KOREAN REXAHN INVESTORS

                             VOTING TRUST AGREEMENT





     THIS VOTING TRUST AGREEMENT (this "Agreement") is effective for all

purposes and in all respects as of the ____ day of July, 2003, by and among (i)

Chang-Ho Ahn ("Ahn") and Young-Soon Park ("Park") [Ahn and Park being

hereinafter sometimes together referred to as the "Trustee" or "Trustees"), (ii)

each of the stockholders set forth on Exhibit A attached hereto (being

hereinafter sometimes referred to individually as a "Stockholder" and

collectively as the "Stockholders") and (iii) Rexahn Corporation, a Maryland

corporation (the "Corporation").



     WHEREAS, each Stockholder is the legal and beneficial owner of that number

of shares of Common Stock (the "Stock") of the Corporation as set forth opposite

such Stockholder's name on Exhibit A attached hereto;



     WHEREAS, the parties hereto believe that it is in the best interests of the

Stockholders and the Corporation to make provision for the unified voting of the

Stock by the creation of a voting trust hereby to be known as the "Korean Rexahn

Investors Voting Trust" (the "Trust") under and pursuant to Section 2-510 of the

Maryland General Corporation Law;



     WHEREAS, the parties hereto recognize that such unified voting will permit

them to (i) secure continuity and stability of policy and management and (ii)

promote the continuous and uninterrupted governance of the Corporation;



     WHEREAS, each Stockholder desires to transfer and assign to the Trustees,

and the Trustees desire to accept such transfer and assignment of, all such

Stockholder's legal right, title and interest in and to the Stock, as set forth

herein; and



     WHEREAS, the parties hereto desire to set forth in writing their

understandings and agreements.



     NOW, THEREFORE, in consideration of the foregoing, the mutual promises

hereinafter set forth and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto, intending

legally and equitably to be bound, hereby agree as follows:



     1. Creation of Trust.



        (a) Each Stockholder hereby transfers and assigns to the Trustee, and

the Trustee hereby accepts the transfer and assignment of, all of such

Stockholder's legal right, title and interest in and to the shares of Stock

owned by such Stockholder, as set forth opposite such Stockholder's name on

Exhibit A attached hereto, which shares of Stock shall be held by the Trustee in

accordance with the terms and conditions of this Agreement. In furtherance of

the foregoing, each Stockholder hereby agrees to the following in order to be

issued a "Voting Trust Certificate" (as defined below):





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               (i) in the event such Stockholder has possession of a stock

certificate or stock certificates evidencing such Stockholder's shares of the

Stock, to execute in blank a form of assignment separate from certificate for

the benefit of the Trustee, which stock certificate(s) along with each

assignment separate from certificate shall thereupon be surrendered by the

Trustee to the Corporation for cancellation and for the issuance by the

Corporation of a new stock certificate with respect to such Stockholder in the

name of "Young-Soon Park, as Trustee of the Korean Rexahn Investors Voting

Trust" (each, a "New Stock Certificate"); or



               (ii) in the event the stock certificate(s) evidencing such

Stockholder's shares of the Stock has (have) been lost, stolen, mutilated or

destroyed, such Stockholder shall deliver to the Trustee a stock indemnity

satisfactory to the Trustee, in her sole discretion, along with a form of

assignment (which assigns all of such Stockholder's legal right, title and

interest in and to such Stockholder's shares of Stock to the Trustee), which

stock indemnity along with such form of assignment shall thereupon be

surrendered by the Trustee to the Corporation for the issuance by the

Corporation of a New Stock Certificate.



The Trustee, in her sole discretion, may hold New Stock Certificates

representing the individual number of shares of Stock set forth on Exhibit A

attached hereto for each Stockholder or one New Stock Certificate representing

the aggregate number of shares of Stock held by the Trust.



        (b) Upon receipt of the New Stock Certificate(s) for the Stock, the

Trustee shall hold such certificate(s) in her capacity as trustee, subject to

the terms and conditions of this Agreement, and the Trustee shall issue and

deliver to each Stockholder a voting trust certificate representing the number

of shares of Stock which such Stockholder has surrendered to the Trustee (each,

a "Voting Trust Certificate"). In addition, each Stockholder covenants and

agrees to transfer and assign to the Trustee any and all certificates evidencing

any shares of the capital stock of the Corporation (or shares of capital stock

of a subsidiary or affiliate of the Corporation as contemplated in paragraph 4

hereof) which may be acquired or otherwise obtained by such Stockholder after

the date hereof and, in exchange therefor, the Trustee shall issue additional

Voting Trust Certificate(s) to such transferring Stockholder as set forth in

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