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

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

B The Company has adopted the 2003 Stock Option Plan (the “Plan”) pursuant to which shares of common stock of the Company have been reserved for issuance under the Plan.

1. Incorporation by Reference. The terms and conditions of the Plan, a copy of which has been delivered to Director, are hereby incorporated herein and made a part hereof by reference as if set forth in full. In the event of any conflict or inconsistency between the provisions of this Agreement and those of the Plan, the provisions of the Plan shall govern and control.

2. Grant of Option; Purchase Price. Subject to the terms and conditions herein set forth, including without limitation the stockholder approval requirement set forth in Section 11 below, the Company hereby irrevocably grants from the Plan to Director the right and option, hereinafter called the “Option”, to purchase all or any part of an aggregate of the number of shares of common stock, $.001 par value per share, of the Company (the “Shares”) set forth at the end of this Agreement after “Number of Shares:” at the price per Share set forth at the end of this Agreement after “Purchase Price:”.

3. Exercise and Vesting of Option. The Option shall be exercisable only to the extent that all, or any portion thereof, has vested in the Director. Except as provided herein in paragraph 4, the Option shall vest in Director in two (2) equal annual installments of fifty percent (50%) of the total grant beginning on the first anniversary of the date of this Agreement, with an additional fifty (50%) of the total grant becoming exercisable on the second anniversary of such date, so long as Director remains a Non-Employee Director of the Company (each such date is hereinafter referred to singularly as a “Vesting Date” and collectively as “Vesting Dates”).

4. Termination of Relationship with the Company. In the event that the Director shall cease to be a Non-Employee Director of the Company, for any reason or no reason, with or without cause, prior to any Vesting Date, that part of the Option scheduled to vest on such Vesting Date, and all parts of the Option scheduled to vest in the future, shall not vest and all of Director's rights to and under such non-vested parts of the Option shall terminate.

5. Term of Option. To the extent vested, and except as otherwise provided in this Agreement, the Option shall be exercisable for ten (10) years from the date of this Agreement; provided, however, that in the event Director ceases to be a Non-Employee Director of the Company, for any reason or no reason, with or without cause, Director or his/her legal representative shall have ninety (90) days from the date of such termination of his/her being a Non-Employee Director, or, if earlier, upon the expiration date of the Option as set forth above, to exercise any part of the Option vested pursuant to Section 3 of this Agreement. Upon the expiration of such ninety (90) day period, or, if earlier, upon the expiration date of the Option as set forth above, the Option shall terminate and become null and void.

6. Rights of Option Holder. Director, as holder of the Option, shall not have any of the rights of a shareholder with respect to the Shares covered by the Option except to the extent that one or more certificates for such Shares shall be delivered to him or her upon the due exercise of all or any part of the Option. Nothing contained in this Agreement shall be deemed to grant Director any right to continue in the employ of the Company for any period of time or to any right to continue his or her present or any other rate of compensation, nor shall this Agreement be construed as giving Director, Director’s beneficiaries or any other person any equity or interests of any kind in the assets of the Company or creating a trust of any kind or a fiduciary relationship of any kind between the Company and any such person.

8. Securities Law Matters. Director acknowledges that the Shares to be received by him or her upon exercise of the Option may have not been registered under the Securities Act of 1933 or the Blue Sky laws of any state (collectively, the “Securities Acts”). If such Shares have not been so registered, Director acknowledges and understands that the Company is under no obligation to register, under the Securities Acts, the Shares received by him or her or to assist him or her in complying with any exemption from such registration if he or she should at a later date wish to dispose of the Shares. Director acknowledges that if not then registered under the Securities Acts, the Shares shall bear a legend restricting the transferability thereof, such legend to be substantially in the following form:

“The shares represented by this certificate have not been registered or qualified under federal or state securities laws. The shares may not be offered for sale, sold, pledged or otherwise disposed of unless so registered or qualified, unless an exemption exists or unless such disposition is not subject to the federal or state securities laws, and the Company may require that the availability or any exemption or the inapplicability of such securities laws be established by an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company.”

9. Director Representations. Director hereby represents and warrants that Director has reviewed with his or her own tax advisors the federal, state, and local tax consequences of the transactions contemplated by this Agreement. Director is relying solely on such advisors and not on any statements or representation of the Company or any of its agents. Director understands that he or she will be solely responsible for any tax liability that may result to him or her as a result of the transactions contemplated by this Agreement. The Option, if exercised, will be exercised for investment and not with a view to the sale or distribution of the Shares to be received upon exercise thereof.

10. Notices. All notices and other communications provided in this Agreement will be in writing and will be deemed to have been duly given when received by the party to whom it is directed at the following addresses:

If to the Company:

ZIOPHARM Oncology, Inc.

1180 Avenue of the Americas, 19^th Floor

New York, Yew York 10036

Attn: Chief Executive Officer

If to Director:

_________________________________________

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

(a) The Option is granted pursuant to the Plan and is governed by the terms thereof. The Company shall at all times during the term of the Option reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Option Agreement.

(b) Nothing herein expressed or implied is intended or shall be construed as conferring upon or giving to any person, firm, or corporation other than the parties hereto, any rights or benefits under or by reason of this Agreement.

Number of Shares:		DIRECTOR:
Exercise Price:	$ /share	Name:
		ZIOPHARM Oncology, INC.
		By: