exhibit 10. 2 garden state securities inc. february 12, 2010 rexahn pharmaceuticals, inc. 15245 shady grove road suite 445 rockville, md 20850 attn : ted jeong, cfo re : advisory services dear mr. jeong : this letter sets forth the terms of engagement of garden state securities inc. ( " gss " ), a finra member firm, as a non - exclusive financial advisor to rexahn pharmaceuticals, inc. ( the " company " ) during the term ( as defined in section 9 ) commencing upon the date of your acceptance of this letter. in this regard, the parties agree to the following terms and conditions : 1. engagement. the company hereby engages and retains gss as a non - exclusive financial advisor for and on behalf of the company to perform the services as set forth in section 2. gss hereby accepts this engagement on the terms and conditions set forth in this agreement. 1. engagement. the company hereby engages and retains gss as a non - exclusive financial advisor for and on behalf of the company to perform the services as set forth in section 2. gss hereby accepts this engagement on the terms and conditions set forth in this agreement. 1. 1. engagement. the company hereby engages and retains gss as a non - exclusive financial advisor for and on behalf of the company to perform the services as set forth in section 2. gss hereby accepts this engagement on the terms and conditions set forth in this agreement. 2. services. in connection with its engagement pursuant to this agreement, gss agrees to perform the following services for the company : 2. services. in connection with its engagement pursuant to this agreement, gss agrees to perform the following services for the company : 2. 2. services. in connection with its engagement pursuant to this agreement, gss agrees to perform the following services for the company : a. advisory services. as requested from time to time by the company, gss shall provide financial advisory services to the company pertaining to the company's business affairs. without limiting the foregoing, gss will assist the company in developing, studying and evaluating a financing plan, strategic and fin ancial alternatives, and merger and acquisition proposals and will assist in negotiations and discussions pertaining thereto. additionally, gss will assist the company in preparing an offering document or presentation materials describing the company, its operations, its historical performance and future prospects. b.