As filed with the Securities and Exchange Commission on February 25, 2004.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         FORM S-8 REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                                BIOENVISION, INC.
               (Exact name of issuer as specified in its charter)

        Delaware                                          13-4025857
(State of Incorporation)                    (IRS Employer Identification Number)

                509 Madison Avenue, Suite 404, New York, NY 10022
               (Address of Principal Executive Offices) (Zip Code)

                                BIOENVISION, INC.
                            2003 STOCK INCENTIVE PLAN
                            (Full title of the Plan)

         Christopher B. Wood, M.D., Chairman and Chief Executive Officer
                                Bioenvision, Inc.
                          509 Madison Avenue, Suite 404
                               New York, NY 10022
                     (Name and address of agent for service)

                                 (212) 750-6700
          (Telephone number, including area code, of agent for service)

                                    copy to:
                              J. Mark Poerio, Esq.
                      Paul, Hastings, Janofsky & Walker LLP
                    1299 Pennsylvania Ave., N.W., Tenth Floor
                              Washington, DC 20004
                                 (202) 508-9582
            (Name, address and telephone number of agent for service)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
 Title of Securities to be     Amount to be     Proposed Maximum     Proposed Maximum       Amount of
        registered              registered       Offering Price     Aggregate Offering   Registration Fee
                                                    Per Unit               Price

<S>                              <C>                <C>                <C>                      <C>
2003 Stock Incentive Plan,       3,000,000          $3.80 (3)          $11,400,000              $1,444.38
Common Shares, par value
$.001 per share (1)

</TABLE>


<PAGE>



<TABLE>
<S>                              <C>                <C>                <C>                      <C>
Retention Grant Pursuant         1,500,000          $1.25 (4)          $1,875,000               $237.56
to an Employment
Agreement, Common Shares,
par value $.001 per share
(2)

                                                                                            TOTAL FEE:
                                                                                            $1,681.94
</TABLE>

(1) Registered  herein are 3,000,000  shares of the  Registrant's  Common Shares
that may be issued  pursuant to its 2003 Stock  Incentive  Plan. Also registered
hereunder are such additional number of Common Shares, presently indeterminable,
as may be  necessary  to satisfy the  anti-dilution  provisions  of the Plans to
which this Registration  Statement relates in accordance with Rule 416 under the
Securities Act of 1933, as amended (the "Securities Act").

(2) Registered  herein are 1,500,000  shares of the  Registrant's  Common Shares
that have been issued pursuant to an option agreement between the Registrant and
Christopher B. Wood, M.D.

(3) Calculated  pursuant to paragraphs (c) and (h) of Rule 457 of the Securities
Act,  the  proposed  maximum  offering  price  per  share  of the  shares  being
registered is estimated  solely for the purpose of determining the  registration
fee, based upon the weighted  average of (i) the weighted average exercise price
of $2.05 per share  with  respect  to the  1,975,000  Common  Shares  subject to
outstanding  stock option awards  pursuant to the 2003 Stock  Incentive Plan and
(ii) $7.16 per share for the remaining  1,025,000 of Common Shares  eligible for
issuance  pursuant  to the 2003 Stock  Incentive  Plan,  which is based upon the
average of the high and low prices per share of the Registrant's  Common Shares,
as reported on the American Stock Exchange on February 20, 2004, which is within
five  business  days  prior  to the  date of the  filing  of  this  Registration
Statement.

(4) Calculated  pursuant to paragraph (h) of Rule 457 of the Securities Act, the
proposed  maximum  offering  price per share of the shares being  registered  is
estimated solely for the purpose of determining the registration fee, based upon
the exercise  price of the  1,500,000  Common Shares  subject to an  outstanding
stock option award pursuant to Mr. Wood's stock option award agreement.

                                     PART I
                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 1. PLAN INFORMATION

        The documents  containing the information  specified in Item 1 of Part I
of this Registration Statement will be sent or given to participants who receive
awards under the  Bioenvision,  Inc. 2003 Stock Incentive Plan (the "Plan") and,
in  accordance  with Section 10(a) of the  Securities  Act and Rules 424 and 428
promulgated  under the Securities Act by the Securities and Exchange  Commission
(the "Commission"),  are not being filed with, or included in, this Registration
Statement.



<PAGE>



ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

        The documents  containing the information  specified in Item 2 of Part I
of  this  Registration  Statement  will  be sent or  given  free  of  charge  to
participants who receive awards under the Bioenvision, Inc. 2003 Stock Incentive
Plan and, in accordance  with Section 10(a) of the  Securities  Act and Rule 428
promulgated  under the Securities Act, are not being filed with, or included in,
this Registration Statement. All requests can be sent to:

                                Bioenvision, Inc.
                               509 Madison Avenue
                                    Suite 404
                            New York, New York 10022
                              Attn: General Counsel

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        The  following  documents,  which  have been  filed  with the SEC by the
Registrant,  are incorporated by reference in this Registration  Statement.  The
information  incorporated  by  reference  is  considered  to  be  part  of  this
Registration Statement, and information that the Registrant files later with the
SEC will  automatically  update and supersede this  information.  The Registrant
incorporates by reference the documents  listed below and any future filings the
Registrant  makes with the SEC under Sections  13(a),  13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"):

        (a) The  Registrant's  Annual  Report on Form 10-KSB for the fiscal year
ended June 30,  2003,  filed with the SEC on  September  29,  2003 (SEC File No.
001-31787); and

        (b)  The  Registrant's   Quarterly  Report  on  Form  10-QSB,   for  the
three-month  period ended December 31, 2003,  filed with the SEC on February 17,
2003 (SEC File No. 001-31787);

        (c)  The  Registrant's  Quarterly  Report  on  Form  10-QSB/A1,  for the
three-month  period ended December 31, 2003,  filed with the SEC on February 18,
2003 (SEC File No. 001-31787); and

        (d) The  description  of the  Registrant's  common  shares of beneficial
interest  contained  in its  Registration  Statement on Form 8-A dated and filed
with the  Commission  on  September  5, 2003  pursuant  to Section  12(g) of the
Exchange  Act, as amended (SEC File No.  001-31787),  including any amendment or
report filed for the purpose of updating such description.

ITEM 4. DESCRIPTION OF SECURITIES

        Not applicable.



<PAGE>


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        None.

        The validity of the common stock has been passed upon by Paul, Hastings,
Janofsky & Walker LLP for the Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        The  indemnification  of officers  and  directors of the  Registrant  is
governed by Section 145 of the General  Corporation Law of the State of Delaware
(the "DGCL") and the Certificate of  Incorporation,  as amended,  and By-Laws of
the  Registrant.  Subsection  (a) of DGCL Section 145 empowers a corporation  to
indemnify  any person who was or is a party or is  threatened to be made a party
to any  threatened,  pending or completed  action,  suit or proceeding,  whether
civil, criminal,  administrative or investigative (other than an action by or in
the right of the  corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably incurred by the person in connection with
such  action,  suit or  proceeding  if the person acted in good faith and in the
manner  the  person  reasonably  believed  to be in or not  opposed  to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause  to  believe  the  person's  conduct  was
unlawful.

        Subsection  (b) of DGCL Section 145 empowers a corporation  to indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a  judgment  in its favor by reason of the fact that the
person is or was a director,  officer, employee or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise  against  expenses  (including  attorneys'  fees) actually and
reasonably incurred by the person in a connection with the defense or settlement
of such  action or suit if the person  acted in good faith and in the manner the
person reasonably  believed to be in or not opposed to the best interests of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable to the corporation  unless and only to the extent that the Delaware Court
of  Chancery  or the  court in which  such  action  or suit  was  brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled  to  indemnity  for such  expenses  which the Court of Chancery or such
other court shall deem proper.

        DGCL Section 145 further  provides  that to the extent that a present or
former  director or officer is  successful,  on the merits or otherwise,  in the
defense of any action, suit or proceeding referred to in subsections (a) and (b)
of Section 145, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses  (including  attorneys' fees) actually and
reasonably  incurred by such  person in  connection  therewith.  In all cases in
which  indemnification  is permitted under subsection (a) and (b) of Section 145
(unless  ordered  by a



<PAGE>



court),  it shall be made by the corporation  only as authorized in the specific
case  upon a  determination  that  indemnification  of  the  present  or  former
director,  officer, employee or agent is proper in the circumstances because the
applicable standard of conduct has been met by the party to be indemnified. Such
determination  must be made,  with  respect  to a person  who is a  director  or
officer  at the  time  of  such  determination,  (1) by a  majority  vote of the
directors  who are no parties to such action,  suit or  proceeding,  even though
less  than a quorum,  or (2) by a  committee  of such  directors  designated  by
majority vote of such directors, even though less than a quorum, or (3) if there
are no such  directors,  or if such directors so direct,  by  independent  legal
counsel in a written opinion, or (4) by the stockholders. The statute authorizes
the corporation to pay expenses incurred by an officer or director in advance of
the final  disposition  of a proceeding  upon receipt of an undertaking by or on
behalf of the person to whom the advance will be made,  to repay the advances if
it shall  ultimately be determined that he was not entitled to  indemnification.
DGCL Section 145 also provides that  indemnification and advancement of expenses
permitted  thereunder are not to be exclusive of any other rights to which those
seeking  indemnification  or  advancement  of expenses may be entitled under any
By-Law,   agreement,   vote  of  stockholders  or  disinterested  directors,  or
otherwise.  DGCL Section 145 also  authorizes  the  corporation  to purchase and
maintain liability insurance on behalf of its directors, officers, employees and
agents  regardless of whether the corporation  would have the statutory power to
indemnify such persons against the liabilities insures.

        Article Seventh of the Certificate of  Incorporation  of the Registrant,
as amended  (the  "Certificate"),  provides  that no director of the  Registrant
shall be personally  liable to the Registrant or its  stockholders  for monetary
damages for breach of fiduciary duty as a director  except for liability (i) for
any  breach  of  the  director's  duty  of  loyalty  to  the  Registrant  or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the  DGCL  (involving   certain   unlawful   dividends  or  stock  purchases  or
redemptions),  or (iv) for any  transaction  from which the director  derived an
improper personal benefit.

        Pursuant to Section 145(g) of the DGCL,  the  Registrant's  By-Laws,  as
amended,  authorize the Registrant to obtain  insurance to protect  officers and
directors  from certain  liabilities,  including  liabilities  against which the
Registration cannot indemnify its officers and directors.

        In derivative  actions,  the  Registrant may only protect from liability
its officers,  directors,  employees and agents  against  expenses  actually and
reasonably  incurred in connection with the defense or settlement of a suit, and
only if they acted in good faith and in a manner they reasonably  believed to be
in, or not opposed to, the best interests of the corporation. Indemnification is
not  permitted  in the event that the  director,  officer,  employee or agent is
actually adjudged liable to Bioenvision unless, and only to the extent that, the
court in which the action was brought so determines.

        Bioenvision's  Certificate of  Incorporation  permits it to protect from
liability its directors except in the event of: (1) any breach of the director's
duty of loyalty to  Bioenvision or its  stockholders;  (2) any act or failure to
act that is not in good faith or involves  intentional  misconduct  or a knowing
violation of the law; (3)  liability  arising  under Section 174 of the



<PAGE>



Delaware  General   Corporation  Law,  relating  to  unlawful  stock  purchases,
redemptions,  or  payment  of  dividends;  or (4) any  transaction  in which the
director received an improper personal benefit.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8. EXHIBITS

EXHIBIT
NO.            DESCRIPTION

4.1            Bioenvision, Inc. 2003 Stock Incentive Plan (included as an
               exhibit to Registrant's definitive proxy statement on Schedule
               14-A, filed in connection with the annual meeting held on January
               14, 2004 (SEC File No. 001-31787), which is incorporated herein
               by reference)

5.1            Opinion of Paul, Hastings, Janofsky & Walker LLP regarding the
               legality of the securities being registered by the Registrant

23.1           Consent of Grant Thornton LLP, Independent Certified Public
               Accountants

23.2           Consent of Paul, Hastings, Janofsky & Walker LLP (included in
               Exhibit 5.1)

24.1           Powers of Attorney (included as a part of the signature page of
               this Registration Statement)

99.1           Form of Option Award Agreement with U.S. Employees for
               Bioenvision, Inc. 2003 Stock Incentive Plan

99.2           Form of Restricted Share Award Agreement for Bioenvision, Inc.
               2003 Stock Incentive Plan

99.3           Form of Option Award Agreement with U.K. Employees for
               Bioenvision, Inc. 2003 Stock Incentive Plan

99.4           Option Award Agreement between the Registrant. and Christopher B.
               Wood, M.D., April 30, 2001, which certifies that Mr. Wood has an
               option to purchase 1,500,000 shares of Bioenvision common shares,
               par value $.001, at an exercise price of $1.25 per share

ITEM 9. UNDERTAKINGS

        The undersigned Registrant hereby undertakes the following:



<PAGE>



        (a) The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                      (i)    To  include  any  prospectus  required  by  Section
                             10(a)(3) of the Securities Act;

                      (ii)   To  reflect in the  prospectus  any facts or events
                             arising   after   the   effective   date   of   the
                             Registration   Statement   (or  the   most   recent
                             post-effective     amendment     thereof)    which,
                             individually  or  in  the  aggregate,  represent  a
                             fundamental  change in the information set forth in
                             the  Registration  Statement.  Notwithstanding  the
                             foregoing,  any  increase  or decrease in volume of
                             securities  offered (if the total  dollar  value of
                             securities  offered would not exceed that which was
                             registered)  and any deviation from the low or high
                             end of the estimated  maximum offering range may be
                             reflected in the form of prospectus  filed with the
                             Commission  pursuant  to  Rule  424(b)  if,  in the
                             aggregate,   the   changes   in  volume  and  price
                             represent  no more than a 20% change in the maximum
                             aggregate   offering   price   set   forth  in  the
                             "Calculation  of  Registration  Fee"  table  in the
                             effective Registration Statement; and

                      (iii)  To include any material information with respect to
                             the plan of distribution  not previously  disclosed
                             in  the  Registration  Statement  or  any  material
                             change  to  such  information  in the  Registration
                             Statement.

               Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission by the Registrant  pursuant to Section 13 or Section
15(d)  of  the  Exchange  Act,  that  are   incorporated  by  reference  in  the
Registration Statement.

               (2) That, for the purpose of determining  any liability under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3) To  remove  from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

        (b) The undersigned  Registrant  hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is



<PAGE>



incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (c) The  undersigned  Registrant  hereby  undertakes,  that,  insofar as
indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
permitted to  directors,  officers  and  controlling  persons of the  Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised that in the opinion of the Commission  such  indemnification  is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.




<PAGE>



                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Bioenvision,
Inc.  certifies that it has  reasonable  grounds to believe that it meets all of
the  requirements  for filing on Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of New  York,  State of New  York,  on this 25th day of
February, 2004.


                                    BIOENVISION, INC.
                                    A Delaware corporation (Registrant)

                                    By:   /s/ Christopher B. Wood
                                          --------------------------------------
                                          Name:  Christopher B. Wood
                                          Title:  Chairman and Chief Executive
                                                  Officer


                                POWER OF ATTORNEY

        Each  person  whose  signature  appears  below  hereby  constitutes  and
appoints Christopher M. Wood as his or her true and lawful attorney-in-fact with
full power of substitution  and  resubstitution,  for him and in his name, place
and stead, in any and all capacities,  to sign any and all amendments (including
post-effective  amendments) to this Registration  Statement (or any registration
statement for the same offering that is to be effective upon filing  pursuant to
Rule 462(b) under the Securities Act of 1933) and to cause the same to be filed,
with all exhibits thereto and other documents in connection therewith,  with the
Securities and Exchange  Commission,  hereby granting to said  attorneys-in-fact
and agents,  and each of them,  full power and  authority to do and perform each
and every act and thing  whatsoever  requisite  or  desirable  to be done in and
about the  premises,  as fully to all  intents and  purposes as the  undersigned
might or could do in person, hereby ratifying and confirming all acts and things
that said  attorneys-in-fact and agents, or either of them, or their substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>

Signature                        Title                                  Date

<S>                              <C>                                    <C>
/s/ Christopher B. Wood          Chairman and Chief Executive           February 25, 2004
-----------------------          Officer (Principal Executive
Christopher B. Wood              Officer)

/s/ David P. Luci
-----------------------          Director of Finance, General           February 25, 2004
David P. Luci                    Counsel and Corporate Secretary

/s/ Jeffrey B. Davis             Director                               February 25, 2004
-----------------------
Jeffrey B. Davis

</TABLE>



<PAGE>


<TABLE>

<S>                              <C>                                    <C>
/s/ Thomas Scott Nelson          Director                               February 25, 2004
-----------------------
Thomas Scott Nelson

/s/ Steven A. Elms               Director                               February 25, 2004
-----------------------
Steven A. Elms

/s/Andrew Schiff                 Director                               February 25, 2004
-----------------------
Andrew Schiff

/s/ Michael Kauffman             Director                               February 25, 2004
-----------------------
Michael Kauffman

</TABLE>


<PAGE>



                                INDEX TO EXHIBITS

EXHIBIT
NO.            DESCRIPTION

4.1            Bioenvision, Inc. 2003 Stock Incentive Plan (included as an
               exhibit to Registrant's definitive proxy statement on Schedule
               14-A, filed in connection with the annual meeting held on January
               14, 2004 (SEC File No. 001-31787), which is incorporated herein
               by reference)

5.1            Opinion of Paul, Hastings, Janofsky & Walker LLP regarding the
               legality of the securities being registered by the Registrant

23.1           Consent of Grant Thornton LLP, Independent Certified Public
               Accountants

23.2           Consent of Paul, Hastings, Janofsky & Walker LLP (included in
               Exhibit 5.1)

24.1           Powers of Attorney (included as a part of the signature page of
               this Registration Statement)

99.1           Form of Option Award Agreement with U.S. Employees for
               Bioenvision, Inc. 2003 Stock Incentive Plan

99.2           Form of Restricted Share Award Agreement for Bioenvision, Inc.
               2003 Stock Incentive Plan

99.3           Form of Option Award Agreement with U.K. Employees for
               Bioenvision, Inc. 2003 Stock Incentive Plan

99.4           Option Award Agreement between the Registrant. and Christopher B.
               Wood, M.D., April 30, 2001, which certifies that Mr. Wood has an
               option to purchase 1,500,000 shares of Bioenvision common shares,
               par value $.001, at an exercise price of $1.25 per share


<PAGE>



                                                                     EXHIBIT 5.1




                           OPINION REGARDING LEGALITY

                      PAUL, HASTINGS, JANOFSKY & WALKER LLP
                         1299 PENNSYLVANIA AVENUE, N.W.
                                   TENTH FLOOR
                             WASHINGTON, D.C. 20004
                   TELEPHONE (202) 508-9500 FAX (202) 508-9700

                                February 25, 2004


Bioenvision, Inc.
509 Madison Avenue
Suite 404
New York, NY 10022

        Re:    Bioenvision, Inc. Registration of 2003 Stock Incentive Plan on
               Form S-8

Ladies and Gentlemen:

        We have acted as  special  counsel  for  Bioenvision,  Inc.,  a Delaware
corporation (the "Company"),  in connection with the preparation and filing of a
registration  statement on Form S-8 (the "Registration  Statement")  relating to
3,000,000  Common  Shares of  Beneficial  Interest,  par  value  $.001 per share
("Common  Shares") which may be issued under the Company's 2003 Stock  Incentive
Plan (the "Plan"), 1,500,000 Common Shares which have been issued pursuant to an
option award agreement (the "Option  Agreement"),  dated April 30, 2001, between
the Company and Christopher B. Wood, M.D., and Common Shares which may be issued
as may be necessary to satisfy the anti-dilution  provisions of the Plan and the
Option Agreement. In accordance with the Registration Statement, the Company may
initially  issue up to an  aggregate of  3,000,000  shares of its Common  Shares
pursuant to the Plan.  This  opinion is being  furnished  to you as a supporting
document for such Registration Statement.

        In this  connection  we have  examined  and  considered  the original or
copies, certified or otherwise identified to our satisfaction, of the following:

        (i) The Articles of Incorporation,  including all amendments thereto, of
the Company, as in effect on the date hereof;

        (ii) The By-Laws of the Company, including all amendments thereto, as in
effect on the date hereof;

        (iii)  The  Notice  of the 2004  Annual  Meeting  ("Notice")  and  Proxy
Statement  mailed to holders of Common Shares of the Company  noticing an annual
meeting of holders of shares of the Company  ("Annual  Meeting") and  describing
the actions to be voted on at such meeting, including approval of the Plan;


<PAGE>


Opinion of Paul, Hastings, Janofsky & Walker LLP                               2


        (iv)  Resolutions  of the Board of  Directors  of the  Company,  adopted
pursuant  to  Unanimous  Written  Consent  of the Board on  November  17,  2003,
approving the Plan and  authorizing  the  registration  of the 3,000,000  Common
Shares that may be issued pursuant to the Plan under the Securities Act of 1933,
as amended;

        (v) The  Registration  Statement  filed with the Securities and Exchange
Commission with respect to the 3,000,000 Common Shares issuable upon exercise of
options granted under the Plan; and

        (vi) The Option Award  Agreement  between the Company and Christopher B.
Wood, M.D., dated April 30, 2001.

        In addition, we have obtained from public officials,  officers and other
representatives  of the Company,  and others such  certificates,  documents  and
assurances as we considered  necessary or appropriate  for purposes of rendering
this opinion.  In our  examination of the documents  listed in (i)-(v) above and
the other  certificates  and documents  referred to herein,  we have assumed the
legal  capacity of all natural  persons,  the  genuineness  of all signatures on
documents  not executed in our presence and facsimile or  photostatic  copies of
which  we  reviewed,  the  authenticity  of  all  documents  submitted  to us as
originals,  the conformity to the original documents of all documents  submitted
to us as certified or photostatic  copies and the  authenticity of the originals
of such  documents.  Without  limiting the  generality  of the foregoing we have
relied  upon  the  representations  of  the  Company  as  to  the  accuracy  and
completeness  of (i)  the  Articles  of  Incorporation  and the  By-laws  of the
Company;  (ii)  the  Plan;  (iii)  the  Registration  Statement;  and  (iv)  the
representations  of the Company  that (a) the  resolutions  of the Board,  dated
November  17,  2003,  approving,  among  other  things,  the  Plans,  filing the
Registration  Statement,  and reserving the 3,000,000  Common Shares that may be
issued pursuant to the Plan, and (b) the Articles of  Incorporation  and By-laws
of the Company have not been rescinded, modified or revoked.

        Based upon the  assumptions,  qualifications  and  limitations set forth
herein,  and relying upon the statements of fact contained in the documents that
we have  examined,  we are of the  opinion,  as of the date  hereof,  that  when
options have been exercised as  contemplated by the Plan and  consideration  has
been paid for the Common Shares  underlying the options as  contemplated  by the
Plan,  such  Common  Shares  will  constitute  legally  issued,  fully  paid and
nonassessable, and valid and binding obligations of the Company.

        In addition to the assumptions  set forth above,  the opinions set forth
herein are also subject to the following qualifications and limitations:

        (a) The opinions  expressed in this letter are based upon the assumption
that the Company will cause the  Registration  Statement to become effective and
the Company will keep the Registration  Statement  effective and that any Common
Shares  issued upon the  exercise of options or  purchased  pursuant to the Plan
will be issued only at a time when the Registration Statement is effective.

        (b) The opinions  expressed in this letter are  specifically  limited to
the matters set forth in this  letter and no other  opinions  should be inferred
beyond the matters expressly stated herein.



<PAGE>


Opinion of Paul, Hastings, Janofsky & Walker LLP                               3



        (c) The  opinions  expressed in this letter are based on the laws of the
jurisdictions  referred to in the next paragraph as they may be in effect on the
date  hereof  and we assume no  obligation  to  supplement  this  opinion if any
applicable laws change after the date hereof.

        The opinions  herein  expressed  are limited in all  respects  solely to
matters  governed by the General  Corporation Law of the State of Delaware,  and
the  federal  laws of the  United  States  of  America,  insofar  as each may be
applicable.  We  express  no opinion  herein  with  respect to matters of local,
county or municipal law, or with respect to the laws, regulations, or ordinances
of local  agencies  within any state.  Subject to the  foregoing,  any reference
herein  to "law"  means  applicable  constitutions,  statutes,  regulations  and
judicial decisions.

        This opinion  letter is rendered  solely to you in  connection  with the
above referenced  matter and may not be relied upon by you for any other purpose
or delivered to, or quoted or relied upon by, any other person without our prior
written consent.  This opinion letter is rendered as of the date hereof,  and we
assume  no  obligation  to advise  you of any  facts,  circumstances,  events or
developments  that may be brought to our  attention in the future,  which facts,
circumstances,  events or developments may alter,  affect or modify the opinions
or beliefs expressed herein.

        We hereby  consent  to the  filing of this  opinion as an exhibit to the
Registration Statement.

                                   Very truly yours,


                                   /s/ Paul, Hastings, Janofsky & Walker LLP


<PAGE>




                                                                    EXHIBIT 23.1

               Consent of Independent Certified Public Accountants

We have issued our report dated September 22, 2003 accompanying the consolidated
financial  statements of  Bioenvision,  Inc. and  subsidiaries  appearing in the
Annual  Report  on Form  10-KSB  for the  year  ended  June  30,  2003  which is
incorporated  by reference  in this  Registration  Statement.  We consent to the
incorporation by reference in the Registration  Statement of the  aforementioned
report.


                             /s/ GRANT THORNTON LLP

New York, New York
February 18, 2004


<PAGE>



                                                                    EXHIBIT 99.1



             FORM OF OPTION AWARD AGREEMENT WITH U.S. EMPLOYEES FOR
                   BIOENVISION, INC. 2003 STOCK INCENTIVE PLAN


<PAGE>



                                BIOENVISION, INC.
                            2003 STOCK INCENTIVE PLAN

                         ------------------------------
                          Stock Option Award Agreement
                         ------------------------------

                                 Award No.
                                           ----

You (the  "Participant")  are hereby  awarded the  following  stock  option (the
"Option")  to purchase  Common  Stock of  Bioenvision,  Inc.  ("the  "Company"),
subject  to the  terms  and  conditions  set forth in this  Stock  Option  Award
Agreement  (this "Award  Agreement")  and in the  Bioenvision,  Inc.  2003 Stock
Incentive Plan (the "Plan"),  which is attached hereto as Exhibit A. Capitalized
terms used herein and not otherwise defined herein shall have the meanings given
to such terms in the Plan.

               1.  Variable  Terms.  This  Option  shall  be  controlled  by and
        interpreted  according to the following terms, subject to the provisions
        of the Plan in all instances:

Name of Participant:
                                               ---------------------------------


Type of Stock Option:               |_| Incentive Stock Option (ISO)1

                                    |_| Non-Incentive Stock Option

           Number of Shares subject to Option: _____
                                               --------------------------------
                                               --------------------------------

           Option Exercise Price per Share:    $____.___
                                               --------------------------------
                                               --------------------------------

           Date of Option Grant:               _________ ___, 20__
                                               --------------------------------

           Expiration Date:                    |_| ____ years after Date of
                                                   Option Grant
                                               |_| 10 years after Date of Option
                                                   Grant
           Vesting Schedule: (Establishes  the Participant's  rights to exercise
                             this Option with  respect to the Number  of  Shares
                             stated above.)

                                               |_| ___% on Date of Option Grant.
                                               |_| ___%  on  each  of  the first
                                                   __ (#)  annual (_quarterly/__
                                                   monthly) anniversary dates of
                                                   the Participant's  service as
                                                   an employee,  consultant,  or
                                                   director   ("Service")  after
                                                   the Date of Option Grant.


--------
1 If an ISO is awarded to a person  owning more than 10% of the voting  power of
all classes of stock of the Company or of any  Subsidiary,  then the term of the
Option cannot exceed 5 years and the exercise price must be at least 110% of the
Fair Market Value (100% for any other employee who is receiving ISO awards).



<PAGE>



               2. Term of  Option.  The term of the Option  will  expire at 5:00
        p.m. (E.D.T. or E.S.T., as applicable) on the Expiration Date.

               3.  Manner of  Exercise.  The Option  shall be  exercised  in the
        manner set forth in the Plan.  The amount of Shares for which the Option
        may be exercised is  cumulative;  that is, if the  Participant  fails to
        exercise the Option for all of the Shares vested under the Option during
        any period set forth above,  then any Shares  subject to the Option that
        are not  exercised  during  such  period  may be  exercised  during  any
        subsequent  period,  until the  expiration or  termination of the Option
        pursuant  to Sections 2 and 5 of this Award  Agreement  and the terms of
        the Plan. Fractional Shares may not be purchased.

               4. Premature  Disposition of an ISO. If the Participant  sells or
        otherwise disposes of Shares acquired upon the exercise of an ISO within
        1 year from the date such Shares were  acquired or 2 years from the Date
        of Option Grant, the Participant agrees that to deliver a written report
        to the Company within 10 days following the sale or other disposition of
        such Shares detailing the net proceeds of such sale or disposition.

               5. Termination of Service. If the Participant's  Service with the
        Company is terminated for any reason, this Option shall terminate on the
        date on which the  Participant  ceases to have any right to exercise the
        Option  pursuant to the terms and  conditions  set forth in Section 7 of
        the Plan.

               6.  Subject to Plan.  This  Option is subject to all of the terms
        and conditions of the Plan, and by executing this Award  Agreement,  the
        Participant agrees to be bound by all of the Plan's terms and conditions
        as if it had been set out verbatim in this Award Agreement. In addition,
        the   Participant   recognizes  and  agrees  that  all   determinations,
        interpretations  or other actions  respecting  the Plan may be made by a
        majority  of the Board or of the  Committee  in their sole and  absolute
        discretion,  and  that  such  determinations,  interpretations  or other
        actions are (unless  arbitrary and  capricious)  final,  conclusive  and
        binding upon all parties,  including the Participant,  his or her heirs,
        and representatives.

               7.  Designation of Beneficiary.  Notwithstanding  anything to the
        contrary  contained  herein or in the Plan,  following  the execution of
        this  Award  Agreement,   the  Participant  may  expressly  designate  a
        beneficiary  (the  "Beneficiary")  to his or her  interest in the Option
        awarded  hereby.  The  Participant  shall  designate the  Beneficiary by
        completing  and  executing  a  designation   of  beneficiary   agreement
        substantially in the form attached hereto as Exhibit B (the "Designation
        of  Beneficiary")  and delivering an executed copy of the Designation of
        Beneficiary to the Company.

               8.  Notices.  Any notice,  payment or  communication  required or
        permitted to be given by any provision of this Award  Agreement shall be
        in writing and shall be delivered  personally or sent by certified mail,
        return receipt requested,  addressed as follows:  (i) if to the Company,
        at the address set forth on the signature page hereto  (attention:  2003
        Stock Incentive Plan Committee);  (ii) if to Participant, at the address
        set forth below his or her signature on the signature page hereto.  Each
        party  may,  from time




<PAGE>



        to time, by notice to the other party hereto,  specify a new address for
        delivery of notices to such party  hereunder.  Any such notice  shall be
        deemed to be delivered,  given,  and received for all purposes as of the
        date such notice is received or properly mailed.

               9. Binding  Effect.  Except as  otherwise  provided in this Award
        Agreement or in the Plan,  every  covenant,  term, and provision of this
        Award  Agreement  shall be binding  upon and inure to the benefit of the
        parties   hereto   and   their   respective   heirs,   legatees,   legal
        representatives, successors, transferees, and assigns.

               10.  Modifications.  This  Award  Agreement  may be  modified  or
        amended at any time,  provided that the Participant  must consent to any
        modification  that adversely alters or impairs any rights or obligations
        under this Option.

               11. Headings.  Section and other headings contained in this Award
        Agreement  are for  reference  purposes  only  and are not  intended  to
        describe,  interpret,  define or limit the scope or intent of this Award
        Agreement or any provision hereof.

               12. Severability.  Every provision of this Award Agreement and of
        the Plan is intended to be  severable.  If any term hereof is illegal or
        invalid for any reason,  such illegality or invalidity  shall not affect
        the validity or legality of the remaining terms of this Award Agreement.

               13. Governing Law. The laws of the State of New York shall govern
        the validity of this Award Agreement, the construction of its terms, and
        the interpretation of the rights and duties of the parties hereto.

               14.  Counterparts.  This Award  Agreement  may be executed by the
        parties hereto in separate counterparts,  each of which when so executed
        and  delivered  shall be an original,  but all such  counterparts  shall
        together constitute one and the same instrument.

        BY YOUR  SIGNATURE  BELOW,  along with the  signature  of the  Company's
representative,  you and the Company  agree that the Option is awarded under and
governed by the terms and conditions of this Award Agreement and the Plan.

                                 BIOENVISION, INC.


                                 By:
                                     A duly authorized Director or Officer


                                 The undersigned  Participant hereby accepts the
terms of this Award Agreement and the Plan.


                                 By:

                                     Name of Participant: ______________________



<PAGE>



                                    Exhibit A
                                    ---------

                                BIOENVISION, INC.
                            2003 STOCK INCENTIVE PLAN



<PAGE>



                                    Exhibit B
                                    ---------

                                BIOENVISION, INC.
                            2003 STOCK INCENTIVE PLAN



                           Designation of Beneficiary

           In  connection  with the STOCK  OPTION  AWARD  AGREEMENT  (the "Award
Agreement") entered into on _______________, 20__ between Bioenvision, Inc. (the
"Company") and  _______________,  an individual residing at _______________ (the
"Participant"),  the Participant hereby designates the person specified below as
the  beneficiary  of the  Participant's  interest in a stock  option to purchase
shares of Common  Stock (as  defined  in the  Award  Agreement)  of the  Company
awarded pursuant to the Award Agreement. This designation shall remain in effect
until revoked in writing by the Participant.


                  Name of Beneficiary:
                                               -------------------------------

                  Address:
                                               -------------------------------


                                               -------------------------------


                                               -------------------------------

                  Social Security No.:
                                               -------------------------------

           The Participant understands that this designation operates to entitle
the above-named  beneficiary to the rights conferred by the Award Agreement from
the  date  this  form  is  delivered  to the  Company  until  such  date as this
designation is revoked in writing by the  Participant,  including by delivery to
the Company of a written designation of beneficiary  executed by the Participant
on a later date.


                                                  Date:
                                                            --------------------


                                                    By:
                                                            --------------------
                                                            [Participant Name]

Sworn to before me this

____ day of ____________, 20__


------------------------------
Notary Public

County of  __________________

State of   __________________


<PAGE>



                                                                    EXHIBIT 99.2



                  FORM OF RESTRICTED SHARE AWARD AGREEMENT FOR
                   BIOENVISION, INC. 2003 STOCK INCENTIVE PLAN


<PAGE>




                                BIOENVISION, INC.
                            2003 STOCK INCENTIVE PLAN

                         -------------------------------
                        Restricted Stock Award Agreement
                         ------------------------------

                                 Award No.
                                           ----

You are hereby awarded  Restricted Stock subject to the terms and conditions set
forth in this Restricted Stock Award Agreement ("Award") and in the Bioenvision,
Inc. 2003 Stock Incentive Plan ("Plan"),  which is attached hereto as Exhibit A.
By  executing  this Award,  you agree to be bound by all of the Plan's terms and
conditions as if they had been set out verbatim in this Award. In addition,  you
recognize and agree that all determinations,  interpretations,  or other actions
respecting the Plan and this Award will be made by the Plan  Administrator,  and
shall be final,  conclusive  and binding on all parties,  including you and your
successors  in  interest.  Capitalized  terms are defined in the Plan or in this
Award.
Specific Terms.  Your Restricted Stock has the following terms:

-------------------------------- -----------------------------------------------
Name of Participant
-------------------------------- -----------------------------------------------
Number of Shares Subject to
Award
-------------------------------- -----------------------------------------------
Purchase Price per Share         $
-------------------------------- -----------------------------------------------
Date of Award
-------------------------------- -----------------------------------------------
Last Date to Purchase Shares
-------------------------------- -----------------------------------------------
Vesting                          Subject to  acceleration,  as  provided  in the
                                 Plan,  your  Restricted  Stock under this Award
                                 shall  vest at the  rate of ___%  per  calendar
                                 year  (up to a  maximum  of 100%) at the end of
                                 which you have not terminated  service with the
                                 Company for any reason.
-------------------------------- -----------------------------------------------


           1. Dividends.  Dividends on your Restricted  Stock will be reinvested
in additional  shares of Restricted Stock that are subject to the same terms and
conditions  as the  Restricted  Stock with respect to which the  dividends  were
paid.

           2. Investment  Purposes.  You acknowledge that you are acquiring your
Restricted Stock for investment  purposes only and without any present intention
of selling or distributing them.



<PAGE>



           3. Legend.  Until all vesting restrictions lapse and new certificates
are issued  pursuant to the next section,  Certificates  representing  shares of
Restricted Stock issued pursuant to this Award shall bear the following legend:

               The  shares  represented  by  this  certificate  are  subject  to
               reacquisition  by, and such  shares may not be sold or  otherwise
               transferred  except  pursuant to the provisions of the Restricted
               Stock Award  Agreement by and between  Bioenvision,  Inc. and the
               registered owner of such shares.

           4. Lapse of Vesting Restrictions.  As vesting restrictions lapse, the
Company  shall cause new  certificates  to be issued and  delivered to you, free
from the legend in the preceding section, but with any other legends the Company
determines to be  appropriate.  New  certificates  shall not be delivered to you
unless you have made  arrangements  satisfactory  to the Plan  Administrator  to
satisfy tax-withholding obligations.

           5. Section  83(b)  Election  Notice.  If you elect under Code Section
83(b) to be taxed  immediately on your Restricted  Stock when it was granted to,
you promise to notify the Company of the election  within 10 days of filing that
election with the Internal  Revenue  Service.  Exhibit B is a suggested  form of
Section 83(b) election.

           6. Not a Contract of Employment.  By executing this Award  Agreement,
you  acknowledge  and agree that (1) any person who is  terminated  before  full
vesting of an award,  such as the one  granted  to you by this Award  Agreement,
could claim that he or she was terminated to preclude  vesting;  (2) you promise
never to make such a claim;  (3)  nothing  in this Award  Agreement  or the Plan
confers  on you any right to  continued  Company  employment  or  restricts  the
Company's  right to terminate your  employment at any time for any or no reason;
and (4) the  Company  would  not have  granted  this  Award to you but for these
acknowledgements and agreements.

           7.  Severability.  Subject to one exception,  every provision of this
Award  Agreement  and the Plan is intended to be  severable,  and any illegal or
invalid term shall not affect the validity or legality of the  remaining  terms.
The only exception is that this Award  Agreement shall be  unenforceable  if any
provision of the preceding section is illegal, invalid, or unenforceable.

           8.  Governing  Law. New York law shall  govern all issues  associated
with this Plan and this  Award,  except to the  limited  extent (if at all) that
federal law is preemptive.

           9.  Notices.  Any  notice,   payment  or  communication  required  or
permitted  to be given by any  provision  of this Award  shall be in writing and
shall  be  delivered  personally  or  sent by  certified  mail,  return  receipt
requested, addressed as follows: (i) if to the Company, at the address set forth
on  the  signature  page,  to  the  attention  of:  Plan  Administrator  of  the
Bioenvision,  Inc. 2003 Stock Incentive Plan; (ii) if to you, at the address set
forth below your signature on the signature  page.  Each party may, from time to
time, by notice to the other party hereto, specify a new address for delivery of
notices  relating to this Award.  Any such notice shall be deemed to be given as
of the date such notice is personally delivered or properly mailed.

           10. Binding Effect. Every provision of this Award shall be binding on
and  inure  to the  benefit  the  parties'  respective  heirs,  legatees,  legal
representatives, successors, transferees, and assigns.


<PAGE>



           11. Headings. Headings shall be ignored in interpreting this Award.

           12. Counterparts. This Award may be executed by the parties hereto in
separate counterparts,  each of which when so executed and delivered shall be an
original,   but  all  such  counterparts  shall  together  constitute  the  same
instrument.

           BY YOUR  SIGNATURE  BELOW,  along with the signature of the Company's
representative,  you and the Company  agree that the Option is awarded under and
governed by the terms and conditions of this Award Agreement and the Plan.

                                 BIOENVISION, INC.


                                 By:
                                     Name:
                                     Title:


The undersigned Participant hereby accepts the terms of this Award Agreement and
the Plan.
                                 By:

                                     Name of Participant: ______________________




<PAGE>




                                    Exhibit A
                                    ---------


                                BIOENVISION, INC.
                            2003 STOCK INCENTIVE PLAN



<PAGE>



                                    Exhibit B
                                    ---------


                                BIOENVISION, INC.
                            2003 STOCK INCENTIVE PLAN



                           Section 83(b) Election Form

Attached is an Internal Revenue Code Section 83(b) Election Form. If you wish to
make a  Section  83(b)  election,  you must do so within 30 days of the date the
restricted stock was transferred to you. In order to make the election, you must
completely  fill out the  attached  form and  file  one copy  with the  Internal
Revenue  office  where you file your tax return.  In  addition,  one copy of the
statement  also must be  submitted  with your  income tax return for the taxable
year in which you make this  election.  Finally,  you also must submit a copy of
the election form to the Company.  Section  83(b)  election  normally  cannot be
revoked.




<PAGE>



                                BIOENVISION, INC.

            --------------------------------------------------------
          Election to Include Value of Restricted Stock in Gross Income
          in Year of Transfer Under Internal Revenue Code Section 83(b)
            ---------------------------------------------------------

        Pursuant to Section  83(b) of the Internal  Revenue Code, I hereby elect
within  30  days  of  receiving  the  property  described  herein  to  be  taxed
immediately on its value specified in item 5 below.

1. My General Information:

                      Name:      __________________________________
                      Address:   ________________________________
                      S.S.N.     ________________________________
                      or T.I.N.: ____________________________

2.      Description of the property  with  respect  to  which  I  am making this
        election:

               ____________________ shares of ___________ stock of  Bioenvision,
               Inc. (Restricted Stock).

3.      The Restricted Stock was transferred to me on ______________  ___, 20__.
        This election relates to the 20____ calendar taxable year.

4.      The Restricted Stock is subject to the following restrictions:

               The  Restricted  Stock  is  forfeitable  until  it is  earned  in
               accordance  with Section 1 of the  Bioenvision,  Inc.  2003 Stock
               Incentive  Plan  ("Plan")   Restricted   Stock  Award   Agreement
               ("Award") or other Award or Plan provisions. The Restricted Stock
               generally is not  transferable  until my interest  becomes vested
               and nonforfeitable, pursuant to the Award and the Plan.

5. Fair market value:

               The fair market value at the time of transfer (determined without
               regard to any restrictions other then restrictions which by their
               terms never will lapse) of the  Restricted  Stock with respect to
               which I am making this election is $_____ per share.

6. Amount paid for Restricted Stock:

               The amount I paid for the Restricted Stock is $____ per share.

7. Furnishing statement to employer:

               A copy of this  statement  has  been  furnished  to my  employer,
               ______________.  If the transferor of the Restricted Stock is not
               my employer,  that entity also has been  furnished with a copy of
               this statement.


<PAGE>



8. Award or Plan not affected:

               Nothing contained herein shall be held to change any of the terms
               or conditions of the Award or the Plan.


Dated: ____________ __, 20__.



                                    ------------------------------
                                    Taxpayer



<PAGE>



                                                                    EXHIBIT 99.3



             FORM OF OPTION AWARD AGREEMENT WITH U.K. EMPLOYEES FOR
                   BIOENVISION, INC. 2003 STOCK INCENTIVE PLAN


<PAGE>



                                BIOENVISION, INC.
                            2003 STOCK INCENTIVE PLAN

                         ------------------------------
                          Stock Option Award Agreement
                         ------------------------------

                                 Award No.
                                           ----

You (the  "Participant")  are hereby  awarded the  following  stock  option (the
"Option")  to purchase  Common  Stock of  Bioenvision,  Inc.  ("the  "Company"),
subject  to the  terms  and  conditions  set forth in this  Stock  Option  Award
Agreement  (this "Award  Agreement")  and in the  Bioenvision,  Inc.  2003 Stock
Incentive Plan (the "Plan"),  which is attached hereto as Exhibit A. Capitalized
terms used herein and not otherwise defined herein shall have the meanings given
to such  terms in the Plan.  The  Option is  granted  under  the  provisions  of
Schedule 5 to Income Tax  (Earnings  and Pensions) Act 2003 (a law of the United
Kingdom).  If  and  to the  extent  determined  by  the  Administrator  (in  its
discretion),  the Option shall qualify for the favorable U.K. tax treatment that
is available for grants under plans approved by the Inland Revenue Service.

           1. Variable Terms. This Option shall be controlled by and interpreted
according to the following  terms,  subject to the provisions of the Plan in all
instances:

Name of Participant:
                                                   -----------------------------




           Number of Shares subject to Option:     _____

           Option Exercise Price per Share:        $____.___

           Date of Option Grant:                   _________ ___, 20__

           Expiration Date:                        |_| ____ years after  Date of
                                                       Option Grant
                                                   |_| 10 years  after  Date  of
                                                       Option Grant
           Vesting Schedule: (Establishes  the  Participant's rights to exercise
                             this Option with  respect to the Number  of  Shares
                             stated above.)
                                                   |_| ___% on  Date  of  Option
                                                       Grant.
                                                   |_| ___% on each of the first
                                                       __(#) annual (_quarterly/
                                                       __monthly)    anniversary
                                                       dates        of       the
                                                       Participant's  service as
                                                       an employee, ("Service"))
                                                       after  the Date of Option
                                                       Grant.


<PAGE>



           2. Term of Option.  The term of the Option  will  expire at 5:00 p.m.
(E.D.T. or E.S.T., as applicable) on the Expiration Date.

           3. Manner of  Exercise.  The Option  shall be exercised in the manner
set forth in  Section 7 the Plan.  The amount of Shares for which the Option may
be exercised is cumulative;  that is, if the  Participant  fails to exercise the
Option for all of the Shares vested under the Option during any period set forth
above,  then any Shares subject to the Option that are not exercised during such
period may be exercised  during any subsequent  period,  until the expiration or
termination of the Option  pursuant to Sections 2 and 5 of this Award  Agreement
and the terms of the Plan. Fractional Shares may not be purchased.

           4. Conditions to be Satisfied. Notwithstanding anything herein to the
contrary,  the  Participant  may not exercise  the Option (or any part  thereof)
unless and until the  Company has  determined  the  legality of the  issuance of
shares pursuant to the Plan, in accordance with Section 14(a) of the Plan.

           5.  Premature  Disposition  of Shares  Acquired  on  Exercise  of the
Option. If the Participant  sells or otherwise  disposes of Shares acquired upon
the exercise of the Option within 1 year from the date such Shares were acquired
or 2 years from the Date of Option Grant, the Participant agrees that to deliver
a written  report to the  Company  within  10 days  following  the sale or other
disposition  of  such  Shares  detailing  the  net  proceeds  of  such  sale  or
disposition.

           6.  Restrictions  Applicable  to Shares  Acquired  on Exercise of the
Option. The shares that may be acquired on exercise of the Option are subject to
the restrictions found in Section 14(b) of the Plan.

           7.  Termination  of Service.  If the  Participant's  Service with the
Company is terminated for any reason, this Option shall terminate on the date on
which the  Participant  ceases to have any right to exercise the Option pursuant
to the terms and conditions set forth in Section 7 of the Plan.

           8.  Subject to Plan.  This  Option is subject to all of the terms and
conditions of the Plan, and by executing this Award  Agreement,  the Participant
agrees to be bound by all of the Plan's terms and  conditions  as if it had been
set  out  verbatim  in  this  Award  Agreement.  In  addition,  the  Participant
recognizes and agrees that all determinations,  interpretations or other actions
respecting  the Plan may be made by a majority of the Board or of the  Committee
in  their  sole  and  absolute   discretion,   and  that  such   determinations,
interpretations  or other actions are (unless  arbitrary and capricious)  final,
conclusive and binding upon all parties,  including the Participant,  his or her
heirs, and representatives.

           9.  Notices.  Any  notice,   payment  or  communication  required  or
permitted  to be given by any  provision  of this  Award  Agreement  shall be in
writing and shall be  delivered  personally  or sent by certified  mail,  return
receipt requested,  addressed as follows:  (i) if to the Company, at the address
set forth on the signature  page hereto  (attention:  2003 Stock  Incentive Plan
Committee);  (ii) if to  Participant,  at the address set forth below his or her
signature on the  signature  page hereto.  Each party may, from time to time, by
notice to the other party hereto,  specify a new address for delivery of notices
to such party hereunder. Any such notice shall be

<PAGE>



deemed to be delivered, given, and received for all purposes as of the date such
notice is received or properly mailed.


           10.  Binding  Effect.  Except as  otherwise  provided  in this  Award
Agreement or in the Plan,  every  covenant,  term,  and  provision of this Award
Agreement shall be binding upon and inure to the benefit of the parties hereto.

           11.  Non-Transferability of Options.  Notwithstanding anything in the
Plan to the contrary,  none of the rights granted by this Award Agreement may be
transferred by the  Participant.  If the Option  granted  pursuant to this Award
Agreement is outstanding and  unexercised at the time of his or her death,  such
Option  shall expire and no heir of the  Participant  shall have any rights with
respect to such Option under the Plan.

           12.  Headings.  Section and other  headings  contained  in this Award
Agreement  are for  reference  purposes  only and are not  intended to describe,
interpret,  define or limit the scope or intent of this Award  Agreement  or any
provision hereof.

           13. Severability.  Every provision of this Award Agreement and of the
Plan is intended to be  severable.  If any term hereof is illegal or invalid for
any reason,  such  illegality  or  invalidity  shall not affect the  validity or
legality of the remaining terms of this Award Agreement.

           14. Governing Law. The laws of the State of New York shall govern the
validity  of this  Award  Agreement,  the  construction  of its  terms,  and the
interpretation of the rights and duties of the parties hereto.

           15. Counterparts. This Award Agreement may be executed by the parties
hereto in separate  counterparts,  each of which when so executed and  delivered
shall be an original,  but all such counterparts  shall together  constitute one
and the same instrument.

        BY YOUR  SIGNATURE  BELOW,  along with the  signature  of the  Company's
representative,  you and the Company  agree that the Option is awarded under and
governed by the terms and conditions of this Award Agreement and the Plan.

                                 BIOENVISION, INC.


                                 By:
                                     A duly authorized Director or Officer


                                 The undersigned  Participant hereby accepts the
terms of this Award Agreement and the Plan.


                                 By:

                                     Name of Participant: ______________________



<PAGE>



                                    Exhibit A
                                    ---------

                                BIOENVISION, INC.
                            2003 STOCK INCENTIVE PLAN


<PAGE>



                                                                    EXHIBIT 99.4



                OPTION AWARD AGREEMENT BETWEEN BIOENVISION, INC.
                  AND CHRISTOPHER B. WOOD, M.D., APRIL 30, 2001

NEITHER THIS OPTION  AGREEMENT NOR THE SECURITIES  ISSUABLE UPON EXERCISE HEREOF
HAVE BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
AND  SUCH  SECURITIES  MAY  NOT BE  SOLD,  TRANSFERRED  OR  ASSIGNED  UNLESS  SO
REGISTERED OR AN EXEMPTION FROM REGISTRATION  UNDER SAID ACT IS AVAILABLE.  THIS
LEGEND SHALL BE ENDORSED UPON ANY OPTION ISSUED IN EXCHANGE FOR THIS OPTION.

                                OPTION AGREEMENT

                               FOR COMMON STOCK OF

                                BIOENVISION, INC.

                                                            Date: April 30, 2001

        THIS CERTIFIES that, for value received,  Christopher B. Wood,  M.D., or
his permitted assigns (collectively, the "Holder"), is entitled to purchase from
BIOENVISION, INC., a Delaware corporation (the "Company"), at any time, and from
time to time,  during the exercise period  referred to in Section 1 hereof,  One
Million  Five  Hundred  Thousand  (1,500,000)  fully  paid,  validly  issued and
nonassessable  shares (the "Option Shares") of common stock of the Company,  par
value $0.001 (the  "Common  Stock"),  at the exercise  price of $1.25 per share,
subject to  anti-dilution  adjustments  as provided  herein (the  "Option  Share
Price").  Securities  issuable  upon  exercise of this Option  Agreement and the
exercise price payable  therefor are subject to adjustment  from time to time as
hereinafter  set forth.  As used herein,  the term  "Option"  shall  include any
option or options hereafter issued in consequence of the exercise of this Option
Agreement in part or transfer of this Option Agreement in whole or in part.

        The Company  shall  register this Option  Agreement,  upon records to be
maintained by the Company for that purpose (the "Option Register"),  in the name
of the record  Holder  hereof from time to time.  The Company may deem and treat
the registered  Holder of this Option Agreement as the absolute owner hereof for
the purpose of any exercise hereof or any  distribution  to the Holder,  and for
all other  purposes,  and-the  Company  shall not be  affected  by notice to the
contrary.

        Subject  to  Section  4 of this  Option  Agreement,  the  Company  shall
register  the  transfer of any portion of this  Option  Agreement  in the Option
Register,  upon surrender of this Option Agreement,  with the Form of Assignment
attached  hereto duly  completed  and signed,  to the  Transfer  Agent or to the
Company. Upon any such registration or transfer, a new option to purchase Common
Stock, in substantially  the form of this Option Agreement (any such new option,
a "New Option"),  evidencing the portion of this Option so transferred  shall be
issued to the  transferee and a New Option  evidencing the remaining  portion of
this  Option not so  transferred,  if any,  shall be issued to



<PAGE>



the  transferring  Holder.  The  acceptance of the New Option by the  transferee
thereof shall be deemed the  acceptance by such  transferee of all of the rights
and  obligations  of a holder of an Option.  Any transfer or  assignment of this
Option and Option  Shares  obtained  by the Holder in  exercise  of this  Option
Agreement is subject to the  requirements  that such  securities  be  registered
under  the  Securities  Act of 1933,  as  amended  (the  "Securities  Act")  and
applicable state securities laws or exempt from registration  under such laws to
the satisfaction of the Company and its counsel.


        1. Exercise; Payment for Ownership Interest.

               (a) Upon the  terms  and  subject  to the  conditions  set  forth
herein, this Option may be exercised in whole or in part by the Holder hereof at
any time,  or from time to time, on or after the date hereof and prior to 5 p.m.
New York time on April 30, 2006 by  presentation  and  surrender  of this Option
Agreement  to the  principal  offices  of the  Company,  or at the office of its
Transfer Agent (as hereinafter defined), if any, together with the Purchase Form
annexed hereto,  duly executed,  and accompanied by payment to the Company of an
amount equal to the Option Share Price multiplied by the number of Option Shares
as to which this Option  Agreement is then being exercised;  provided,  however,
that in each case,  the minimum  number of Option Shares as to which this Option
Agreement  is being  exercised  shall  not be less  than  1,000  Option  Shares;
provided, further, that in the event of any merger, consolidation or sale of all
or substantially  all the assets of the Company resulting in any distribution to
the  Company's  shareholders,  prior to April 30, 2006 the Holder shall have the
right to exercise  this Option  Agreement  commencing at such time through April
30,  2006 into the kind and amount of shares of stock and other  securities  and
property  (including  cash)  receivable  by a holder of the  number of shares of
Common  Stock into  which  this  Option  Agreement  might have been  exercisable
immediately prior thereto.  Any transfer of Option Shares obtained by the Holder
in exercise of this Option  Agreement  is subject to the  requirement  that such
securities  be  registered  under  the  Securities  Act,  and  applicable  state
securities laws or exempt from registration  under such laws to the satisfaction
of the Company and its  counsel.  The Holder of this Option  Agreement  shall be
deemed  to be a  shareholder  of the  Option  Shares  as to  which  this  Option
Agreement is exercised in accordance  herewith  effective  immediately after the
close of business on the date on which the Holder  shall have  delivered  to the
Company  this  Option  Agreement  in proper  form for  exercise  and  payment by
certified or official bank check or wire transfer of the cash purchase price for
the  number of Option  Shares as ,to which the  exercise  is being  made,  or by
delivery to the Company of securities of the Company having a value equal to the
cash purchase price for such number of Option Shares determined in good faith by
the  Board  of   Directors   of  the  Company  as  of  the  date  of   delivery,
notwithstanding  that the  stock  transfer  books of the  Company  shall be then
closed or that  certificates  representing  such Option Shares shall not then be
physically delivered to the Holder.

               (b) All or any  portion of the Option  Share Price may be paid by
surrendering  Options  effected by presentation  and surrender of this Option to
the Company,  or at the office of its Transfer  Agent,  if any,  with a Cashless
Exercise  Form annexed  hereto duly  executed;  provided that the Company in its
sole discretion may require a  broker-assisted  cashless  exercise in accordance
with  Regulation  T of the Board of  Governors  of the  Federal  Reserve  System
through a brokerage  firm approved by the Company (a "Cashless  Exercise").  The
Company may


                                       2
<PAGE>



impose any other limitations on the Cashless Exercise as it deems appropriate in
consultation  with counsel..  Such  presentation and surrender shall be deemed a
waiver by the Company of the  Holder's  obligation  to pay all or any portion of
the  aggregate  Option Share  Price.  In the event of a Cashless  Exercise,  the
Holder  shall  exchange  its  Option for that  number of shares of Common  Stock
determined  by  multiplying  the  number of Option  Shares  for which the Holder
desires to exercise  this Option by a fraction,  the numerator of which shall be
the  difference  between the then  current  market price per share of the Common
Stock and the Option Share Price, and the denominator of which shall be the then
current market price per share of Common Stock.  For purposes of any computation
under this Section 3(b), the then current market price per share of Common Stock
at any date shall be deemed to be the average for the ten  consecutive  business
days immediately  prior to the Cashless  Exercise of the daily closing prices of
the Common  Stock on the  principal  national  securities  exchange on which the
Common  Stock is admitted to trading or listed,  or if not listed or admitted to
trading on any such  exchange,  the  closing  prices as  reported  by the Nasdaq
National Market or, if applicable,  the Nasdaq SmallCap  Market,  or if not then
included for  quotation  on the Nasdaq  National  Market or the Nasdaq  SmallCap
Market, the average of the highest reported bid and lowest reported asked prices
as reported by the OTC Bulletin Board or the National  Quotations Bureau, as the
case may be, or if not then publicly  traded,  the fair market  price,  not less
than book value thereof,  of the Common Stock as determined in good faith by the
Board of Directors of the Company.

               (c) If this Option shall be  exercised in part only,  the Company
shall, upon surrender of this Option for cancellation, execute and deliver a new
Option  evidencing  the rights of the Holder  thereof to purchase the balance of
the  Option  Shares  purchasable  hereunder  as to which the Option has not been
exercised.  If this Option is exercised in part,  such  exercise  shall be for a
whole number of Option  Shares.  Upon any exercise and surrender of this Option,
the  Company  (i)  will  issue  and  deliver  to the  Holder  a  certificate  or
certificates  in the name of the Holder for the largest  whole  number of Option
Shares to which the Holder shall be entitled and, if this Option is exercised in
whole,  in lieu of any  fractional  Option  Share to which the Holder  otherwise
might be entitled,  cash in an amount equal to the fair value of such fractional
Option Share (determined in such reasonable and equitable manner as the Board of
Directors of the Company shall in good faith  determine),  and (ii) will deliver
to the Holder such other securities, properties and cash which the Holder may be
entitled to receive upon such  exercise,  or the  proportionate  part thereof if
this Option is exercised in part, pursuant to the provisions of this Option.

       2. Anti-Dilution Provisions. The Option Share Price in effect at any time
and the number and kind of securities  issuable upon exercise of this Option and
the Option  Share  Price shall be subject to  adjustment  from time to time upon
happening of certain events as follows:

               2.1    Adjustments.  If the Company:

                      (i) subdivides or reclassifies  its outstanding  shares of
Common Stock into a greater number of shares;

                      (ii) combines or reclassifies  its  outstanding  shares of
Common Stock into a smaller number of shares;

                      (iii) issues, by reclassification of its Common Stock, any
shares of its capital stock;


                                       3
<PAGE>



then the number and kind of Option  Shares  purchasable  upon  exercise  of this
Option  shall be  adjusted  so that the Holder  upon  exercise  hereof  shall be
entitled to receive the kind and number of Option Shares or other  securities of
the Company  that the Holder  would have owned or have been  entitled to receive
after the  happening of any of the events  described  above had this Option been
exercised  immediately  prior to the  happening of such event or any record date
with respect  thereto.  An  adjustment  made  pursuant to this Section 2.1 shall
become effective  immediately after the record date in the case of a dividend or
distribution and shall become effective  immediately after the effective date in
the case of a  subdivision,  combination  or  issuance.  If,  as a result  of an
adjustment  made  pursuant  to this  Section  2.1,  the  Holder  of this  Option
thereafter  surrendered  for exercise shall become entitled to receive shares of
two or more  classes  of capital  stock or shares of Common  Stock and any other
class  of  capital  stock  of  the  Company,   the  Board  of  Directors  (whose
determination  shall be conclusive and shall be described in a written notice to
all holders of Options  promptly  after such  adjustment)  shall  determine  the
allocation  of the adjusted  Option Share Price  between or among shares of such
classes  of  capital  stock or shares of Common  Stock and such  other  class of
capital stock.

        The  adjustment  to the  number of Option  Shares  purchasable  upon the
exercise of this Option  described  in this  Section 2.1 shall be made each time
any event listed in paragraphs (i) through (iii) of this Section 2.1 occurs.

        In the  event  that at any  time,  as a  result  of an  adjustment  made
pursuant to this Section 2.1, the Holder of this Option  thereafter shall become
entitled  to  receive  any  shares of the  Company,  other  than  Common  Stock,
thereafter  the number of such other shares so receivable  upon exercise of this
Option shall be subject to adjustment from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions with respect to the Common
Stock contained herein.

               2.2 Sale of  Securities.  In the  event the  Company  at any time
after the date hereof,  issues  additional Common Stock,  convertible  preferred
stock,  options,  warrants,  or other securities  convertible or exercisable for
Common Stock other than securities  currently  outstanding as of the date hereof
or issued upon the  conversion or exercise of any  securities  outstanding as of
the date  hereof,  at a purchase  price per share of Common  Stock less than the
Option Share Price in effect  immediately  prior to such issuance or sale,  then
the Option  Share Price shall be  automatically  reduced to such lower  purchase
price and the number of Option Shares shall be increased to a number  determined
by multiplying the number of Option Shares so purchasable  immediately  prior to
the date of such issuance or sale by a fraction, the numerator of which shall be
the Option Share Price in effect immediately prior to the adjustment required by
this Section 2.2 and the denominator of which shall be the Option Share Price in
effect immediately after such adjustment;  provided, however, that no adjustment
to the Option Share Price or the number and kind of Option  Shares shall be made
pursuant  to this  Section  2.2 in the  event  the  Company  grants  options  to
employees,  officers,  directors  or  consultants  of the  Company  pursuant  to
contracts or plans approved by the Board of Directors of the Company.

               (a) For the purpose of making any  adjustment in the Option Share
Price as provided in this Section 2.2, the consideration received by the Company
for any issue or sale of Common Stock will be computed:

                      (i) to the extent it  consists  of cash,  as the amount of
cash received by the Company before  deduction of any offering  expenses payable
by the Company and any



                                       4
<PAGE>



underwriting  or  similar  commissions,  compensation,  or  concessions  paid or
allowed by the Company in connection with such issue or sale;

                      (ii) to the  extent it  consists  of  property  other than
cash,  at the fair market value of that  property as determined in good faith by
the  Company's  Board of Directors  (irrespective  of the  accounting  treatment
thereof); and

                      (iii) if  Common  Stock is issued  or sold  together  with
other stock or  securities  (including  convertible  preferred  stock,  options,
warrants or securities  convertible  into or  exchangeable  for common stock) or
other  assets of the Company  for a  consideration  which  covers  both,  as the
portion of the  consideration  so received that may be reasonably  determined in
good faith by the  Company's  Board of  Directors to be allocable to such Common
Stock;  provided,  however, that with respect to such other stock or securities,
such  consideration  as determined by the Company's Board of Directors shall not
be less than the total consideration received by the Company for the issuance of
such other stock or securities plus the additional aggregate  consideration,  if
any, to be received by the Company upon conversion or exchange thereof

               (b) If the  Company  (i)  issues,  grants or sells any  rights or
options to subscribe for, purchase, or otherwise acquire shares of Common Stock,
or (ii) issues or sells any security  convertible  into shares of Common  Stock,
then, in each case, the price per share of Common Stock issuable on the exercise
of the rights or options or the conversion of the securities  will be determined
by dividing (x) the total amount,  if any, received or receivable by the Company
as consideration  for the granting or sale of the rights or options or the issue
or sale of the  convertible  securities,  plus the minimum  aggregate  amount of
additional consideration payable to the Company on exercise or conversion of the
securities,  by (y) the maximum number of shares of Common Stock issuable on the
exercise of conversion.  Such granting or issue or sale will be considered to be
an issue or sale for cash of the  maximum  number  of  shares  of  Common  Stock
issuable on exercise or conversion at the price per share  determined under this
Section 2.2,  and the Option  Share Price will be adjusted as above  provided to
reflect  (on the  basis of that  determination)  the issue or sale.  No  further
adjustment  of the  Option  Share  Price  will be made as a result of the actual
issuance of shares of Common Stock on the exercise of any such rights or options
or the conversion of any such convertible securities.

               (c) Upon the  redemption or repurchase of any such  securities or
the  expiration or  termination  of the right to convert into,  exchange for, or
exercise  with  respect  to,  Common  Stock,  the  Option  Share  Price  will be
readjusted  to such price as would have been  obtained had the  adjustment  made
upon their  issuance been made upon the basis of the issuance of only the number
of such securities as were actually converted into,  exchanged for, or exercised
with respect to, Common Stock.  If the purchase  price or conversion or exchange
rate  provided for in any such  security  changes at any time,  then,  upon such
change  becoming  effective,  the  Option  Share  Price  then in effect  will be
readjusted  to such price as would have been  obtained had the  adjustment  made
upon the  issuance  of such  securities  been  made  upon  the  basis of (i) the
issuance  of only the  number of shares of  Common  Stock  theretofore  actually
delivered upon the conversion,  exchange or exercise of such securities, and the
total consideration received therefor, and (ii) the granting or issuance, at the
time of such  change,  of any such  securities  then still  outstanding  for the
consideration,  if any,  received by the Company  therefor and to be received on
the basis of such changed price or rate.



                                       5
<PAGE>



               2.3 Other Action  Affecting  Option Shares.  If the Company takes
any action  affecting  its shares of Common  Stock after the date  hereof,  that
would be covered by Sections  2.1 or 2.2 but for the manner in which such action
is taken  or  structured,  which  would in any way  diminish  the  value of this
Option,  then the Option  Share  Price  shall be  adjusted in such manner as the
Board of Directors of the Company shall in good faith  determine to be equitable
under the circumstances.

               2.4 Notice of Adjustments. Upon the occurrence of each adjustment
or  readjustment  of the Option  Share  Price  pursuant  to this  Section 2, the
Company at its expense will promptly  compute such adjustment or readjustment in
accordance with the terms of this Option and prepare a certificate setting forth
such  adjustment or  readjustment,  including a statement of the adjusted Option
Share Price or adjusted number of shares of Common Stock, if any,  issuable upon
exercise  of  each  Option,  describing  the  transaction  giving  rise  to such
adjustments  and  showing in detail the facts  upon  which  such  adjustment  or
readjustment  is based.  The Company will  forthwith  mail, by first class mail,
postage prepaid, a copy of each such certificate to the Holder of this Option at
the  address  of such  Holder as shown on the books of the  Company,  and to its
Transfer Agent.

               2.5    Other Notices. If at any time:

               (a) the Company shall (i) offer for  subscription pro rata to the
holders of shares of the Common  Stock any  additional  equity in the Company or
other rights;  (ii) pay a dividend in  additional  shares of the Common Stock or
distribute  securities or other  property to the holders of shares of the Common
Stock (including,  without limitation,  evidences of indebtedness and equity and
debt  securities);  or (iii) issue  securities  convertible  into,  or rights or
warrants to purchase, securities of the Company;

               (b) there shall be any capital reorganization or reclassification
or  consolidation  or merger of the Company with, or sale,  transfer or lease of
all or substantially all of its assets to, another entity; or

               (c)  there  shall  be a  voluntary  or  involuntary  dissolution,
liquidation or winding up of the Company;

then,  in any one or more of said cases,  the Company shall give, by first class
mail,  postage  prepaid,  to the  Holder of this  Option at the  address of such
Holder as shown on the books of the Company, (a) at least 15 days' prior written
notice  of the date on which the books of the  Company  shall  close or a record
shall be taken for such subscription rights, dividend, distribution or issuance,
and (b) in the case of any such reorganization, reclassification, consolidation,
merger,  sale,  dissolution,  liquidation or winding up, at least 15 days' prior
written notice of the date when the same shall take place if no stockholder vote
is required  and at least 15 days' prior  written  notice of the record date for
stockholders  entitled  to  vote  upon  such  matter  if a  stockholder  vote is
required.  Such notice in accordance  with the  foregoing  clause (a) shall also
specify,  in the case of any such  subscription  rights,  the date on which  the
holders of shares of Common  Stock shall be entitled  to exercise  their  rights
with respect  thereto,  and such notice in accordance with the foregoing  clause
(b) shall also  specify the date on which the holders of shares of Common  Stock
shall be entitled to exchange  their  shares of Common Stock for  securities  or
other  property   deliverable   upon  such   reorganization,   reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up, as the case
may be.



                                       6
<PAGE>



               2.6  Adjustment  Calculations.  No adjustment in the Option Share
Price shall be  required  unless such  adjustment  would  require an increase or
decrease of at least one cent ($0.01) in such price; provided, however, that any
adjustments  which by reason of this  Section  2.6 are not  required  to be made
shall be carried  forward and taken into  account in any  subsequent  adjustment
required to be made hereunder.  All  calculations  under this Section 2 shall be
made to the nearest cent or to the nearest one-hundredth of a share, as the case
may be.

        3. No Voting Rights.  Except as otherwise  provided herein,  this Option
shall not be deemed to confer upon the Holder any right to vote or to consent to
or receive  notice as a stockholder  of the Company,  as such, in respect of any
matters whatsoever,  or any other rights or liabilities as a stockholder,  prior
to the exercise hereof.

        4.  Options  Transferable.  This  Option  and all rights  hereunder  are
transferable,  in whole or in part, at the  principal  offices of the Company by
the Holder hereof,  upon surrender of this Option  properly  endorsed  provided,
however, that in each case the minimum number of Option Shares being transferred
by the Holder shall not be less than 1,000  Option  Shares;  provided,  further,
that  without  the prior  written  consent of the  Company,  this Option and all
rights  hereunder  may be  transferred  only (i) to an  affiliate of the initial
Holder  hereof or  successor  in interest  to any such  person in a  transaction
exempt from  registration  under the  Securities  Act;  or (ii)  pursuant to the
registration  of this Option or the Option  Shares under the  Securities  Act or
subsequent to one year from the date hereof  pursuant to an available  exemption
from such registration or (iii) in the case of an officer,  director or employee
of the  Company,  the option shall only be  transferable  by will or the laws of
descent and distribution,  or as otherwise permitted by the Company, in its sole
discretion, or to certain permitted transferees as defined below.

        For purposes of this Section 4, the term  "permitted  transferee"  means
one or  more  members  of the  Optionee's  immediate  family,  a  trust  for the
exclusive  benefit of the Optionee or such immediate  family members,  any other
entity owned  exclusively by the Optionee or such immediate  family members,  or
any  combination of the  foregoing;  provided,  however,  that no transfers made
pursuant  to any  divorce  or  separation  proceedings  or  settlements  will be
permitted.  "Immediate  family  member" means spouse,  children,  grandchildren,
parents or siblings of the Optionee, including in each case in-laws and adoptive
relations.

        5. Options Exchangeable: Assignment; Loss, Theft, Destruction, Etc. This
Option is  exchangeable,  without  expense,  upon surrender hereof by the Holder
hereof at the principal offices of the Company, or at the office of its Transfer
Agent,  if any, for new Options of like tenor  representing in the aggregate the
right to subscribe  for and purchase the Option  Shares which may be  subscribed
for and  purchased  hereunder,  each such new Option to  represent  the right to
subscribe  for and purchase  such Option  Shares as shall be  designated by such
Holder hereof at the time of such  surrender.  Upon  surrender of this Option to
the Company at its principal  office, or at the office of its Transfer Agent, if
any, with an instrument of assignment duly executed and funds  sufficient to pay
any transfer tax, the Company shall,  without charge,  execute and deliver a new
Option in the name of the assignee  named in such  instrument of assignment  and
this Option shall promptly be cancelled.  This Option may be divided or combined
with other options which carry the same rights upon  presentation  hereof at the
principal office of the Company, or at the office of its Transfer Agent, if any,
together with a written notice  specifying the names and  denominations in which
new Options are to be issued




                                       7
<PAGE>



and signed by the Holder hereof.  The term "Option" as used herein  includes any
Options  into which this  Option may be divided or  exchanged.  Upon  receipt of
evidence  satisfactory  to  the  Company  of the  loss,  theft,  destruction  or
mutilation  of  this  Option  and,  in the  case  of any  such  loss,  theft  or
destruction,  upon delivery of indemnity satisfactory to the Company, or, in the
case of any such mutilation,  upon surrender or cancellation of this Option, the
Company will issue to the Holder  hereof a new Option of like tenor,  in lieu of
this Option,  representing  the right to  subscribe  for and purchase the Option
Shares which may be subscribed for and purchased hereunder.  Any such new Option
executed and delivered shall constitute an additional  contractual obligation of
the Company, whether or not this Option so lost, stolen, destroyed, or mutilated
shall be at any time enforceable by anyone.

        6. Legends; Investment  Representations.  Any certificate evidencing the
securities  issued  upon  exercise  of  this  Option  shall  bear  a  legend  in
substantially the following form:

        THE SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY OTHER SECURITIES
LAWS,  AND SUCH  SECURITIES MAY NOT BE SOLD,  TRANSFERRED OR ASSIGNED  UNLESS SO
REGISTERED  OR AN  EXEMPTION  FROM  REGISTRATION  UNDER  SAID ACT AND ANY  OTHER
APPLICABLE SECURITIES LAWS IS AVAILABLE.

        Upon the  registration,  under the  Securities  Act,  of the  securities
issued  upon  exercise  of the Option  such  legend  shall be  removed  from the
certificate evidencing such securities.

        7. Modifications and Waivers. The Holder of this Option acknowledges and
agrees that the terms of this Option may be amended,  modified or waived only by
the written agreement between the Holder and the Company.

        8.  Miscellaneous.  The Company shall pay all expenses and other charges
payable in connection with the preparation, issuance and delivery of this Option
and all  substitute  Options.  The Holder  shall pay all taxes  (other  than any
issuance taxes, including, without limitation, documentary stamp taxes, transfer
taxes and other  governmental  charges,  which shall be paid by the  Company) in
connection with such issuance and delivery of this Option and the Option Shares.
In  addition,  the  Holder  shall  pay all  taxes in  connection  with any sale,
assignment or other transfer of this Option.

        The  Company  shall  maintain,  at the  office or agency of the  Company
maintained  by the  Company,  books for the  registration  and  transfer  of the
Option.

        9.  Reservation of Option Shares.  The Company will at all times reserve
and keep  available,  free from preemptive  rights,  out of the aggregate of its
authorized  but unissued  Common Stock or its authorized and issued Common Stock
held in its  treasury,  solely for the  purpose of  enabling  it to satisfy  any
obligation  to issue Option  Shares upon  exercise of this  Option,  the maximum
number of shares of Common Stock which may then be deliverable upon the exercise
of this Option. The Company or, if appointed,  the Transfer Agent for the Common
Stock (the "Transfer Agent") and every subsequent  transfer agent for any shares
of the Company's  capital stock  issuable upon the exercise of any of the rights
of purchase  aforesaid will be irrevocably  authorized and directed at all times
to  reserve  such  number of  authorized  shares as shall be  required  for such
purpose.  The Company  will keep a copy of this Option on




                                       8
<PAGE>



file with the Transfer  Agent and with every  subsequent  transfer agent for any
shares of the Company's  capital stock  issuable upon the exercise of the rights
of purchase  represented by this Option.  The Company will furnish such Transfer
Agent a copy of all notices of  adjustments  and  certificates  related  thereto
transmitted to the Holder pursuant to Section 2.6 hereof.  The Company covenants
that all Option  Shares  which may be issued upon  exercise of this Option will,
upon issue,  be fully paid,  nonassessable,  free of preemptive  rights and free
from all taxes, liens,  charges and security interests with respect to the issue
thereof.

        10. Registration.

               A.  Demand  Registration  Rights.   Commencing  on  the  one-year
anniversary  of the date hereof and at any time  thereafter,  if at any time the
Company  shall  receive  from one or more  Holders  a written  request  that the
Company  register not less than a majority of all of the Registrable  Securities
(as defined  below)  identified  in such request under the  Securities  Act, the
Company  agrees  that on one (1) such  occasion  only it shall  prepare and file
promptly with the Securities and Exchange  Commission (the "SEC") a registration
statement  under the  Securities  Act  covering an amount equal to the shares of
Registrable  Securities  held by such  requesting  Holders and agrees to use its
best  efforts  to cause  such  registration  statement  to become  effective  as
expeditiously as possible.  Upon the receipt of such request, the Company agrees
to give promptly  written notice to all Holders of Registrable  Securities  that
such  registration  is to be  effected.  The  Company  agrees to include in such
registration  statement those shares of Registrable  Securities from the Holders
of which it has received  written  requests for  registration  within the thirty
(30) day period after such Holders'  receipt of written notice from the Company.
"Registrable  Securities"  means the Option Shares (as such shares may have been
adjusted  from time to time  pursuant to the  anti-dilution  provisions  of this
Option),  except  that any such  Option  Shares  shall  cease to be  Registrable
Securities  when they have been sold,  transferred  or otherwise  disposed of or
exchanged pursuant to a registration statement under the Securities Act.

        The Company shall not be required to effect a  registration  pursuant to
this  Section  10.A.  if the  Company  shall  furnish  to Holders  requesting  a
registration  statement  pursuant to this Section 10.A, a certificate  signed by
the Chief Operating Officer of the Company stating that in the good faith of the
Board of  Directors of the Company that the Company (1) has reached a "probable"
state on an acquisition with respect to which the Company reasonably believes it
is  required  by the  Securities  Act to  include  in a  registration  statement
information  and financial  statements  concerning  such  application or (2) has
completed  such an  acquisition  but has not yet filed the financial  statements
required by Item 7 of Form 8-K under the  Securities  Exchange  Act of 1934 (the
"Exchange Act"), as amended, then the Company shall have the right to defer such
filing until 30 days after the  financial  statements  required by Item 7 of the
Exchange Act are filed with the SEC with respect to either such acquisition.  If
the Company shall  postpone the filing of any  registration  statement,  Holders
holding in the  aggregate  50% or more of the number of  Registrable  Securities
requested to be included in such registration  statement shall have the right to
withdraw  their requests for such  registration  by giving notice to the Company
within 15 days of the notice of postponement.  Such withdrawal  request shall be
deemed  to apply to all  Holders  who had  requested  to have  such  Registrable
Securities  included  in such  registration  statement.  In the  event  that any
Holders withdraw their request in the foregoing  manner,  such request shall not
be counted for purposes of determining the number of  registrations to which the
Holders are entitled  pursuant to this Section  10.A.  Notwithstanding  anything
herein to the




                                       9
<PAGE>



contrary,  under no  circumstances  shall the  Company be  permitted  to defer a
filing  pursuant to this  paragraph  more than once during any twelve (12) month
period.

               B.  "Piggyback"  Registration  Rights.  From and  after  the date
hereof, each time the Company shall determine to prepare and file a registration
statement under the Securities Act with respect to any of its securities  (other
than pursuant to Section 10.A. hereof or pursuant to a registration statement on
Form S-4, S-8 or other limited  purpose  form) in  connection  with the proposed
offer and sale for money of any of its securities  either for its own account or
on behalf of any other security holder,  the Company agrees to give prompt prior
written notice of its  determination  to the Holder of  Registrable  Securities,
which notice shall offer to such Holders the opportunity to register 150% of the
number of shares of Registrable Securities, as each Holder may request. Upon the
written request of a Holder of any shares of Registrable Securities given within
thirty (30) days after the receipt of such written notice from the Company,  the
Company  agrees  to use its  best  efforts  to  cause  all of  such  Registrable
Securities,  the Holders of which have so requested  registration thereof, to be
included in such registration statement and registered under the Securities Act,
all to the  extent  necessary  to permit  the sale or other  disposition  by the
prospective seller or sellers of the Registrable Securities to be so registered.
Notwithstanding   any  other  provision  of  this  Option,  if  the  underwriter
determines  in good faith that  marketing  factors  require a limitation  of the
number of shares to be  underwritten,  the number of shares that may be included
in the underwriting shall be allocated, first, to the Company and second, to the
Holders electing to participate in the registration on a pro rata basis based on
the total number of Registrable Securities held by such participating Holders.

               C. Expenses of  Registration.  Except as  specifically  set forth
herein,  all  registration   expenses   (including,   without  limitation,   all
registration  and filing fees,  printing  expenses,  fees and  disbursements  of
counsel  for the  Company,  blue sky fees and  expenses  and the  expense of any
special  audits  incident  to or required  by any such  regulation)  incurred in
connection  with any  registration,  qualification  or  compliance  pursuant  to
Section 10.A. or 10.B. shall be home by the Company. All applicable underwriting
documents and selling  commissions  shall be borne by the Holder of  Registrable
Securities  so  registered  pro rata on the  basis of the  number  of  shares so
requested.

               D. Further  Agreements.  In connection  with any  registration of
Registrable Securities  contemplated under this Section 10, the Company and each
of the Holders requesting  registration agree to enter into customary agreements
regarding the  furnishing of  information  by such Holders for the  registration
statements and indemnification.

               E.  Descriptive  Headings  and  Governing  Law.  The  descriptive
headings of the several  paragraphs of this Option are inserted for  convenience
only and do not constitute a part of this Option. This Option shall be construed
and  enforced  in  accordance  with the laws of the State of New  York,  and the
rights of the parties shall be governed by, the law of such State.

                            [Signature page follows]


                                       10
<PAGE>



        IN WITNESS  WHEREOF,  this Option  Agreement has been executed as of the
date first written above.

                                    BIOENVISION, INC.

                                    By:
                                            ------------------------------------
                                            Name: Christopher B. Wood
                                            Title: President



                                    --------------------------------------------
                                    Print Name of Optionee

                                    By:
                                            ------------------------------------
                                            Name:
                                            Title:



                                       11
<PAGE>



                                  PURCHASE FORM

Dated:  _______________

The undersigned  hereby  irrevocably elects to exercise the within Option to the
extent of  purchasing  ________  Option  Shares  and hereby  makes  payment of $
_________in payment of the exercise price thereof.




                                                  ------------------------------




                                       12
<PAGE>



                                CASHLESS EXERCISE

Dated:  _______________

        The undersigned  irrevocably  elects to exercise the within Option for -
Option  Shares  and hereby  makes  payment  pursuant  to the  Cashless  Exercise
provision of the within Option, and directs that the payment of the Option Share
Price be made by  cancellation  as of the date of  exercise  of a portion of the
within Option in accordance with the terms and provisions of Section 3(b) of the
within Option.




                                                  ------------------------------






                                       13
<PAGE>



                               FORM OF ASSIGNMENT

[To be completed and signed only upon transfer of Option)

        FOR VALUE RECEIVED,  the undersigned hereby sells, assigns and transfers
unto _________ the right  represented by the within Option to purchase  ________
shares of Common Stock of  Bioenvision,  Inc. to which the within Option relates
and appoints  _______ attorney to transfer said right on the books of __________
with full power of substitution in the premises.

Dated:  ___________________  ______, 200___

(Signature  must  conform in all  respects to name of holder as specified on the
face of the Option)

                                                   Address of Transferee:

                                                   -----------------------------

                                                   -----------------------------

                                                   -----------------------------

In the presence of:

------------------------





                                       14
[{"type": "S-8", "sequence": "1", "filename": "bios8.txt", "secsgml_size_bytes": 112614}]
{"company-data": {"conformed-name": "BIOENVISION INC", "cik": "0001028205", "assigned-sic": "2834", "irs-number": "113375915", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-113094", "film-number": "04628247"}, "business-address": {"street1": "ONE ROCKEFELLER PLAZA", "street2": "SUITE 1600", "city": "NEW YORK", "state": "NY", "zip": "10020", "phone": "2124456581"}, "mail-address": {"street1": "ONE ROCKEFELLER PLAZA", "street2": "SUITE 1600", "city": "NEW YORK", "state": "NY", "zip": "10020"}, "former-company": {"former-conformed-name": "ASCOT GROUP INC", "date-changed": "19961205"}}
As filed with the Securities and Exchange Commission on February 25, 2004.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         FORM S-8 REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                                BIOENVISION, INC.
               (Exact name of issuer as specified in its charter)

        Delaware                                          13-4025857
(State of Incorporation)                    (IRS Employer Identification Number)

                509 Madison Avenue, Suite 404, New York, NY 10022
               (Address of Principal Executive Offices) (Zip Code)

                                BIOENVISION, INC.
                            2003 STOCK INCENTIVE PLAN
                            (Full title of the Plan)

         Christopher B. Wood, M.D., Chairman and Chief Executive Officer
                                Bioenvision, Inc.
                          509 Madison Avenue, Suite 404
                               New York, NY 10022
                     (Name and address of agent for service)

                                 (212) 750-6700
          (Telephone number, including area code, of agent for service)

                                    copy to:
                              J. Mark Poerio, Esq.
                      Paul, Hastings, Janofsky & Walker LLP
                    1299 Pennsylvania Ave., N.W., Tenth Floor
                              Washington, DC 20004
                                 (202) 508-9582
            (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
 Title of Securities to be     Amount to be     Proposed Maximum     Proposed Maximum       Amount of
        registered              registered       Offering Price     Aggregate Offering   Registration Fee
                                                    Per Unit               Price
2003 Stock Incentive Plan,       3,000,000          $3.80 (3)          $11,400,000              $1,444.38
Common Shares, par value
$.001 per share (1)
Retention Grant Pursuant         1,500,000          $1.25 (4)          $1,875,000               $237.56
to an Employment
Agreement, Common Shares,
par value $.001 per share
(2)

                                                                                            TOTAL FEE:
                                                                                            $1,681.94
(1) Registered  herein are 3,000,000  shares of the  Registrant's  Common Shares
that may be issued  pursuant to its 2003 Stock  Incentive  Plan. Also registered
hereunder are such additional number of Common Shares, presently indeterminable,
as may be  necessary  to satisfy the  anti-dilution  provisions  of the Plans to
which this Registration  Statement relates in accordance with Rule 416 under the
Securities Act of 1933, as amended (the "Securities Act").

(2) Registered  herein are 1,500,000  shares of the  Registrant's  Common Shares
that have been issued pursuant to an option agreement between the Registrant and
Christopher B. Wood, M.D.

(3) Calculated  pursuant to paragraphs (c) and (h) of Rule 457 of the Securities
Act,  the  proposed  maximum  offering  price  per  share  of the  shares  being
registered is estimated  solely for the purpose of determining the  registration
fee, based upon the weighted  average of (i) the weighted average exercise price
of $2.05 per share  with  respect  to the  1,975,000  Common  Shares  subject to
outstanding  stock option awards  pursuant to the 2003 Stock  Incentive Plan and
(ii) $7.16 per share for the remaining  1,025,000 of Common Shares  eligible for
issuance  pursuant  to the 2003 Stock  Incentive  Plan,  which is based upon the
average of the high and low prices per share of the Registrant's  Common Shares,
as reported on the American Stock Exchange on February 20, 2004, which is within
five  business  days  prior  to the  date of the  filing  of  this  Registration
Statement.

(4) Calculated  pursuant to paragraph (h) of Rule 457 of the Securities Act, the
proposed  maximum  offering  price per share of the shares being  registered  is
estimated solely for the purpose of determining the registration fee, based upon
the exercise  price of the  1,500,000  Common Shares  subject to an  outstanding
stock option award pursuant to Mr. Wood's stock option award agreement.

                                     PART I
                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 1. PLAN INFORMATION

        The documents  containing the information  specified in Item 1 of Part I
of this Registration Statement will be sent or given to participants who receive
awards under the  Bioenvision,  Inc. 2003 Stock Incentive Plan (the "Plan") and,
in  accordance  with Section 10(a) of the  Securities  Act and Rules 424 and 428
promulgated  under the Securities Act by the Securities and Exchange  Commission
(the "Commission"),  are not being filed with, or included in, this Registration
Statement.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

        The documents  containing the information  specified in Item 2 of Part I
of  this  Registration  Statement  will  be sent or  given  free  of  charge  to
participants who receive awards under the Bioenvision, Inc. 2003 Stock Incentive
Plan and, in accordance  with Section 10(a) of the  Securities  Act and Rule 428
promulgated  under the Securities Act, are not being filed with, or included in,
this Registration Statement. All requests can be sent to:

                                Bioenvision, Inc.
                               509 Madison Avenue
                                    Suite 404
                            New York, New York 10022
                              Attn: General Counsel

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        The  following  documents,  which  have been  filed  with the SEC by the
Registrant,  are incorporated by reference in this Registration  Statement.  The
information  incorporated  by  reference  is  considered  to  be  part  of  this
Registration Statement, and information that the Registrant files later with the
SEC will  automatically  update and supersede this  information.  The Registrant
incorporates by reference the documents  listed below and any future filings the
Registrant  makes with the SEC under Sections  13(a),  13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"):

        (a) The  Registrant's  Annual  Report on Form 10-KSB for the fiscal year
ended June 30,  2003,  filed with the SEC on  September  29,  2003 (SEC File No.
001-31787); and

        (b)  The  Registrant's   Quarterly  Report  on  Form  10-QSB,   for  the
three-month  period ended December 31, 2003,  filed with the SEC on February 17,
2003 (SEC File No. 001-31787);

        (c)  The  Registrant's  Quarterly  Report  on  Form  10-QSB/A1,  for the
three-month  period ended December 31, 2003,  filed with the SEC on February 18,
2003 (SEC File No. 001-31787); and

        (d) The  description  of the  Registrant's  common  shares of beneficial
interest  contained  in its  Registration  Statement on Form 8-A dated and filed
with the  Commission  on  September  5, 2003  pursuant  to Section  12(g) of the
Exchange  Act, as amended (SEC File No.  001-31787),  including any amendment or
report filed for the purpose of updating such description.

ITEM 4. DESCRIPTION OF SECURITIES

        Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        None.

        The validity of the common stock has been passed upon by Paul, Hastings,
Janofsky & Walker LLP for the Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        The  indemnification  of officers  and  directors of the  Registrant  is
governed by Section 145 of the General  Corporation Law of the State of Delaware
(the "DGCL") and the Certificate of  Incorporation,  as amended,  and By-Laws of
the  Registrant.  Subsection  (a) of DGCL Section 145 empowers a corporation  to
indemnify  any person who was or is a party or is  threatened to be made a party
to any  threatened,  pending or completed  action,  suit or proceeding,  whether
civil, criminal,  administrative or investigative (other than an action by or in
the right of the  corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably incurred by the person in connection with
such  action,  suit or  proceeding  if the person acted in good faith and in the
manner  the  person  reasonably  believed  to be in or not  opposed  to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause  to  believe  the  person's  conduct  was
unlawful.

        Subsection  (b) of DGCL Section 145 empowers a corporation  to indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a  judgment  in its favor by reason of the fact that the
person is or was a director,  officer, employee or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise  against  expenses  (including  attorneys'  fees) actually and
reasonably incurred by the person in a connection with the defense or settlement
of such  action or suit if the person  acted in good faith and in the manner the
person reasonably  believed to be in or not opposed to the best interests of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable to the corporation  unless and only to the extent that the Delaware Court
of  Chancery  or the  court in which  such  action  or suit  was  brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled  to  indemnity  for such  expenses  which the Court of Chancery or such
other court shall deem proper.

        DGCL Section 145 further  provides  that to the extent that a present or
former  director or officer is  successful,  on the merits or otherwise,  in the
defense of any action, suit or proceeding referred to in subsections (a) and (b)
of Section 145, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses  (including  attorneys' fees) actually and
reasonably  incurred by such  person in  connection  therewith.  In all cases in
which  indemnification  is permitted under subsection (a) and (b) of Section 145
(unless  ordered  by a
court),  it shall be made by the corporation  only as authorized in the specific
case  upon a  determination  that  indemnification  of  the  present  or  former
director,  officer, employee or agent is proper in the circumstances because the
applicable standard of conduct has been met by the party to be indemnified. Such
determination  must be made,  with  respect  to a person  who is a  director  or
officer  at the  time  of  such  determination,  (1) by a  majority  vote of the
directors  who are no parties to such action,  suit or  proceeding,  even though
less  than a quorum,  or (2) by a  committee  of such  directors  designated  by
majority vote of such directors, even though less than a quorum, or (3) if there
are no such  directors,  or if such directors so direct,  by  independent  legal
counsel in a written opinion, or (4) by the stockholders. The statute authorizes
the corporation to pay expenses incurred by an officer or director in advance of
the final  disposition  of a proceeding  upon receipt of an undertaking by or on
behalf of the person to whom the advance will be made,  to repay the advances if
it shall  ultimately be determined that he was not entitled to  indemnification.
DGCL Section 145 also provides that  indemnification and advancement of expenses
permitted  thereunder are not to be exclusive of any other rights to which those
seeking  indemnification  or  advancement  of expenses may be entitled under any
By-Law,   agreement,   vote  of  stockholders  or  disinterested  directors,  or
otherwise.  DGCL Section 145 also  authorizes  the  corporation  to purchase and
maintain liability insurance on behalf of its directors, officers, employees and
agents  regardless of whether the corporation  would have the statutory power to
indemnify such persons against the liabilities insures.

        Article Seventh of the Certificate of  Incorporation  of the Registrant,
as amended  (the  "Certificate"),  provides  that no director of the  Registrant
shall be personally  liable to the Registrant or its  stockholders  for monetary
damages for breach of fiduciary duty as a director  except for liability (i) for
any  breach  of  the  director's  duty  of  loyalty  to  the  Registrant  or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the  DGCL  (involving   certain   unlawful   dividends  or  stock  purchases  or
redemptions),  or (iv) for any  transaction  from which the director  derived an
improper personal benefit.

        Pursuant to Section 145(g) of the DGCL,  the  Registrant's  By-Laws,  as
amended,  authorize the Registrant to obtain  insurance to protect  officers and
directors  from certain  liabilities,  including  liabilities  against which the
Registration cannot indemnify its officers and directors.

        In derivative  actions,  the  Registrant may only protect from liability
its officers,  directors,  employees and agents  against  expenses  actually and
reasonably  incurred in connection with the defense or settlement of a suit, and
only if they acted in good faith and in a manner they reasonably  believed to be
in, or not opposed to, the best interests of the corporation. Indemnification is
not  permitted  in the event that the  director,  officer,  employee or agent is
actually adjudged liable to Bioenvision unless, and only to the extent that, the
court in which the action was brought so determines.

        Bioenvision's  Certificate of  Incorporation  permits it to protect from
liability its directors except in the event of: (1) any breach of the director's
duty of loyalty to  Bioenvision or its  stockholders;  (2) any act or failure to
act that is not in good faith or involves  intentional  misconduct  or a knowing
violation of the law; (3)  liability  arising  under Section 174 of the
Delaware  General   Corporation  Law,  relating  to  unlawful  stock  purchases,
redemptions,  or  payment  of  dividends;  or (4) any  transaction  in which the
director received an improper personal benefit.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8. EXHIBITS

EXHIBIT
NO.            DESCRIPTION

4.1            Bioenvision, Inc. 2003 Stock Incentive Plan (included as an
               exhibit to Registrant's definitive proxy statement on Schedule
               14-A, filed in connection with the annual meeting held on January
               14, 2004 (SEC File No. 001-31787), which is incorporated herein
               by reference)

5.1            Opinion of Paul, Hastings, Janofsky & Walker LLP regarding the
               legality of the securities being registered by the Registrant

23.1           Consent of Grant Thornton LLP, Independent Certified Public
               Accountants

23.2           Consent of Paul, Hastings, Janofsky & Walker LLP (included in
               Exhibit 5.1)

24.1           Powers of Attorney (included as a part of the signature page of
               this Registration Statement)

99.1           Form of Option Award Agreement with U.S. Employees for
               Bioenvision, Inc. 2003 Stock Incentive Plan

99.2           Form of Restricted Share Award Agreement for Bioenvision, Inc.
               2003 Stock Incentive Plan

99.3           Form of Option Award Agreement with U.K. Employees for
               Bioenvision, Inc. 2003 Stock Incentive Plan

99.4           Option Award Agreement between the Registrant. and Christopher B.
               Wood, M.D., April 30, 2001, which certifies that Mr. Wood has an
               option to purchase 1,500,000 shares of Bioenvision common shares,
               par value $.001, at an exercise price of $1.25 per share

ITEM 9. UNDERTAKINGS

        The undersigned Registrant hereby undertakes the following:
(a) The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                      (i)    To  include  any  prospectus  required  by  Section
                             10(a)(3) of the Securities Act;

                      (ii)   To  reflect in the  prospectus  any facts or events
                             arising   after   the   effective   date   of   the
                             Registration   Statement   (or  the   most   recent
                             post-effective     amendment     thereof)    which,
                             individually  or  in  the  aggregate,  represent  a
                             fundamental  change in the information set forth in
                             the  Registration  Statement.  Notwithstanding  the
                             foregoing,  any  increase  or decrease in volume of
                             securities  offered (if the total  dollar  value of
                             securities  offered would not exceed that which was
                             registered)  and any deviation from the low or high
                             end of the estimated  maximum offering range may be
                             reflected in the form of prospectus  filed with the
                             Commission  pursuant  to  Rule  424(b)  if,  in the
                             aggregate,   the   changes   in  volume  and  price
                             represent  no more than a 20% change in the maximum
                             aggregate   offering   price   set   forth  in  the
                             "Calculation  of  Registration  Fee"  table  in the
                             effective Registration Statement; and

                      (iii)  To include any material information with respect to
                             the plan of distribution  not previously  disclosed
                             in  the  Registration  Statement  or  any  material
                             change  to  such  information  in the  Registration
                             Statement.

               Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission by the Registrant  pursuant to Section 13 or Section
15(d)  of  the  Exchange  Act,  that  are   incorporated  by  reference  in  the
Registration Statement.

               (2) That, for the purpose of determining  any liability under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3) To  remove  from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

        (b) The undersigned  Registrant  hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (c) The  undersigned  Registrant  hereby  undertakes,  that,  insofar as
indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
permitted to  directors,  officers  and  controlling  persons of the  Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised that in the opinion of the Commission  such  indemnification  is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Bioenvision,
Inc.  certifies that it has  reasonable  grounds to believe that it meets all of
the  requirements  for filing on Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of New  York,  State of New  York,  on this 25th day of
February, 2004.

                                    BIOENVISION, INC.
                                    A Delaware corporation (Registrant)

                                    By:   /s/ Christopher B. Wood
                                          --------------------------------------
                                          Name:  Christopher B. Wood
                                          Title:  Chairman and Chief Executive
                                                  Officer

                                POWER OF ATTORNEY

        Each  person  whose  signature  appears  below  hereby  constitutes  and
appoints Christopher M. Wood as his or her true and lawful attorney-in-fact with
full power of substitution  and  resubstitution,  for him and in his name, place
and stead, in any and all capacities,  to sign any and all amendments (including
post-effective  amendments) to this Registration  Statement (or any registration
statement for the same offering that is to be effective upon filing  pursuant to
Rule 462(b) under the Securities Act of 1933) and to cause the same to be filed,
with all exhibits thereto and other documents in connection therewith,  with the
Securities and Exchange  Commission,  hereby granting to said  attorneys-in-fact
and agents,  and each of them,  full power and  authority to do and perform each
and every act and thing  whatsoever  requisite  or  desirable  to be done in and
about the  premises,  as fully to all  intents and  purposes as the  undersigned
might or could do in person, hereby ratifying and confirming all acts and things
that said  attorneys-in-fact and agents, or either of them, or their substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.
Signature                        Title                                  Date
/s/ Christopher B. Wood          Chairman and Chief Executive           February 25, 2004
-----------------------          Officer (Principal Executive
Christopher B. Wood              Officer)

/s/ David P. Luci
-----------------------          Director of Finance, General           February 25, 2004
David P. Luci                    Counsel and Corporate Secretary

/s/ Jeffrey B. Davis             Director                               February 25, 2004
-----------------------
Jeffrey B. Davis
/s/ Thomas Scott Nelson          Director                               February 25, 2004
-----------------------
Thomas Scott Nelson

/s/ Steven A. Elms               Director                               February 25, 2004
-----------------------
Steven A. Elms

/s/Andrew Schiff                 Director                               February 25, 2004
-----------------------
Andrew Schiff

/s/ Michael Kauffman             Director                               February 25, 2004
-----------------------
Michael Kauffman
INDEX TO EXHIBITS

EXHIBIT
NO.            DESCRIPTION

4.1            Bioenvision, Inc. 2003 Stock Incentive Plan (included as an
               exhibit to Registrant's definitive proxy statement on Schedule
               14-A, filed in connection with the annual meeting held on January
               14, 2004 (SEC File No. 001-31787), which is incorporated herein
               by reference)

5.1            Opinion of Paul, Hastings, Janofsky & Walker LLP regarding the
               legality of the securities being registered by the Registrant

23.1           Consent of Grant Thornton LLP, Independent Certified Public
               Accountants

23.2           Consent of Paul, Hastings, Janofsky & Walker LLP (included in
               Exhibit 5.1)

24.1           Powers of Attorney (included as a part of the signature page of
               this Registration Statement)

99.1           Form of Option Award Agreement with U.S. Employees for
               Bioenvision, Inc. 2003 Stock Incentive Plan

99.2           Form of Restricted Share Award Agreement for Bioenvision, Inc.
               2003 Stock Incentive Plan

99.3           Form of Option Award Agreement with U.K. Employees for
               Bioenvision, Inc. 2003 Stock Incentive Plan

99.4           Option Award Agreement between the Registrant. and Christopher B.
               Wood, M.D., April 30, 2001, which certifies that Mr. Wood has an
               option to purchase 1,500,000 shares of Bioenvision common shares,
               par value $.001, at an exercise price of $1.25 per share
EXHIBIT 5.1

                           OPINION REGARDING LEGALITY

                      PAUL, HASTINGS, JANOFSKY & WALKER LLP
                         1299 PENNSYLVANIA AVENUE, N.W.
                                   TENTH FLOOR
                             WASHINGTON, D.C. 20004
                   TELEPHONE (202) 508-9500 FAX (202) 508-9700

                                February 25, 2004

Bioenvision, Inc.
509 Madison Avenue
Suite 404
New York, NY 10022

        Re:    Bioenvision, Inc. Registration of 2003 Stock Incentive Plan on
               Form S-8

Ladies and Gentlemen:

        We have acted as  special  counsel  for  Bioenvision,  Inc.,  a Delaware
corporation (the "Company"),  in connection with the preparation and filing of a
registration  statement on Form S-8 (the "Registration  Statement")  relating to
3,000,000  Common  Shares of  Beneficial  Interest,  par  value  $.001 per share
("Common  Shares") which may be issued under the Company's 2003 Stock  Incentive
Plan (the "Plan"), 1,500,000 Common Shares which have been issued pursuant to an
option award agreement (the "Option  Agreement"),  dated April 30, 2001, between
the Company and Christopher B. Wood, M.D., and Common Shares which may be issued
as may be necessary to satisfy the anti-dilution  provisions of the Plan and the
Option Agreement. In accordance with the Registration Statement, the Company may
initially  issue up to an  aggregate of  3,000,000  shares of its Common  Shares
pursuant to the Plan.  This  opinion is being  furnished  to you as a supporting
document for such Registration Statement.

        In this  connection  we have  examined  and  considered  the original or
copies, certified or otherwise identified to our satisfaction, of the following:

        (i) The Articles of Incorporation,  including all amendments thereto, of
the Company, as in effect on the date hereof;

        (ii) The By-Laws of the Company, including all amendments thereto, as in
effect on the date hereof;

        (iii)  The  Notice  of the 2004  Annual  Meeting  ("Notice")  and  Proxy
Statement  mailed to holders of Common Shares of the Company  noticing an annual
meeting of holders of shares of the Company  ("Annual  Meeting") and  describing
the actions to be voted on at such meeting, including approval of the Plan;
Opinion of Paul, Hastings, Janofsky & Walker LLP                               2

        (iv)  Resolutions  of the Board of  Directors  of the  Company,  adopted
pursuant  to  Unanimous  Written  Consent  of the Board on  November  17,  2003,
approving the Plan and  authorizing  the  registration  of the 3,000,000  Common
Shares that may be issued pursuant to the Plan under the Securities Act of 1933,
as amended;

        (v) The  Registration  Statement  filed with the Securities and Exchange
Commission with respect to the 3,000,000 Common Shares issuable upon exercise of
options granted under the Plan; and

        (vi) The Option Award  Agreement  between the Company and Christopher B.
Wood, M.D., dated April 30, 2001.

        In addition, we have obtained from public officials,  officers and other
representatives  of the Company,  and others such  certificates,  documents  and
assurances as we considered  necessary or appropriate  for purposes of rendering
this opinion.  In our  examination of the documents  listed in (i)-(v) above and
the other  certificates  and documents  referred to herein,  we have assumed the
legal  capacity of all natural  persons,  the  genuineness  of all signatures on
documents  not executed in our presence and facsimile or  photostatic  copies of
which  we  reviewed,  the  authenticity  of  all  documents  submitted  to us as
originals,  the conformity to the original documents of all documents  submitted
to us as certified or photostatic  copies and the  authenticity of the originals
of such  documents.  Without  limiting the  generality  of the foregoing we have
relied  upon  the  representations  of  the  Company  as  to  the  accuracy  and
completeness  of (i)  the  Articles  of  Incorporation  and the  By-laws  of the
Company;  (ii)  the  Plan;  (iii)  the  Registration  Statement;  and  (iv)  the
representations  of the Company  that (a) the  resolutions  of the Board,  dated
November  17,  2003,  approving,  among  other  things,  the  Plans,  filing the
Registration  Statement,  and reserving the 3,000,000  Common Shares that may be
issued pursuant to the Plan, and (b) the Articles of  Incorporation  and By-laws
of the Company have not been rescinded, modified or revoked.

        Based upon the  assumptions,  qualifications  and  limitations set forth
herein,  and relying upon the statements of fact contained in the documents that
we have  examined,  we are of the  opinion,  as of the date  hereof,  that  when
options have been exercised as  contemplated by the Plan and  consideration  has
been paid for the Common Shares  underlying the options as  contemplated  by the
Plan,  such  Common  Shares  will  constitute  legally  issued,  fully  paid and
nonassessable, and valid and binding obligations of the Company.

        In addition to the assumptions  set forth above,  the opinions set forth
herein are also subject to the following qualifications and limitations:

        (a) The opinions  expressed in this letter are based upon the assumption
that the Company will cause the  Registration  Statement to become effective and
the Company will keep the Registration  Statement  effective and that any Common
Shares  issued upon the  exercise of options or  purchased  pursuant to the Plan
will be issued only at a time when the Registration Statement is effective.

        (b) The opinions  expressed in this letter are  specifically  limited to
the matters set forth in this  letter and no other  opinions  should be inferred
beyond the matters expressly stated herein.
Opinion of Paul, Hastings, Janofsky & Walker LLP                               3

        (c) The  opinions  expressed in this letter are based on the laws of the
jurisdictions  referred to in the next paragraph as they may be in effect on the
date  hereof  and we assume no  obligation  to  supplement  this  opinion if any
applicable laws change after the date hereof.

        The opinions  herein  expressed  are limited in all  respects  solely to
matters  governed by the General  Corporation Law of the State of Delaware,  and
the  federal  laws of the  United  States  of  America,  insofar  as each may be
applicable.  We  express  no opinion  herein  with  respect to matters of local,
county or municipal law, or with respect to the laws, regulations, or ordinances
of local  agencies  within any state.  Subject to the  foregoing,  any reference
herein  to "law"  means  applicable  constitutions,  statutes,  regulations  and
judicial decisions.

        This opinion  letter is rendered  solely to you in  connection  with the
above referenced  matter and may not be relied upon by you for any other purpose
or delivered to, or quoted or relied upon by, any other person without our prior
written consent.  This opinion letter is rendered as of the date hereof,  and we
assume  no  obligation  to advise  you of any  facts,  circumstances,  events or
developments  that may be brought to our  attention in the future,  which facts,
circumstances,  events or developments may alter,  affect or modify the opinions
or beliefs expressed herein.

        We hereby  consent  to the  filing of this  opinion as an exhibit to the
Registration Statement.

                                   Very truly yours,

                                   /s/ Paul, Hastings, Janofsky & Walker LLP
EXHIBIT 23.1

               Consent of Independent Certified Public Accountants

We have issued our report dated September 22, 2003 accompanying the consolidated
financial  statements of  Bioenvision,  Inc. and  subsidiaries  appearing in the
Annual  Report  on Form  10-KSB  for the  year  ended  June  30,  2003  which is
incorporated  by reference  in this  Registration  Statement.  We consent to the
incorporation by reference in the Registration  Statement of the  aforementioned
report.

                             /s/ GRANT THORNTON LLP

New York, New York
February 18, 2004
EXHIBIT 99.1

             FORM OF OPTION AWARD AGREEMENT WITH U.S. EMPLOYEES FOR
                   BIOENVISION, INC. 2003 STOCK INCENTIVE PLAN
BIOENVISION, INC.
                            2003 STOCK INCENTIVE PLAN

                         ------------------------------
                          Stock Option Award Agreement
                         ------------------------------

                                 Award No.
                                           ----

You (the  "Participant")  are hereby  awarded the  following  stock  option (the
"Option")  to purchase  Common  Stock of  Bioenvision,  Inc.  ("the  "Company"),
subject  to the  terms  and  conditions  set forth in this  Stock  Option  Award
Agreement  (this "Award  Agreement")  and in the  Bioenvision,  Inc.  2003 Stock
Incentive Plan (the "Plan"),  which is attached hereto as Exhibit A. Capitalized
terms used herein and not otherwise defined herein shall have the meanings given
to such terms in the Plan.

               1.  Variable  Terms.  This  Option  shall  be  controlled  by and
        interpreted  according to the following terms, subject to the provisions
        of the Plan in all instances:

Name of Participant:
                                               ---------------------------------

Type of Stock Option:               |_| Incentive Stock Option (ISO)1

                                    |_| Non-Incentive Stock Option

           Number of Shares subject to Option: _____
                                               --------------------------------
                                               --------------------------------

           Option Exercise Price per Share:    $____.___
                                               --------------------------------
                                               --------------------------------

           Date of Option Grant:               _________ ___, 20__
                                               --------------------------------

           Expiration Date:                    |_| ____ years after Date of
                                                   Option Grant
                                               |_| 10 years after Date of Option
                                                   Grant
           Vesting Schedule: (Establishes  the Participant's  rights to exercise
                             this Option with  respect to the Number  of  Shares
                             stated above.)

                                               |_| ___% on Date of Option Grant.
                                               |_| ___%  on  each  of  the first
                                                   __ (#)  annual (_quarterly/__
                                                   monthly) anniversary dates of
                                                   the Participant's  service as
                                                   an employee,  consultant,  or
                                                   director   ("Service")  after
                                                   the Date of Option Grant.

--------
1 If an ISO is awarded to a person  owning more than 10% of the voting  power of
all classes of stock of the Company or of any  Subsidiary,  then the term of the
Option cannot exceed 5 years and the exercise price must be at least 110% of the
Fair Market Value (100% for any other employee who is receiving ISO awards).
2. Term of  Option.  The term of the Option  will  expire at 5:00
        p.m. (E.D.T. or E.S.T., as applicable) on the Expiration Date.

               3.  Manner of  Exercise.  The Option  shall be  exercised  in the
        manner set forth in the Plan.  The amount of Shares for which the Option
        may be exercised is  cumulative;  that is, if the  Participant  fails to
        exercise the Option for all of the Shares vested under the Option during
        any period set forth above,  then any Shares  subject to the Option that
        are not  exercised  during  such  period  may be  exercised  during  any
        subsequent  period,  until the  expiration or  termination of the Option
        pursuant  to Sections 2 and 5 of this Award  Agreement  and the terms of
        the Plan. Fractional Shares may not be purchased.

               4. Premature  Disposition of an ISO. If the Participant  sells or
        otherwise disposes of Shares acquired upon the exercise of an ISO within
        1 year from the date such Shares were  acquired or 2 years from the Date
        of Option Grant, the Participant agrees that to deliver a written report
        to the Company within 10 days following the sale or other disposition of
        such Shares detailing the net proceeds of such sale or disposition.

               5. Termination of Service. If the Participant's  Service with the
        Company is terminated for any reason, this Option shall terminate on the
        date on which the  Participant  ceases to have any right to exercise the
        Option  pursuant to the terms and  conditions  set forth in Section 7 of
        the Plan.

               6.  Subject to Plan.  This  Option is subject to all of the terms
        and conditions of the Plan, and by executing this Award  Agreement,  the
        Participant agrees to be bound by all of the Plan's terms and conditions
        as if it had been set out verbatim in this Award Agreement. In addition,
        the   Participant   recognizes  and  agrees  that  all   determinations,
        interpretations  or other actions  respecting  the Plan may be made by a
        majority  of the Board or of the  Committee  in their sole and  absolute
        discretion,  and  that  such  determinations,  interpretations  or other
        actions are (unless  arbitrary and  capricious)  final,  conclusive  and
        binding upon all parties,  including the Participant,  his or her heirs,
        and representatives.

               7.  Designation of Beneficiary.  Notwithstanding  anything to the
        contrary  contained  herein or in the Plan,  following  the execution of
        this  Award  Agreement,   the  Participant  may  expressly  designate  a
        beneficiary  (the  "Beneficiary")  to his or her  interest in the Option
        awarded  hereby.  The  Participant  shall  designate the  Beneficiary by
        completing  and  executing  a  designation   of  beneficiary   agreement
        substantially in the form attached hereto as Exhibit B (the "Designation
        of  Beneficiary")  and delivering an executed copy of the Designation of
        Beneficiary to the Company.

               8.  Notices.  Any notice,  payment or  communication  required or
        permitted to be given by any provision of this Award  Agreement shall be
        in writing and shall be delivered  personally or sent by certified mail,
        return receipt requested,  addressed as follows:  (i) if to the Company,
        at the address set forth on the signature page hereto  (attention:  2003
        Stock Incentive Plan Committee);  (ii) if to Participant, at the address
        set forth below his or her signature on the signature page hereto.  Each
        party  may,  from time
to time, by notice to the other party hereto,  specify a new address for
        delivery of notices to such party  hereunder.  Any such notice  shall be
        deemed to be delivered,  given,  and received for all purposes as of the
        date such notice is received or properly mailed.

               9. Binding  Effect.  Except as  otherwise  provided in this Award
        Agreement or in the Plan,  every  covenant,  term, and provision of this
        Award  Agreement  shall be binding  upon and inure to the benefit of the
        parties   hereto   and   their   respective   heirs,   legatees,   legal
        representatives, successors, transferees, and assigns.

               10.  Modifications.  This  Award  Agreement  may be  modified  or
        amended at any time,  provided that the Participant  must consent to any
        modification  that adversely alters or impairs any rights or obligations
        under this Option.

               11. Headings.  Section and other headings contained in this Award
        Agreement  are for  reference  purposes  only  and are not  intended  to
        describe,  interpret,  define or limit the scope or intent of this Award
        Agreement or any provision hereof.

               12. Severability.  Every provision of this Award Agreement and of
        the Plan is intended to be  severable.  If any term hereof is illegal or
        invalid for any reason,  such illegality or invalidity  shall not affect
        the validity or legality of the remaining terms of this Award Agreement.

               13. Governing Law. The laws of the State of New York shall govern
        the validity of this Award Agreement, the construction of its terms, and
        the interpretation of the rights and duties of the parties hereto.

               14.  Counterparts.  This Award  Agreement  may be executed by the
        parties hereto in separate counterparts,  each of which when so executed
        and  delivered  shall be an original,  but all such  counterparts  shall
        together constitute one and the same instrument.

        BY YOUR  SIGNATURE  BELOW,  along with the  signature  of the  Company's
representative,  you and the Company  agree that the Option is awarded under and
governed by the terms and conditions of this Award Agreement and the Plan.

                                 BIOENVISION, INC.

                                 By:
                                     A duly authorized Director or Officer

                                 The undersigned  Participant hereby accepts the
terms of this Award Agreement and the Plan.

                                 By:

                                     Name of Participant: ______________________
Exhibit A
                                    ---------

                                BIOENVISION, INC.
                            2003 STOCK INCENTIVE PLAN
Exhibit B
                                    ---------

                                BIOENVISION, INC.
                            2003 STOCK INCENTIVE PLAN

                           Designation of Beneficiary

           In  connection  with the STOCK  OPTION  AWARD  AGREEMENT  (the "Award
Agreement") entered into on _______________, 20__ between Bioenvision, Inc. (the
"Company") and  _______________,  an individual residing at _______________ (the
"Participant"),  the Participant hereby designates the person specified below as
the  beneficiary  of the  Participant's  interest in a stock  option to purchase
shares of Common  Stock (as  defined  in the  Award  Agreement)  of the  Company
awarded pursuant to the Award Agreement. This designation shall remain in effect
until revoked in writing by the Participant.

                  Name of Beneficiary:
                                               -------------------------------

                  Address:
                                               -------------------------------

                                               -------------------------------

                                               -------------------------------

                  Social Security No.:
                                               -------------------------------

           The Participant understands that this designation operates to entitle
the above-named  beneficiary to the rights conferred by the Award Agreement from
the  date  this  form  is  delivered  to the  Company  until  such  date as this
designation is revoked in writing by the  Participant,  including by delivery to
the Company of a written designation of beneficiary  executed by the Participant
on a later date.

                                                  Date:
                                                            --------------------

                                                    By:
                                                            --------------------
                                                            [Participant Name]

Sworn to before me this

____ day of ____________, 20__

------------------------------
Notary Public

County of  __________________

State of   __________________
EXHIBIT 99.2

                  FORM OF RESTRICTED SHARE AWARD AGREEMENT FOR
                   BIOENVISION, INC. 2003 STOCK INCENTIVE PLAN
BIOENVISION, INC.
                            2003 STOCK INCENTIVE PLAN

                         -------------------------------
                        Restricted Stock Award Agreement
                         ------------------------------

                                 Award No.
                                           ----

You are hereby awarded  Restricted Stock subject to the terms and conditions set
forth in this Restricted Stock Award Agreement ("Award") and in the Bioenvision,
Inc. 2003 Stock Incentive Plan ("Plan"),  which is attached hereto as Exhibit A.
By  executing  this Award,  you agree to be bound by all of the Plan's terms and
conditions as if they had been set out verbatim in this Award. In addition,  you
recognize and agree that all determinations,  interpretations,  or other actions
respecting the Plan and this Award will be made by the Plan  Administrator,  and
shall be final,  conclusive  and binding on all parties,  including you and your
successors  in  interest.  Capitalized  terms are defined in the Plan or in this
Award.
Specific Terms.  Your Restricted Stock has the following terms:

-------------------------------- -----------------------------------------------
Name of Participant
-------------------------------- -----------------------------------------------
Number of Shares Subject to
Award
-------------------------------- -----------------------------------------------
Purchase Price per Share         $
-------------------------------- -----------------------------------------------
Date of Award
-------------------------------- -----------------------------------------------
Last Date to Purchase Shares
-------------------------------- -----------------------------------------------
Vesting                          Subject to  acceleration,  as  provided  in the
                                 Plan,  your  Restricted  Stock under this Award
                                 shall  vest at the  rate of ___%  per  calendar
                                 year  (up to a  maximum  of 100%) at the end of
                                 which you have not terminated  service with the
                                 Company for any reason.
-------------------------------- -----------------------------------------------

           1. Dividends.  Dividends on your Restricted  Stock will be reinvested
in additional  shares of Restricted Stock that are subject to the same terms and
conditions  as the  Restricted  Stock with respect to which the  dividends  were
paid.

           2. Investment  Purposes.  You acknowledge that you are acquiring your
Restricted Stock for investment  purposes only and without any present intention
of selling or distributing them.
3. Legend.  Until all vesting restrictions lapse and new certificates
are issued  pursuant to the next section,  Certificates  representing  shares of
Restricted Stock issued pursuant to this Award shall bear the following legend:

               The  shares  represented  by  this  certificate  are  subject  to
               reacquisition  by, and such  shares may not be sold or  otherwise
               transferred  except  pursuant to the provisions of the Restricted
               Stock Award  Agreement by and between  Bioenvision,  Inc. and the
               registered owner of such shares.

           4. Lapse of Vesting Restrictions.  As vesting restrictions lapse, the
Company  shall cause new  certificates  to be issued and  delivered to you, free
from the legend in the preceding section, but with any other legends the Company
determines to be  appropriate.  New  certificates  shall not be delivered to you
unless you have made  arrangements  satisfactory  to the Plan  Administrator  to
satisfy tax-withholding obligations.

           5. Section  83(b)  Election  Notice.  If you elect under Code Section
83(b) to be taxed  immediately on your Restricted  Stock when it was granted to,
you promise to notify the Company of the election  within 10 days of filing that
election with the Internal  Revenue  Service.  Exhibit B is a suggested  form of
Section 83(b) election.

           6. Not a Contract of Employment.  By executing this Award  Agreement,
you  acknowledge  and agree that (1) any person who is  terminated  before  full
vesting of an award,  such as the one  granted  to you by this Award  Agreement,
could claim that he or she was terminated to preclude  vesting;  (2) you promise
never to make such a claim;  (3)  nothing  in this Award  Agreement  or the Plan
confers  on you any right to  continued  Company  employment  or  restricts  the
Company's  right to terminate your  employment at any time for any or no reason;
and (4) the  Company  would  not have  granted  this  Award to you but for these
acknowledgements and agreements.

           7.  Severability.  Subject to one exception,  every provision of this
Award  Agreement  and the Plan is intended to be  severable,  and any illegal or
invalid term shall not affect the validity or legality of the  remaining  terms.
The only exception is that this Award  Agreement shall be  unenforceable  if any
provision of the preceding section is illegal, invalid, or unenforceable.

           8.  Governing  Law. New York law shall  govern all issues  associated
with this Plan and this  Award,  except to the  limited  extent (if at all) that
federal law is preemptive.

           9.  Notices.  Any  notice,   payment  or  communication  required  or
permitted  to be given by any  provision  of this Award  shall be in writing and
shall  be  delivered  personally  or  sent by  certified  mail,  return  receipt
requested, addressed as follows: (i) if to the Company, at the address set forth
on  the  signature  page,  to  the  attention  of:  Plan  Administrator  of  the
Bioenvision,  Inc. 2003 Stock Incentive Plan; (ii) if to you, at the address set
forth below your signature on the signature  page.  Each party may, from time to
time, by notice to the other party hereto, specify a new address for delivery of
notices  relating to this Award.  Any such notice shall be deemed to be given as
of the date such notice is personally delivered or properly mailed.

           10. Binding Effect. Every provision of this Award shall be binding on
and  inure  to the  benefit  the  parties'  respective  heirs,  legatees,  legal
representatives, successors, transferees, and assigns.
11. Headings. Headings shall be ignored in interpreting this Award.

           12. Counterparts. This Award may be executed by the parties hereto in
separate counterparts,  each of which when so executed and delivered shall be an
original,   but  all  such  counterparts  shall  together  constitute  the  same
instrument.

           BY YOUR  SIGNATURE  BELOW,  along with the signature of the Company's
representative,  you and the Company  agree that the Option is awarded under and
governed by the terms and conditions of this Award Agreement and the Plan.

                                 BIOENVISION, INC.

                                 By:
                                     Name:
                                     Title:

The undersigned Participant hereby accepts the terms of this Award Agreement and
the Plan.
                                 By:

                                     Name of Participant: ______________________
Exhibit A
                                    ---------

                                BIOENVISION, INC.
                            2003 STOCK INCENTIVE PLAN
Exhibit B
                                    ---------

                                BIOENVISION, INC.
                            2003 STOCK INCENTIVE PLAN

                           Section 83(b) Election Form

Attached is an Internal Revenue Code Section 83(b) Election Form. If you wish to
make a  Section  83(b)  election,  you must do so within 30 days of the date the
restricted stock was transferred to you. In order to make the election, you must
completely  fill out the  attached  form and  file  one copy  with the  Internal
Revenue  office  where you file your tax return.  In  addition,  one copy of the
statement  also must be  submitted  with your  income tax return for the taxable
year in which you make this  election.  Finally,  you also must submit a copy of
the election form to the Company.  Section  83(b)  election  normally  cannot be
revoked.
BIOENVISION, INC.

            --------------------------------------------------------
          Election to Include Value of Restricted Stock in Gross Income
          in Year of Transfer Under Internal Revenue Code Section 83(b)
            ---------------------------------------------------------

        Pursuant to Section  83(b) of the Internal  Revenue Code, I hereby elect
within  30  days  of  receiving  the  property  described  herein  to  be  taxed
immediately on its value specified in item 5 below.

1. My General Information:

                      Name:      __________________________________
                      Address:   ________________________________
                      S.S.N.     ________________________________
                      or T.I.N.: ____________________________

2.      Description of the property  with  respect  to  which  I  am making this
        election:

               ____________________ shares of ___________ stock of  Bioenvision,
               Inc. (Restricted Stock).

3.      The Restricted Stock was transferred to me on ______________  ___, 20__.
        This election relates to the 20____ calendar taxable year.

4.      The Restricted Stock is subject to the following restrictions:

               The  Restricted  Stock  is  forfeitable  until  it is  earned  in
               accordance  with Section 1 of the  Bioenvision,  Inc.  2003 Stock
               Incentive  Plan  ("Plan")   Restricted   Stock  Award   Agreement
               ("Award") or other Award or Plan provisions. The Restricted Stock
               generally is not  transferable  until my interest  becomes vested
               and nonforfeitable, pursuant to the Award and the Plan.

5. Fair market value:

               The fair market value at the time of transfer (determined without
               regard to any restrictions other then restrictions which by their
               terms never will lapse) of the  Restricted  Stock with respect to
               which I am making this election is $_____ per share.

6. Amount paid for Restricted Stock:

               The amount I paid for the Restricted Stock is $____ per share.

7. Furnishing statement to employer:

               A copy of this  statement  has  been  furnished  to my  employer,
               ______________.  If the transferor of the Restricted Stock is not
               my employer,  that entity also has been  furnished with a copy of
               this statement.
8. Award or Plan not affected:

               Nothing contained herein shall be held to change any of the terms
               or conditions of the Award or the Plan.

Dated: ____________ __, 20__.

                                    ------------------------------
                                    Taxpayer
EXHIBIT 99.3

             FORM OF OPTION AWARD AGREEMENT WITH U.K. EMPLOYEES FOR
                   BIOENVISION, INC. 2003 STOCK INCENTIVE PLAN
BIOENVISION, INC.
                            2003 STOCK INCENTIVE PLAN

                         ------------------------------
                          Stock Option Award Agreement
                         ------------------------------

                                 Award No.
                                           ----

You (the  "Participant")  are hereby  awarded the  following  stock  option (the
"Option")  to purchase  Common  Stock of  Bioenvision,  Inc.  ("the  "Company"),
subject  to the  terms  and  conditions  set forth in this  Stock  Option  Award
Agreement  (this "Award  Agreement")  and in the  Bioenvision,  Inc.  2003 Stock
Incentive Plan (the "Plan"),  which is attached hereto as Exhibit A. Capitalized
terms used herein and not otherwise defined herein shall have the meanings given
to such  terms in the Plan.  The  Option is  granted  under  the  provisions  of
Schedule 5 to Income Tax  (Earnings  and Pensions) Act 2003 (a law of the United
Kingdom).  If  and  to the  extent  determined  by  the  Administrator  (in  its
discretion),  the Option shall qualify for the favorable U.K. tax treatment that
is available for grants under plans approved by the Inland Revenue Service.

           1. Variable Terms. This Option shall be controlled by and interpreted
according to the following  terms,  subject to the provisions of the Plan in all
instances:

Name of Participant:
                                                   -----------------------------

           Number of Shares subject to Option:     _____

           Option Exercise Price per Share:        $____.___

           Date of Option Grant:                   _________ ___, 20__

           Expiration Date:                        |_| ____ years after  Date of
                                                       Option Grant
                                                   |_| 10 years  after  Date  of
                                                       Option Grant
           Vesting Schedule: (Establishes  the  Participant's rights to exercise
                             this Option with  respect to the Number  of  Shares
                             stated above.)
                                                   |_| ___% on  Date  of  Option
                                                       Grant.
                                                   |_| ___% on each of the first
                                                       __(#) annual (_quarterly/
                                                       __monthly)    anniversary
                                                       dates        of       the
                                                       Participant's  service as
                                                       an employee, ("Service"))
                                                       after  the Date of Option
                                                       Grant.
2. Term of Option.  The term of the Option  will  expire at 5:00 p.m.
(E.D.T. or E.S.T., as applicable) on the Expiration Date.

           3. Manner of  Exercise.  The Option  shall be exercised in the manner
set forth in  Section 7 the Plan.  The amount of Shares for which the Option may
be exercised is cumulative;  that is, if the  Participant  fails to exercise the
Option for all of the Shares vested under the Option during any period set forth
above,  then any Shares subject to the Option that are not exercised during such
period may be exercised  during any subsequent  period,  until the expiration or
termination of the Option  pursuant to Sections 2 and 5 of this Award  Agreement
and the terms of the Plan. Fractional Shares may not be purchased.

           4. Conditions to be Satisfied. Notwithstanding anything herein to the
contrary,  the  Participant  may not exercise  the Option (or any part  thereof)
unless and until the  Company has  determined  the  legality of the  issuance of
shares pursuant to the Plan, in accordance with Section 14(a) of the Plan.

           5.  Premature  Disposition  of Shares  Acquired  on  Exercise  of the
Option. If the Participant  sells or otherwise  disposes of Shares acquired upon
the exercise of the Option within 1 year from the date such Shares were acquired
or 2 years from the Date of Option Grant, the Participant agrees that to deliver
a written  report to the  Company  within  10 days  following  the sale or other
disposition  of  such  Shares  detailing  the  net  proceeds  of  such  sale  or
disposition.

           6.  Restrictions  Applicable  to Shares  Acquired  on Exercise of the
Option. The shares that may be acquired on exercise of the Option are subject to
the restrictions found in Section 14(b) of the Plan.

           7.  Termination  of Service.  If the  Participant's  Service with the
Company is terminated for any reason, this Option shall terminate on the date on
which the  Participant  ceases to have any right to exercise the Option pursuant
to the terms and conditions set forth in Section 7 of the Plan.

           8.  Subject to Plan.  This  Option is subject to all of the terms and
conditions of the Plan, and by executing this Award  Agreement,  the Participant
agrees to be bound by all of the Plan's terms and  conditions  as if it had been
set  out  verbatim  in  this  Award  Agreement.  In  addition,  the  Participant
recognizes and agrees that all determinations,  interpretations or other actions
respecting  the Plan may be made by a majority of the Board or of the  Committee
in  their  sole  and  absolute   discretion,   and  that  such   determinations,
interpretations  or other actions are (unless  arbitrary and capricious)  final,
conclusive and binding upon all parties,  including the Participant,  his or her
heirs, and representatives.

           9.  Notices.  Any  notice,   payment  or  communication  required  or
permitted  to be given by any  provision  of this  Award  Agreement  shall be in
writing and shall be  delivered  personally  or sent by certified  mail,  return
receipt requested,  addressed as follows:  (i) if to the Company, at the address
set forth on the signature  page hereto  (attention:  2003 Stock  Incentive Plan
Committee);  (ii) if to  Participant,  at the address set forth below his or her
signature on the  signature  page hereto.  Each party may, from time to time, by
notice to the other party hereto,  specify a new address for delivery of notices
to such party hereunder. Any such notice shall be
deemed to be delivered, given, and received for all purposes as of the date such
notice is received or properly mailed.

           10.  Binding  Effect.  Except as  otherwise  provided  in this  Award
Agreement or in the Plan,  every  covenant,  term,  and  provision of this Award
Agreement shall be binding upon and inure to the benefit of the parties hereto.

           11.  Non-Transferability of Options.  Notwithstanding anything in the
Plan to the contrary,  none of the rights granted by this Award Agreement may be
transferred by the  Participant.  If the Option  granted  pursuant to this Award
Agreement is outstanding and  unexercised at the time of his or her death,  such
Option  shall expire and no heir of the  Participant  shall have any rights with
respect to such Option under the Plan.

           12.  Headings.  Section and other  headings  contained  in this Award
Agreement  are for  reference  purposes  only and are not  intended to describe,
interpret,  define or limit the scope or intent of this Award  Agreement  or any
provision hereof.

           13. Severability.  Every provision of this Award Agreement and of the
Plan is intended to be  severable.  If any term hereof is illegal or invalid for
any reason,  such  illegality  or  invalidity  shall not affect the  validity or
legality of the remaining terms of this Award Agreement.

           14. Governing Law. The laws of the State of New York shall govern the
validity  of this  Award  Agreement,  the  construction  of its  terms,  and the
interpretation of the rights and duties of the parties hereto.

           15. Counterparts. This Award Agreement may be executed by the parties
hereto in separate  counterparts,  each of which when so executed and  delivered
shall be an original,  but all such counterparts  shall together  constitute one
and the same instrument.

        BY YOUR  SIGNATURE  BELOW,  along with the  signature  of the  Company's
representative,  you and the Company  agree that the Option is awarded under and
governed by the terms and conditions of this Award Agreement and the Plan.

                                 BIOENVISION, INC.

                                 By:
                                     A duly authorized Director or Officer

                                 The undersigned  Participant hereby accepts the
terms of this Award Agreement and the Plan.

                                 By:

                                     Name of Participant: ______________________
Exhibit A
                                    ---------

                                BIOENVISION, INC.
                            2003 STOCK INCENTIVE PLAN
EXHIBIT 99.4

                OPTION AWARD AGREEMENT BETWEEN BIOENVISION, INC.
                  AND CHRISTOPHER B. WOOD, M.D., APRIL 30, 2001

NEITHER THIS OPTION  AGREEMENT NOR THE SECURITIES  ISSUABLE UPON EXERCISE HEREOF
HAVE BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
AND  SUCH  SECURITIES  MAY  NOT BE  SOLD,  TRANSFERRED  OR  ASSIGNED  UNLESS  SO
REGISTERED OR AN EXEMPTION FROM REGISTRATION  UNDER SAID ACT IS AVAILABLE.  THIS
LEGEND SHALL BE ENDORSED UPON ANY OPTION ISSUED IN EXCHANGE FOR THIS OPTION.

                                OPTION AGREEMENT

                               FOR COMMON STOCK OF

                                BIOENVISION, INC.

                                                            Date: April 30, 2001

        THIS CERTIFIES that, for value received,  Christopher B. Wood,  M.D., or
his permitted assigns (collectively, the "Holder"), is entitled to purchase from
BIOENVISION, INC., a Delaware corporation (the "Company"), at any time, and from
time to time,  during the exercise period  referred to in Section 1 hereof,  One
Million  Five  Hundred  Thousand  (1,500,000)  fully  paid,  validly  issued and
nonassessable  shares (the "Option Shares") of common stock of the Company,  par
value $0.001 (the  "Common  Stock"),  at the exercise  price of $1.25 per share,
subject to  anti-dilution  adjustments  as provided  herein (the  "Option  Share
Price").  Securities  issuable  upon  exercise of this Option  Agreement and the
exercise price payable  therefor are subject to adjustment  from time to time as
hereinafter  set forth.  As used herein,  the term  "Option"  shall  include any
option or options hereafter issued in consequence of the exercise of this Option
Agreement in part or transfer of this Option Agreement in whole or in part.

        The Company  shall  register this Option  Agreement,  upon records to be
maintained by the Company for that purpose (the "Option Register"),  in the name
of the record  Holder  hereof from time to time.  The Company may deem and treat
the registered  Holder of this Option Agreement as the absolute owner hereof for
the purpose of any exercise hereof or any  distribution  to the Holder,  and for
all other  purposes,  and-the  Company  shall not be  affected  by notice to the
contrary.

        Subject  to  Section  4 of this  Option  Agreement,  the  Company  shall
register  the  transfer of any portion of this  Option  Agreement  in the Option
Register,  upon surrender of this Option Agreement,  with the Form of Assignment
attached  hereto duly  completed  and signed,  to the  Transfer  Agent or to the
Company. Upon any such registration or transfer, a new option to purchase Common
Stock, in substantially  the form of this Option Agreement (any such new option,
a "New Option"),  evidencing the portion of this Option so transferred  shall be
issued to the  transferee and a New Option  evidencing the remaining  portion of
this  Option not so  transferred,  if any,  shall be issued to
the  transferring  Holder.  The  acceptance of the New Option by the  transferee
thereof shall be deemed the  acceptance by such  transferee of all of the rights
and  obligations  of a holder of an Option.  Any transfer or  assignment of this
Option and Option  Shares  obtained  by the Holder in  exercise  of this  Option
Agreement is subject to the  requirements  that such  securities  be  registered
under  the  Securities  Act of 1933,  as  amended  (the  "Securities  Act")  and
applicable state securities laws or exempt from registration  under such laws to
the satisfaction of the Company and its counsel.

        1. Exercise; Payment for Ownership Interest.

               (a) Upon the  terms  and  subject  to the  conditions  set  forth
herein, this Option may be exercised in whole or in part by the Holder hereof at
any time,  or from time to time, on or after the date hereof and prior to 5 p.m.
New York time on April 30, 2006 by  presentation  and  surrender  of this Option
Agreement  to the  principal  offices  of the  Company,  or at the office of its
Transfer Agent (as hereinafter defined), if any, together with the Purchase Form
annexed hereto,  duly executed,  and accompanied by payment to the Company of an
amount equal to the Option Share Price multiplied by the number of Option Shares
as to which this Option  Agreement is then being exercised;  provided,  however,
that in each case,  the minimum  number of Option Shares as to which this Option
Agreement  is being  exercised  shall  not be less  than  1,000  Option  Shares;
provided, further, that in the event of any merger, consolidation or sale of all
or substantially  all the assets of the Company resulting in any distribution to
the  Company's  shareholders,  prior to April 30, 2006 the Holder shall have the
right to exercise  this Option  Agreement  commencing at such time through April
30,  2006 into the kind and amount of shares of stock and other  securities  and
property  (including  cash)  receivable  by a holder of the  number of shares of
Common  Stock into  which  this  Option  Agreement  might have been  exercisable
immediately prior thereto.  Any transfer of Option Shares obtained by the Holder
in exercise of this Option  Agreement  is subject to the  requirement  that such
securities  be  registered  under  the  Securities  Act,  and  applicable  state
securities laws or exempt from registration  under such laws to the satisfaction
of the Company and its  counsel.  The Holder of this Option  Agreement  shall be
deemed  to be a  shareholder  of the  Option  Shares  as to  which  this  Option
Agreement is exercised in accordance  herewith  effective  immediately after the
close of business on the date on which the Holder  shall have  delivered  to the
Company  this  Option  Agreement  in proper  form for  exercise  and  payment by
certified or official bank check or wire transfer of the cash purchase price for
the  number of Option  Shares as ,to which the  exercise  is being  made,  or by
delivery to the Company of securities of the Company having a value equal to the
cash purchase price for such number of Option Shares determined in good faith by
the  Board  of   Directors   of  the  Company  as  of  the  date  of   delivery,
notwithstanding  that the  stock  transfer  books of the  Company  shall be then
closed or that  certificates  representing  such Option Shares shall not then be
physically delivered to the Holder.

               (b) All or any  portion of the Option  Share Price may be paid by
surrendering  Options  effected by presentation  and surrender of this Option to
the Company,  or at the office of its Transfer  Agent,  if any,  with a Cashless
Exercise  Form annexed  hereto duly  executed;  provided that the Company in its
sole discretion may require a  broker-assisted  cashless  exercise in accordance
with  Regulation  T of the Board of  Governors  of the  Federal  Reserve  System
through a brokerage  firm approved by the Company (a "Cashless  Exercise").  The
Company may

                                       2
impose any other limitations on the Cashless Exercise as it deems appropriate in
consultation  with counsel..  Such  presentation and surrender shall be deemed a
waiver by the Company of the  Holder's  obligation  to pay all or any portion of
the  aggregate  Option Share  Price.  In the event of a Cashless  Exercise,  the
Holder  shall  exchange  its  Option for that  number of shares of Common  Stock
determined  by  multiplying  the  number of Option  Shares  for which the Holder
desires to exercise  this Option by a fraction,  the numerator of which shall be
the  difference  between the then  current  market price per share of the Common
Stock and the Option Share Price, and the denominator of which shall be the then
current market price per share of Common Stock.  For purposes of any computation
under this Section 3(b), the then current market price per share of Common Stock
at any date shall be deemed to be the average for the ten  consecutive  business
days immediately  prior to the Cashless  Exercise of the daily closing prices of
the Common  Stock on the  principal  national  securities  exchange on which the
Common  Stock is admitted to trading or listed,  or if not listed or admitted to
trading on any such  exchange,  the  closing  prices as  reported  by the Nasdaq
National Market or, if applicable,  the Nasdaq SmallCap  Market,  or if not then
included for  quotation  on the Nasdaq  National  Market or the Nasdaq  SmallCap
Market, the average of the highest reported bid and lowest reported asked prices
as reported by the OTC Bulletin Board or the National  Quotations Bureau, as the
case may be, or if not then publicly  traded,  the fair market  price,  not less
than book value thereof,  of the Common Stock as determined in good faith by the
Board of Directors of the Company.

               (c) If this Option shall be  exercised in part only,  the Company
shall, upon surrender of this Option for cancellation, execute and deliver a new
Option  evidencing  the rights of the Holder  thereof to purchase the balance of
the  Option  Shares  purchasable  hereunder  as to which the Option has not been
exercised.  If this Option is exercised in part,  such  exercise  shall be for a
whole number of Option  Shares.  Upon any exercise and surrender of this Option,
the  Company  (i)  will  issue  and  deliver  to the  Holder  a  certificate  or
certificates  in the name of the Holder for the largest  whole  number of Option
Shares to which the Holder shall be entitled and, if this Option is exercised in
whole,  in lieu of any  fractional  Option  Share to which the Holder  otherwise
might be entitled,  cash in an amount equal to the fair value of such fractional
Option Share (determined in such reasonable and equitable manner as the Board of
Directors of the Company shall in good faith  determine),  and (ii) will deliver
to the Holder such other securities, properties and cash which the Holder may be
entitled to receive upon such  exercise,  or the  proportionate  part thereof if
this Option is exercised in part, pursuant to the provisions of this Option.

       2. Anti-Dilution Provisions. The Option Share Price in effect at any time
and the number and kind of securities  issuable upon exercise of this Option and
the Option  Share  Price shall be subject to  adjustment  from time to time upon
happening of certain events as follows:

               2.1    Adjustments.  If the Company:

                      (i) subdivides or reclassifies  its outstanding  shares of
Common Stock into a greater number of shares;

                      (ii) combines or reclassifies  its  outstanding  shares of
Common Stock into a smaller number of shares;

                      (iii) issues, by reclassification of its Common Stock, any
shares of its capital stock;

                                       3
then the number and kind of Option  Shares  purchasable  upon  exercise  of this
Option  shall be  adjusted  so that the Holder  upon  exercise  hereof  shall be
entitled to receive the kind and number of Option Shares or other  securities of
the Company  that the Holder  would have owned or have been  entitled to receive
after the  happening of any of the events  described  above had this Option been
exercised  immediately  prior to the  happening of such event or any record date
with respect  thereto.  An  adjustment  made  pursuant to this Section 2.1 shall
become effective  immediately after the record date in the case of a dividend or
distribution and shall become effective  immediately after the effective date in
the case of a  subdivision,  combination  or  issuance.  If,  as a result  of an
adjustment  made  pursuant  to this  Section  2.1,  the  Holder  of this  Option
thereafter  surrendered  for exercise shall become entitled to receive shares of
two or more  classes  of capital  stock or shares of Common  Stock and any other
class  of  capital  stock  of  the  Company,   the  Board  of  Directors  (whose
determination  shall be conclusive and shall be described in a written notice to
all holders of Options  promptly  after such  adjustment)  shall  determine  the
allocation  of the adjusted  Option Share Price  between or among shares of such
classes  of  capital  stock or shares of Common  Stock and such  other  class of
capital stock.

        The  adjustment  to the  number of Option  Shares  purchasable  upon the
exercise of this Option  described  in this  Section 2.1 shall be made each time
any event listed in paragraphs (i) through (iii) of this Section 2.1 occurs.

        In the  event  that at any  time,  as a  result  of an  adjustment  made
pursuant to this Section 2.1, the Holder of this Option  thereafter shall become
entitled  to  receive  any  shares of the  Company,  other  than  Common  Stock,
thereafter  the number of such other shares so receivable  upon exercise of this
Option shall be subject to adjustment from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions with respect to the Common
Stock contained herein.

               2.2 Sale of  Securities.  In the  event the  Company  at any time
after the date hereof,  issues  additional Common Stock,  convertible  preferred
stock,  options,  warrants,  or other securities  convertible or exercisable for
Common Stock other than securities  currently  outstanding as of the date hereof
or issued upon the  conversion or exercise of any  securities  outstanding as of
the date  hereof,  at a purchase  price per share of Common  Stock less than the
Option Share Price in effect  immediately  prior to such issuance or sale,  then
the Option  Share Price shall be  automatically  reduced to such lower  purchase
price and the number of Option Shares shall be increased to a number  determined
by multiplying the number of Option Shares so purchasable  immediately  prior to
the date of such issuance or sale by a fraction, the numerator of which shall be
the Option Share Price in effect immediately prior to the adjustment required by
this Section 2.2 and the denominator of which shall be the Option Share Price in
effect immediately after such adjustment;  provided, however, that no adjustment
to the Option Share Price or the number and kind of Option  Shares shall be made
pursuant  to this  Section  2.2 in the  event  the  Company  grants  options  to
employees,  officers,  directors  or  consultants  of the  Company  pursuant  to
contracts or plans approved by the Board of Directors of the Company.

               (a) For the purpose of making any  adjustment in the Option Share
Price as provided in this Section 2.2, the consideration received by the Company
for any issue or sale of Common Stock will be computed:

                      (i) to the extent it  consists  of cash,  as the amount of
cash received by the Company before  deduction of any offering  expenses payable
by the Company and any

                                       4
underwriting  or  similar  commissions,  compensation,  or  concessions  paid or
allowed by the Company in connection with such issue or sale;

                      (ii) to the  extent it  consists  of  property  other than
cash,  at the fair market value of that  property as determined in good faith by
the  Company's  Board of Directors  (irrespective  of the  accounting  treatment
thereof); and

                      (iii) if  Common  Stock is issued  or sold  together  with
other stock or  securities  (including  convertible  preferred  stock,  options,
warrants or securities  convertible  into or  exchangeable  for common stock) or
other  assets of the Company  for a  consideration  which  covers  both,  as the
portion of the  consideration  so received that may be reasonably  determined in
good faith by the  Company's  Board of  Directors to be allocable to such Common
Stock;  provided,  however, that with respect to such other stock or securities,
such  consideration  as determined by the Company's Board of Directors shall not
be less than the total consideration received by the Company for the issuance of
such other stock or securities plus the additional aggregate  consideration,  if
any, to be received by the Company upon conversion or exchange thereof

               (b) If the  Company  (i)  issues,  grants or sells any  rights or
options to subscribe for, purchase, or otherwise acquire shares of Common Stock,
or (ii) issues or sells any security  convertible  into shares of Common  Stock,
then, in each case, the price per share of Common Stock issuable on the exercise
of the rights or options or the conversion of the securities  will be determined
by dividing (x) the total amount,  if any, received or receivable by the Company
as consideration  for the granting or sale of the rights or options or the issue
or sale of the  convertible  securities,  plus the minimum  aggregate  amount of
additional consideration payable to the Company on exercise or conversion of the
securities,  by (y) the maximum number of shares of Common Stock issuable on the
exercise of conversion.  Such granting or issue or sale will be considered to be
an issue or sale for cash of the  maximum  number  of  shares  of  Common  Stock
issuable on exercise or conversion at the price per share  determined under this
Section 2.2,  and the Option  Share Price will be adjusted as above  provided to
reflect  (on the  basis of that  determination)  the issue or sale.  No  further
adjustment  of the  Option  Share  Price  will be made as a result of the actual
issuance of shares of Common Stock on the exercise of any such rights or options
or the conversion of any such convertible securities.

               (c) Upon the  redemption or repurchase of any such  securities or
the  expiration or  termination  of the right to convert into,  exchange for, or
exercise  with  respect  to,  Common  Stock,  the  Option  Share  Price  will be
readjusted  to such price as would have been  obtained had the  adjustment  made
upon their  issuance been made upon the basis of the issuance of only the number
of such securities as were actually converted into,  exchanged for, or exercised
with respect to, Common Stock.  If the purchase  price or conversion or exchange
rate  provided for in any such  security  changes at any time,  then,  upon such
change  becoming  effective,  the  Option  Share  Price  then in effect  will be
readjusted  to such price as would have been  obtained had the  adjustment  made
upon the  issuance  of such  securities  been  made  upon  the  basis of (i) the
issuance  of only the  number of shares of  Common  Stock  theretofore  actually
delivered upon the conversion,  exchange or exercise of such securities, and the
total consideration received therefor, and (ii) the granting or issuance, at the
time of such  change,  of any such  securities  then still  outstanding  for the
consideration,  if any,  received by the Company  therefor and to be received on
the basis of such changed price or rate.

                                       5
2.3 Other Action  Affecting  Option Shares.  If the Company takes
any action  affecting  its shares of Common  Stock after the date  hereof,  that
would be covered by Sections  2.1 or 2.2 but for the manner in which such action
is taken  or  structured,  which  would in any way  diminish  the  value of this
Option,  then the Option  Share  Price  shall be  adjusted in such manner as the
Board of Directors of the Company shall in good faith  determine to be equitable
under the circumstances.

               2.4 Notice of Adjustments. Upon the occurrence of each adjustment
or  readjustment  of the Option  Share  Price  pursuant  to this  Section 2, the
Company at its expense will promptly  compute such adjustment or readjustment in
accordance with the terms of this Option and prepare a certificate setting forth
such  adjustment or  readjustment,  including a statement of the adjusted Option
Share Price or adjusted number of shares of Common Stock, if any,  issuable upon
exercise  of  each  Option,  describing  the  transaction  giving  rise  to such
adjustments  and  showing in detail the facts  upon  which  such  adjustment  or
readjustment  is based.  The Company will  forthwith  mail, by first class mail,
postage prepaid, a copy of each such certificate to the Holder of this Option at
the  address  of such  Holder as shown on the books of the  Company,  and to its
Transfer Agent.

               2.5    Other Notices. If at any time:

               (a) the Company shall (i) offer for  subscription pro rata to the
holders of shares of the Common  Stock any  additional  equity in the Company or
other rights;  (ii) pay a dividend in  additional  shares of the Common Stock or
distribute  securities or other  property to the holders of shares of the Common
Stock (including,  without limitation,  evidences of indebtedness and equity and
debt  securities);  or (iii) issue  securities  convertible  into,  or rights or
warrants to purchase, securities of the Company;

               (b) there shall be any capital reorganization or reclassification
or  consolidation  or merger of the Company with, or sale,  transfer or lease of
all or substantially all of its assets to, another entity; or

               (c)  there  shall  be a  voluntary  or  involuntary  dissolution,
liquidation or winding up of the Company;

then,  in any one or more of said cases,  the Company shall give, by first class
mail,  postage  prepaid,  to the  Holder of this  Option at the  address of such
Holder as shown on the books of the Company, (a) at least 15 days' prior written
notice  of the date on which the books of the  Company  shall  close or a record
shall be taken for such subscription rights, dividend, distribution or issuance,
and (b) in the case of any such reorganization, reclassification, consolidation,
merger,  sale,  dissolution,  liquidation or winding up, at least 15 days' prior
written notice of the date when the same shall take place if no stockholder vote
is required  and at least 15 days' prior  written  notice of the record date for
stockholders  entitled  to  vote  upon  such  matter  if a  stockholder  vote is
required.  Such notice in accordance  with the  foregoing  clause (a) shall also
specify,  in the case of any such  subscription  rights,  the date on which  the
holders of shares of Common  Stock shall be entitled  to exercise  their  rights
with respect  thereto,  and such notice in accordance with the foregoing  clause
(b) shall also  specify the date on which the holders of shares of Common  Stock
shall be entitled to exchange  their  shares of Common Stock for  securities  or
other  property   deliverable   upon  such   reorganization,   reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up, as the case
may be.

                                       6
2.6  Adjustment  Calculations.  No adjustment in the Option Share
Price shall be  required  unless such  adjustment  would  require an increase or
decrease of at least one cent ($0.01) in such price; provided, however, that any
adjustments  which by reason of this  Section  2.6 are not  required  to be made
shall be carried  forward and taken into  account in any  subsequent  adjustment
required to be made hereunder.  All  calculations  under this Section 2 shall be
made to the nearest cent or to the nearest one-hundredth of a share, as the case
may be.

        3. No Voting Rights.  Except as otherwise  provided herein,  this Option
shall not be deemed to confer upon the Holder any right to vote or to consent to
or receive  notice as a stockholder  of the Company,  as such, in respect of any
matters whatsoever,  or any other rights or liabilities as a stockholder,  prior
to the exercise hereof.

        4.  Options  Transferable.  This  Option  and all rights  hereunder  are
transferable,  in whole or in part, at the  principal  offices of the Company by
the Holder hereof,  upon surrender of this Option  properly  endorsed  provided,
however, that in each case the minimum number of Option Shares being transferred
by the Holder shall not be less than 1,000  Option  Shares;  provided,  further,
that  without  the prior  written  consent of the  Company,  this Option and all
rights  hereunder  may be  transferred  only (i) to an  affiliate of the initial
Holder  hereof or  successor  in interest  to any such  person in a  transaction
exempt from  registration  under the  Securities  Act;  or (ii)  pursuant to the
registration  of this Option or the Option  Shares under the  Securities  Act or
subsequent to one year from the date hereof  pursuant to an available  exemption
from such registration or (iii) in the case of an officer,  director or employee
of the  Company,  the option shall only be  transferable  by will or the laws of
descent and distribution,  or as otherwise permitted by the Company, in its sole
discretion, or to certain permitted transferees as defined below.

        For purposes of this Section 4, the term  "permitted  transferee"  means
one or  more  members  of the  Optionee's  immediate  family,  a  trust  for the
exclusive  benefit of the Optionee or such immediate  family members,  any other
entity owned  exclusively by the Optionee or such immediate  family members,  or
any  combination of the  foregoing;  provided,  however,  that no transfers made
pursuant  to any  divorce  or  separation  proceedings  or  settlements  will be
permitted.  "Immediate  family  member" means spouse,  children,  grandchildren,
parents or siblings of the Optionee, including in each case in-laws and adoptive
relations.

        5. Options Exchangeable: Assignment; Loss, Theft, Destruction, Etc. This
Option is  exchangeable,  without  expense,  upon surrender hereof by the Holder
hereof at the principal offices of the Company, or at the office of its Transfer
Agent,  if any, for new Options of like tenor  representing in the aggregate the
right to subscribe  for and purchase the Option  Shares which may be  subscribed
for and  purchased  hereunder,  each such new Option to  represent  the right to
subscribe  for and purchase  such Option  Shares as shall be  designated by such
Holder hereof at the time of such  surrender.  Upon  surrender of this Option to
the Company at its principal  office, or at the office of its Transfer Agent, if
any, with an instrument of assignment duly executed and funds  sufficient to pay
any transfer tax, the Company shall,  without charge,  execute and deliver a new
Option in the name of the assignee  named in such  instrument of assignment  and
this Option shall promptly be cancelled.  This Option may be divided or combined
with other options which carry the same rights upon  presentation  hereof at the
principal office of the Company, or at the office of its Transfer Agent, if any,
together with a written notice  specifying the names and  denominations in which
new Options are to be issued

                                       7
and signed by the Holder hereof.  The term "Option" as used herein  includes any
Options  into which this  Option may be divided or  exchanged.  Upon  receipt of
evidence  satisfactory  to  the  Company  of the  loss,  theft,  destruction  or
mutilation  of  this  Option  and,  in the  case  of any  such  loss,  theft  or
destruction,  upon delivery of indemnity satisfactory to the Company, or, in the
case of any such mutilation,  upon surrender or cancellation of this Option, the
Company will issue to the Holder  hereof a new Option of like tenor,  in lieu of
this Option,  representing  the right to  subscribe  for and purchase the Option
Shares which may be subscribed for and purchased hereunder.  Any such new Option
executed and delivered shall constitute an additional  contractual obligation of
the Company, whether or not this Option so lost, stolen, destroyed, or mutilated
shall be at any time enforceable by anyone.

        6. Legends; Investment  Representations.  Any certificate evidencing the
securities  issued  upon  exercise  of  this  Option  shall  bear  a  legend  in
substantially the following form:

        THE SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY OTHER SECURITIES
LAWS,  AND SUCH  SECURITIES MAY NOT BE SOLD,  TRANSFERRED OR ASSIGNED  UNLESS SO
REGISTERED  OR AN  EXEMPTION  FROM  REGISTRATION  UNDER  SAID ACT AND ANY  OTHER
APPLICABLE SECURITIES LAWS IS AVAILABLE.

        Upon the  registration,  under the  Securities  Act,  of the  securities
issued  upon  exercise  of the Option  such  legend  shall be  removed  from the
certificate evidencing such securities.

        7. Modifications and Waivers. The Holder of this Option acknowledges and
agrees that the terms of this Option may be amended,  modified or waived only by
the written agreement between the Holder and the Company.

        8.  Miscellaneous.  The Company shall pay all expenses and other charges
payable in connection with the preparation, issuance and delivery of this Option
and all  substitute  Options.  The Holder  shall pay all taxes  (other  than any
issuance taxes, including, without limitation, documentary stamp taxes, transfer
taxes and other  governmental  charges,  which shall be paid by the  Company) in
connection with such issuance and delivery of this Option and the Option Shares.
In  addition,  the  Holder  shall  pay all  taxes in  connection  with any sale,
assignment or other transfer of this Option.

        The  Company  shall  maintain,  at the  office or agency of the  Company
maintained  by the  Company,  books for the  registration  and  transfer  of the
Option.

        9.  Reservation of Option Shares.  The Company will at all times reserve
and keep  available,  free from preemptive  rights,  out of the aggregate of its
authorized  but unissued  Common Stock or its authorized and issued Common Stock
held in its  treasury,  solely for the  purpose of  enabling  it to satisfy  any
obligation  to issue Option  Shares upon  exercise of this  Option,  the maximum
number of shares of Common Stock which may then be deliverable upon the exercise
of this Option. The Company or, if appointed,  the Transfer Agent for the Common
Stock (the "Transfer Agent") and every subsequent  transfer agent for any shares
of the Company's  capital stock  issuable upon the exercise of any of the rights
of purchase  aforesaid will be irrevocably  authorized and directed at all times
to  reserve  such  number of  authorized  shares as shall be  required  for such
purpose.  The Company  will keep a copy of this Option on

                                       8
file with the Transfer  Agent and with every  subsequent  transfer agent for any
shares of the Company's  capital stock  issuable upon the exercise of the rights
of purchase  represented by this Option.  The Company will furnish such Transfer
Agent a copy of all notices of  adjustments  and  certificates  related  thereto
transmitted to the Holder pursuant to Section 2.6 hereof.  The Company covenants
that all Option  Shares  which may be issued upon  exercise of this Option will,
upon issue,  be fully paid,  nonassessable,  free of preemptive  rights and free
from all taxes, liens,  charges and security interests with respect to the issue
thereof.

        10. Registration.

               A.  Demand  Registration  Rights.   Commencing  on  the  one-year
anniversary  of the date hereof and at any time  thereafter,  if at any time the
Company  shall  receive  from one or more  Holders  a written  request  that the
Company  register not less than a majority of all of the Registrable  Securities
(as defined  below)  identified  in such request under the  Securities  Act, the
Company  agrees  that on one (1) such  occasion  only it shall  prepare and file
promptly with the Securities and Exchange  Commission (the "SEC") a registration
statement  under the  Securities  Act  covering an amount equal to the shares of
Registrable  Securities  held by such  requesting  Holders and agrees to use its
best  efforts  to cause  such  registration  statement  to become  effective  as
expeditiously as possible.  Upon the receipt of such request, the Company agrees
to give promptly  written notice to all Holders of Registrable  Securities  that
such  registration  is to be  effected.  The  Company  agrees to include in such
registration  statement those shares of Registrable  Securities from the Holders
of which it has received  written  requests for  registration  within the thirty
(30) day period after such Holders'  receipt of written notice from the Company.
"Registrable  Securities"  means the Option Shares (as such shares may have been
adjusted  from time to time  pursuant to the  anti-dilution  provisions  of this
Option),  except  that any such  Option  Shares  shall  cease to be  Registrable
Securities  when they have been sold,  transferred  or otherwise  disposed of or
exchanged pursuant to a registration statement under the Securities Act.

        The Company shall not be required to effect a  registration  pursuant to
this  Section  10.A.  if the  Company  shall  furnish  to Holders  requesting  a
registration  statement  pursuant to this Section 10.A, a certificate  signed by
the Chief Operating Officer of the Company stating that in the good faith of the
Board of  Directors of the Company that the Company (1) has reached a "probable"
state on an acquisition with respect to which the Company reasonably believes it
is  required  by the  Securities  Act to  include  in a  registration  statement
information  and financial  statements  concerning  such  application or (2) has
completed  such an  acquisition  but has not yet filed the financial  statements
required by Item 7 of Form 8-K under the  Securities  Exchange  Act of 1934 (the
"Exchange Act"), as amended, then the Company shall have the right to defer such
filing until 30 days after the  financial  statements  required by Item 7 of the
Exchange Act are filed with the SEC with respect to either such acquisition.  If
the Company shall  postpone the filing of any  registration  statement,  Holders
holding in the  aggregate  50% or more of the number of  Registrable  Securities
requested to be included in such registration  statement shall have the right to
withdraw  their requests for such  registration  by giving notice to the Company
within 15 days of the notice of postponement.  Such withdrawal  request shall be
deemed  to apply to all  Holders  who had  requested  to have  such  Registrable
Securities  included  in such  registration  statement.  In the  event  that any
Holders withdraw their request in the foregoing  manner,  such request shall not
be counted for purposes of determining the number of  registrations to which the
Holders are entitled  pursuant to this Section  10.A.  Notwithstanding  anything
herein to the

                                       9
contrary,  under no  circumstances  shall the  Company be  permitted  to defer a
filing  pursuant to this  paragraph  more than once during any twelve (12) month
period.

               B.  "Piggyback"  Registration  Rights.  From and  after  the date
hereof, each time the Company shall determine to prepare and file a registration
statement under the Securities Act with respect to any of its securities  (other
than pursuant to Section 10.A. hereof or pursuant to a registration statement on
Form S-4, S-8 or other limited  purpose  form) in  connection  with the proposed
offer and sale for money of any of its securities  either for its own account or
on behalf of any other security holder,  the Company agrees to give prompt prior
written notice of its  determination  to the Holder of  Registrable  Securities,
which notice shall offer to such Holders the opportunity to register 150% of the
number of shares of Registrable Securities, as each Holder may request. Upon the
written request of a Holder of any shares of Registrable Securities given within
thirty (30) days after the receipt of such written notice from the Company,  the
Company  agrees  to use its  best  efforts  to  cause  all of  such  Registrable
Securities,  the Holders of which have so requested  registration thereof, to be
included in such registration statement and registered under the Securities Act,
all to the  extent  necessary  to permit  the sale or other  disposition  by the
prospective seller or sellers of the Registrable Securities to be so registered.
Notwithstanding   any  other  provision  of  this  Option,  if  the  underwriter
determines  in good faith that  marketing  factors  require a limitation  of the
number of shares to be  underwritten,  the number of shares that may be included
in the underwriting shall be allocated, first, to the Company and second, to the
Holders electing to participate in the registration on a pro rata basis based on
the total number of Registrable Securities held by such participating Holders.

               C. Expenses of  Registration.  Except as  specifically  set forth
herein,  all  registration   expenses   (including,   without  limitation,   all
registration  and filing fees,  printing  expenses,  fees and  disbursements  of
counsel  for the  Company,  blue sky fees and  expenses  and the  expense of any
special  audits  incident  to or required  by any such  regulation)  incurred in
connection  with any  registration,  qualification  or  compliance  pursuant  to
Section 10.A. or 10.B. shall be home by the Company. All applicable underwriting
documents and selling  commissions  shall be borne by the Holder of  Registrable
Securities  so  registered  pro rata on the  basis of the  number  of  shares so
requested.

               D. Further  Agreements.  In connection  with any  registration of
Registrable Securities  contemplated under this Section 10, the Company and each
of the Holders requesting  registration agree to enter into customary agreements
regarding the  furnishing of  information  by such Holders for the  registration
statements and indemnification.

               E.  Descriptive  Headings  and  Governing  Law.  The  descriptive
headings of the several  paragraphs of this Option are inserted for  convenience
only and do not constitute a part of this Option. This Option shall be construed
and  enforced  in  accordance  with the laws of the State of New  York,  and the
rights of the parties shall be governed by, the law of such State.

                            [Signature page follows]

                                       10
IN WITNESS  WHEREOF,  this Option  Agreement has been executed as of the
date first written above.

                                    BIOENVISION, INC.

                                    By:
                                            ------------------------------------
                                            Name: Christopher B. Wood
                                            Title: President

                                    --------------------------------------------
                                    Print Name of Optionee

                                    By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                       11
PURCHASE FORM

Dated:  _______________

The undersigned  hereby  irrevocably elects to exercise the within Option to the
extent of  purchasing  ________  Option  Shares  and hereby  makes  payment of $
_________in payment of the exercise price thereof.

                                                  ------------------------------

                                       12
CASHLESS EXERCISE

Dated:  _______________

        The undersigned  irrevocably  elects to exercise the within Option for -
Option  Shares  and hereby  makes  payment  pursuant  to the  Cashless  Exercise
provision of the within Option, and directs that the payment of the Option Share
Price be made by  cancellation  as of the date of  exercise  of a portion of the
within Option in accordance with the terms and provisions of Section 3(b) of the
within Option.

                                                  ------------------------------

                                       13
FORM OF ASSIGNMENT

[To be completed and signed only upon transfer of Option)

        FOR VALUE RECEIVED,  the undersigned hereby sells, assigns and transfers
unto _________ the right  represented by the within Option to purchase  ________
shares of Common Stock of  Bioenvision,  Inc. to which the within Option relates
and appoints  _______ attorney to transfer said right on the books of __________
with full power of substitution in the premises.

Dated:  ___________________  ______, 200___

(Signature  must  conform in all  respects to name of holder as specified on the
face of the Option)

                                                   Address of Transferee:

                                                   -----------------------------

                                                   -----------------------------

                                                   -----------------------------

In the presence of:

------------------------

                                       14