipated research or development or (iii) result from
        any work performed by Optionee for the Company. Optionee agrees immediately
        to
        disclose to the Company all Protected Information developed in whole or in
        part
        by Optionee during the term of Optionee's employment with the Company and
        to
        assign to the Company any right, title or interest Optionee may have in such
        Protected Information. Optionee agrees to execute any instruments and to
        do all
        other things reasonably requested by the Company (both during and after
        Optionee's employment with the Company) in order to vest more fully in the
        Company all ownership rights in those items hereby transferred by Optionee
        to
        the Company.

       

      15.2.        If
        any
        one or more of the items described in Section 15.1 above are protectible
        by
        copyright and are deemed in any way to fall within the definition of "work
        made
        for hire," as such term is defined in 17 U.S.C. §101, such work shall be
        considered a "work made for hire," the copyright of which shall be owned
        solely,
        completely and exclusively by the Company. If any one or more of the
        aforementioned items are protectible by copyright and are not considered
        to be
        included in the categories of works covered by the "work made for hire"
        definition contained in 17 U.S.C. §101, such items shall be deemed to be
        assigned and transferred completely and exclusively to the Company by virtue
        of
        the execution of this Agreement.


      
        
          
          

        

        
          -
            7
            -

          
            

          

        

        
          
          

        

      


      
        	 	
                16.

              	
                Materials.
                  

              


      

       

      All
        notes, data, tapes, reference items, sketches, drawings, memoranda, records
        and
        other materials in any way relating to any of the information referred to
        in
        Sections 13 and 14 hereof (including, without limitation, any Protected
        Information) or to the Company's business shall belong exclusively to the
        Company and Optionee agrees to turn over to the Company all copies of such
        materials in Optionee's possession or under Optionee's control at the request
        of
        the Company or, in the absence of such a request, upon the termination of
        employment of Optionee.

       

      
        	 	
                17.

              	
                Covenants
                  Not to Compete or Hire Employees.
                  

              


      

       

      It
        is
        recognized and understood by the parties hereto that Optionee, through
        Optionee's association with the Company as an employee, shall acquire a
        considerable amount of knowledge and goodwill with respect to the business
        of
        the Company, which knowledge and goodwill are extremely valuable to the Company
        and which would be extremely detrimental to the Company if used by Optionee
        to
        compete with the Company. It is, therefore, understood and agreed by the
        parties
        hereto that, because of the nature of the business of the Company, it is
        necessary to afford fair protection to the Company from such competition
        by
        Optionee. Consequently, as a material inducement to the Company to grant
        Optionee the Option, Optionee covenants and agrees that for the period
        commencing with the date hereof and ending one (1) year after Optionee's
        termination of employment from the Company for any reason whatsoever, Optionee
        shall not (a) engage, directly, indirectly or in concert with any other person
        or entity, in any activity, any service or promote any product which in any
        way
        competes with any service or product provided, sold, licensed or promoted
        by the
        Company or (b) directly or indirectly, solicit or divert or attempt to solicit
        or divert from the Company any customer, client, account or business of the
        Company. Optionee further covenants and agrees that for the period commencing
        with the date hereof and ending one (1) year after Optionee's termination
        of
        employment from the Company for any reason whatsoever, Optionee shall not,
        directly or indirectly, hire or engage or attempt to hire or engage any employee
        of the Company, whether for or on behalf of Optionee or for any entity in
        which
        Optionee shall have a direct or indirect interest (or any subsidiary or
        affiliate of any such entity), whether as a proprietor, partner, co-venturer,
        financier, investor or stockholder, director, officer, employer, employee,
        servant, agent, representative or otherwise.

       

      
        	 	
                18.

              	
                No
                  Prior Agreements.
                  

              


      

       

      Optionee
        represents that Optionee's performance of all the terms of this Agreement
        and
        any services to be rendered as an employee of the Company do not and shall
        not
        breach any fiduciary or other duty or any covenant, agreement or understanding
        (including, without limitation, any agreement relating to any proprietary
        information, knowledge or data acquired by Optionee in confidence, trust
        or
        otherwise prior to Optionee's employment by the Company) to which Optionee
        is a
        party or by the terms of which Optionee may be bound. Optionee covenants
        and
        agrees that Optionee shall not disclose to the Company, or induce the Company
        to
        use, any such proprietary information, knowledge or data belonging to any
        previous employer or others. Optionee further covenants and agrees not to
        enter
        into any agreement or understanding, either written or oral, in conflict
        with
        the provisions of this Agreement.


      
        
          
          

        

        
          -
            8
            -

          
            

          

        

        
          
          

        

      


      
        	 	
                19.

              	
                Injunctive
                  Relief.
                  

              


      

       

      Optionee
        understands and agrees that the Company will suffer irreparable harm in the
        event that Optionee breaches any of Optionee's obligations under Sections
        13,
        15, 16, 17 or 18 hereof and that monetary damages will be inadequate to
        compensate the Company for such breach. Accordingly, Optionee agrees that,
        in
        the event of a breach or threatened breach by Optionee of any of the provisions
        of Sections 13, 15, 16, 17 or 18 hereof, the Company, in addition to and
        not in
        limitation of any other rights, remedies or damages available to the Company
        at
        law or in equity, shall be entitled to a temporary restraining order,
        preliminary injunction and permanent injunction in order to prevent or to
        restrain any such breach by Optionee, or by any or all of Optionee's partners,
        co-venturers, employers, employees, servants, agents, representatives and
        any
        and all persons directly or indirectly acting for, on behalf of or with
        Optionee.

       

      
        	 	
                20.

              	
                Accounting
                  for Profits; Indemnification.
                  

              


      

       

      Optionee
        covenants and agrees that, if Optionee shall violate any of Optionee's covenants
        or agreements contained in Sections 13, 15, 16 or 17 hereof, the Company
        shall
        be entitled to an accounting and repayment of all profits, compensation,
        royalties, commissions, remunerations or benefits which Optionee directly
        or
        indirectly shall have realized or may realize relating to, growing out of
        or in
        connection with any such violation; such remedy shall be in addition to and
        not
        in limitation of any injunctive relief or other rights or remedies to which
        the
        Company is or may be entitled at law or in equity or otherwise under this
        Agreement. Optionee hereby agrees to defend, indemnify and hold harmless
        the
        Company against and in respect of: (i) any and all losses and damages
        resulting from, relating or incident to, or arising out of any misrepresentation
        or breach by Optionee of any warranty, covenant or agreement made or contained
        in this Agreement; and (ii) any and all actions, suits, proceedings, claims,
        demands, judgments, costs and expenses (including reasonable attorneys' fees)
        incident to the foregoing.

       

      
        	 	
                21.

              	
                Reasonableness
                  of Restrictions.
                  

              


      

       

      OPTIONEE
        HAS CAREFULLY READ AND CONSIDERED THE PROVISIONS OF SECTIONS 13 THROUGH 20
        HEREOF INCLUSIVE AND, HAVING DONE SO, AGREES THAT THE RESTRICTIONS SET FORTH
        IN
        SUCH SECTIONS ARE FAIR AND REASONABLE AND ARE REASONABLY REQUIRED FOR THE
        PROTECTION OF THE INTERESTS OF THE CORPORATION, AND ITS OFFICERS, DIRECTORS,
        STOCKHOLDERS AND EMPLOYEES. OPTIONEE FURTHER AGREES THAT ALL SUCH PROVISIONS
        ARE
        IN FURTHERANCE AND NOT IN LIMITATION OF ANY OTHER COVENANTS AND RESTRICTIONS
        APPLICABLE TO OPTIONEE.

       

      
        	 	
                22.

              	
                Forfeiture
                  of Right to Exercise Option.
                  

              


      

       

      Any
        breach by Optionee of any of Optionee's representations, covenants or agreements
        in Sections 13 through 20 hereof inclusive shall result in the forfeiture,
        as of
        the date of such breach, of all rights to exercise the Option. 


      
        
          
          

        

        
          -
            9
            -

          
            

          

        

        
          
          

        

      


      
        	 	
                23.

              	
                Optionee Bound by the Plan.

              


      

       

      Optionee
        hereby acknowledges receipt of a copy of the Plan and agrees to be bound
        by all
        the terms and provisions thereof.

       

      
        	 	
                24.

              	
                Modification
                  of Agreement.

              


      

       

      This
        Agreement may be modified, amended, suspended or terminated, and any terms
        or
        conditions may be waived, but only by a written instrument executed by the
        parties hereto.

       

      
        	 	
                25.

              	
                Severability.
                  

              


      

       

      Whenever
        possible, each provision in this Agreement shall be interpreted in such manner
        as to be effective and valid under applicable law, but if any provision of
        this
        Agreement shall be held by a court of competent jurisdiction to be prohibited
        by
        or invalid or unenforceable under applicable law, then (a) such provision
        shall be deemed amended to accomplish the objectives of the provision as
        originally written to the fullest extent permitted by law and (b) all other
        provisions of this Agreement shall remain in full force and effect.

       

      
        	 	
                26.

              	
                Governing Law.

              


      

       

      The
        validity, interpretation, construction and performance of this Agreement
        shall
        be governed by the laws of the State of Maryland without giving effect to
        the
        conflicts of laws principles thereof.

       

      
        	 	
                27.

              	
                Successors in Interest.

              


      

       

      This
        Agreement shall inure to the benefit of and be binding upon any successor
        to the
        Company. This Agreement shall inure to the benefit of Optionee's legal
        representatives. All obligations imposed upon Optionee and all rights granted
        to
        the Company under this Agreement shall be final, binding and conclusive upon
        Optionee's heirs, executors, administrators and successors. As used in Sections
        13 through 20 hereof inclusive and this Section 27, the term "Company" shall
        also include any corporation which is a parent or a subsidiary of the Company
        or
        any corporation or entity which is an affiliate of the Company by virtue
        of
        common (although not identical) ownership. Optionee hereby consents to the
        enforcement of any and all of the provisions of this Agreement by or for
        the
        benefit of the Company and any such other corporation or entity.

       

      
        	 	
                28.

              	
                Resolution of Disputes.

              


      

       

      Any
        dispute or disagreement which may arise under, or as a result of, or in any
        way
        relate to, the interpretation, construction or application of this Agreement
        shall be determined by the Committee. Any determination made hereunder shall
        be
        final, binding and conclusive on Optionee and Company for all
        purposes.

       

      
        	 	
                29.

              	
                Specific
                  Performance.
                  

              


      

       

      Strict
        compliance by Optionee shall be required with each and every provision of
        this
        Agreement and particularly with the procedures set forth in Section 5 hereof.
        The parties hereto agree that the Shares are unique, that Optionee's failure
        to
        perform the obligations provided by this Agreement will result in irreparable
        damage to the Company and that specific performance of Optionee's obligations
        may be obtained by suit in equity.


      
        
          
          

        

        
          -
            10
            -

          
            

          

        

        
          
          

        

      


      
        	 	
                30.

              	
                Interpretation.
                  

              


      

       

      30.1.    This
        Agreement, the Plan and the Stockholder's Agreement set forth all of the
        promises, agreements, condi-tions, understandings, warranties and
        representations between the parties hereto with respect to the Option and
        the
        Shares, and there are no promises, agreements, conditions, understandings,
        warranties or representations, oral or written, express or implied, between
        them
        with respect to the Option or the Shares other than as set forth herein and
        in
        the Plan, as amended. Any and all prior agreements between the parties hereto
        with respect to the Shares or the Option are hereby revoked. This Agreement,
        the
        Plan and the Stockholder's Agreement, are intended by the parties to be an
        integration of any and all prior agreements or understandings, oral or written,
        with respect to the Option and the Shares.

       

      30.2.    The
        captions herein are for reference purposes only and in no way define or limit
        the scope or content of this Agreement or in any way affect the interpretation
        of its provisions. 

       

      
        	 	
                31.

              	
                Notices.
                  

              


      

       

      Any
        and
        all notices provided for herein shall be sufficient if in writing and shall
        either be hand delivered, with receipt therefor, or sent by Federal Express
        or
        other nationally recognized courier, or by certified or registered mail,
        postage
        prepaid, return receipt requested, in the case of the Company, to its principal
        office, and, in the case of Optionee, to Optionee's address as shown on the
        Company's records. A notice that is sent by Federal Express or other nationally
        recognized courier or that is sent by certified or registered mail will be
        deemed given on the earlier of the date the notice is received by the addressee
        or three (3) business days after the date the notice is sent. Either party
        may
        change the address to which notices or other communications are to be delivered
        to them hereunder by giving written notice to the other party as provided
        in
        this paragraph.


      
        
          
          

        

        
          -
            11
            -

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties hereto have duly executed and delivered this
        Agreement, or caused this Agreement to be duly executed and delivered in
        their
        name and on their behalf, as of the day and year first above
        written.

       

      
        	 	
                COMPANY:

              
	 	 
	 	
                REXAHN
                  CORPORATION, a Maryland corporation

              
	 	 	 
	 	 	 
	 	
                By:

              	
                  

              
	 	
                Name:

              	
                  

              
	 	
                Title:

              	
                  

              
	 	 	 
	 	
                OPTIONEE:

              
	 	 	 
	 	 	 
	 	
                  

              
	 	 	 
	 	
                Name:

              	
                  

              


      


      
        
          
          

        

        
          -
            12
            -

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

      


      NOTICE
        AND REQUEST OF EXERCISE

      OF

      OPTION
        TO PURCHASE

      SHARES
        OF STOCK

      OF

      REXAHN
        CORPORATION

      


      The
        undersigned Optionee of the Stock Option Plan (the "Plan") of Rexahn
        Corporation, a Maryland corporation (the "Company"), does by this notice
        request
        that the Company issue to the undersigned that number of Shares specified
        below
        at the price per Share specified below pursuant to the exercise of Optionee's
        Option under the Plan and the Stock Option Grant Agreement (the "Agreement")
        between the undersigned and the Company.

      


      Simultaneously
        herewith, the undersigned delivers to the Company the purchase price for
        the
        Shares (i.e.,
        that
        amount which is obtained by multiplying the number of the Shares in D below
        by
        the price specified), in cash or by good check, in accordance with Section
        6 of
        the Agreement or as otherwise provided under the Plan.

      


      The
        undersigned hereby represents and warrants that the undersigned has read
        and
        understands the Plan and the Agreement and the terms and conditions set forth
        therein under which the Shares are acquired, shall be held and may be disposed,
        and hereby ratifies and confirms such terms and conditions.

      


      The
        undersigned hereby represents and warrants that the undersigned understands
        that
        the undersigned's rights with respect to the Shares being acquired pursuant
        to
        the exercise of the Option are restricted by the terms and conditions of
        a
        Stockholder's Agreement, and hereby ratifies and confirms such terms and
        conditions.

      


      The
        undersigned hereby represents and warrants that the undersigned is acquiring
        the
        Shares for the undersigned's own account (and not on behalf of any other
        persons) and without any present view to making a public offering or
        distribution of same and without any present intention of selling same at
        any
        particular time or at any particular price or upon the occurrence of any
        particular event or circumstances (except as set forth in the Plan and the
        Agreement). The undersigned understands that restrictions on transfer of
        the
        Shares by virtue of securities laws may require that the undersigned hold
        the
        Shares for an indefinite period of time.


      
        
          
          

        

        
          -
            13
            -

          
            

          

        

        
          
          

        

      


      The
        undersigned acknowledges and understands that in connection with the acquisition
        of the Shares by the undersigned: (1) The Company has informed the undersigned
        that the Shares are not registered under the Securities Act of 1933, as amended
        (the "Act"), or the applicable state securities or Blue Sky law or laws and
        that
        the Shares may not be transferred or otherwise disposed of unless the Shares
        are
        subsequently registered under the Act and the applicable state securities
        or
        Blue Sky law or laws or an exemption from such registration requirements
        is
        available; (2) that the Shares have not been approved or disapproved by the
        Securities and Exchange Commission or any State securities commission or
        other
        regulatory authority, nor have any of such authorities passed upon or endorsed
        the merits of such Shares; (3) that the undersigned has had a reasonable
        opportunity to ask questions of the Company regarding restrictions on the
        transferability of the Shares and other matters relevant to the undersigned's
        purchase of the Shares; (4) the undersigned has been informed that a legend
        referring to the restrictions indicated herein on transferability and sale
        will
        be placed upon the certificate(s) evidencing the Shares, in addition to the
        legend referred to in the Agreement; (5) if the undersigned is required to
        file
        a Form 144 with the Securities and Exchange Commission in connection with
        sales
        of the Shares pursuant to Rule 144 under the Act, the undersigned will mail
        a
        copy of such Form to the Company at the same time and each time the undersigned
        mails a copy to the Securities and Exchange Commission; and (6) that the
        Company
        has made no representations or warranties to the undersigned of any kind
        whatsoever regarding the tax treatment of the Option and/or the
        Shares.

      


      
        	
                Dated:

              	
                  

              	 	
                Very
                  truly yours,

              
	 	 	 	 
	 	 	 	
                  

              
	 	 	 	
                Signature

              
	 	 	 	 
	 	 	 	
                  

              
	 	 	 	
                Name
                  of Optionholder

              
	 	 	 	 
	 	 	 	
                RESIDENCE:

              
	 	 	 	 
	 	 	 	
                  

              
	 	 	 	
                Street

              
	 	 	 	
                  

              
	 	 	 	
                City,
                  State, Zip Code

              


      

      


      
        	
                A.

              	
                Date
                  of Stock Option Grant Agreement:
                  ____________________.

              


      

      


      
        	
                B.

              	
                Number
                  of Shares covered by Agreement:
                  ____________________.

              


      

       

      
        
          
          

        

        
          -
            14
            -

          
            

          

        

        
          
          

        

      

       

      
        	
                C.

              	
                Number
                  of Shares which may be purchased at this time:
                  ____________________.

              


      

      


      
        	
                D.

              	
                Number
                  of Shares to be actually purchased at this time (must be 100 Shares
                  or
                  whole multiples thereof and cannot be greater than C):
                  ____________________.

              


      

      


      
        	
                E.

              	
                Exercise
                  price per Share:
                  $____________________.

              


      

      


      
        	
                F.

              	
                Aggregate
                  price to be paid for Shares actually purchased (D multiplied by
                  E):
                  $___________________.

              


      

    

     

     

    -
      15
      -