[Director
      Name]

    


    VioQuest
      Pharmaceuticals, Inc.

    Stock
      Option Agreement

    (Outside
      Director)

    


    This
      Stock Option Agreement (the “Agreement”)
      is
      made and entered into as of the 13th day of June, 2008, between [         ]
      (“Director”)
      and
      VioQuest Pharmaceuticals, Inc., a Delaware corporation (the “Company”).

    


    Background

    


    A. Director
      serves as a director of the Company and the Company desires to induce Director
      to continue to serve as a director of the Company.

    


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

    


    Now,
      Therefore,
      the
      parties hereto agree as follows:

    


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

    


    2. Grant
      of Option; Purchase Price.
      Subject
      to the terms and conditions herein set forth, the Company hereby irrevocably
      grants from the Plan to Director the right and option, hereinafter called the
      “Option”,
      to
      purchase all or any part of an aggregate of One Hundred Thousand shares of
      common stock, $.001 par value, of the Company (the “Shares”)
      at the
      price per Share set forth at the end of this Agreement after “Purchase
      Price”.

    


    3. Exercise
      and Vesting of Option.
      The
      Option shall be exercisable only to the extent that all, or any portion thereof,
      has vested in the Director. The right to purchase the Shares subject to the
      Option shall vest pro rata in three annual installments beginning on the date
      of
      this Agreement and continuing each year thereafter until the Option is fully
      vested, as set forth in the following schedule (each such date is hereinafter
      referred to singularly as a “Vesting
      Date”
and
      collectively as “Vesting
      Dates”):

    


    
      	
              Total
                Shares Subject

              to
                Vesting Date

            	 	
              Vesting
                Date

            
	
              33,334

            	 	
              June
                13, 2008

            
	
              33,333

            	 	
              June
                13, 2009

            
	
              33,333

            	 	
              June
                13, 2010

            


    

    


    Notwithstanding
      the foregoing, this Option shall immediately vest in its entirety upon the
      occurrence of a Change of Control (as defined below). For purposes of this
      Paragraph 3, a “Change
      of Control”
means
      (i) the acquisition, directly or indirectly, following the date hereof by any
      person (as such term is defined in Section 13(d) and 14(d)(2) of the Securities
      Exchange Act of 1934, as amended), in one transaction or a series of related
      transactions, of securities of the Company representing in excess of fifty
      percent (50%) of the combined voting power of the Company’s then outstanding
      securities if such person or his/her/its affiliate(s) do not own in excess
      of
      fifty percent (50%) of such voting power on the date of this Agreement,
      provided, however, that a Change of Control shall not include any transaction
      or
      series of related transactions effected primarily for capital raising purposes;
      or (ii) the disposition by the Company (whether direct or indirect, by sale
      of
      assets or stock, merger, consolidation or otherwise) of all or substantially
      all
      of its business and/or assets in one transaction or series of related
      transactions (other than a merger effected exclusively for the purpose of
      changing the domicile of the Company), provided, however, that a Change of
      Control shall not include any merger, consolidation or other transaction (or
      series of related transactions) in which, following such transaction, the
      stockholders of the Company immediately prior to such transaction continue
      to
      own in excess of fifty percent (50%) of the combined voting power of the
      surviving or resulting entity.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    4. Term
      of Option.
      Except
      as otherwise provided in this Agreement, the Option shall be exercisable for
      ten
      (10) years from the date of this Agreement; provided,
      however,
      that in
      the event Director resigns, retires, is removed or in any other manner ceases
      being a director of the Company, for any reason or no reason, with or without
      cause, Director or his/her legal representative shall have ninety (90) days
      from
      the date of such termination of his/her position as a director to exercise
      all
      or any part of the Option. Upon the expiration of such ninety (90) day period,
      or, if earlier, upon the expiration date of the Option as set forth above,
      the
      Option shall terminate and become null and void.

    


    5. Rights
      of Option Holder.
      Director, as holder of the Option, shall not have any of the rights of a
      stockholder with respect to the Shares covered by the Option except to the
      extent that one or more certificates for such Shares shall be delivered to
      him
      or her upon the due exercise of all or any part of the Option.

    


    6. Transferability.
      The
      Option shall not be transferable except to the extent permitted by the
      Plan.

    


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

    


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

    


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


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


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

     

    
      	
              If
                to the Company:

            	
              If
                to Director:

            
	 	 
	
              VioQuest
                Pharmaceuticals, Inc.

            	
              ______________________

            
	
              180 Mount Airy Road, Suite 102

            	
              ______________________

            
	
              Basking Ridge,
                NJ 07920

            	
              ______________________

            
	
              Attn:
                Chief Executive Officer

            	 


    

    


    11. General.
      

    


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

    


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

    


    (c) Each
      party hereto agrees to execute such further documents as may be necessary or
      desirable to effect the purposes of this Agreement.

    


    (d) This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but all of which shall constitute one and the same
      agreement.

    


    (e) This
      Agreement, in its interpretation and effect, shall be governed by the laws
      of
      the State of Delaware applicable to contracts executed and to be performed
      therein.

    


    IN
      WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
      first written above.

    


    
      	
              Number
                of Shares: 100,000

            	
              DIRECTOR:

            
	 	 
	
              Exercise
                Price: $0.54
                /share   

            	  

	 	
              Name:

            
	 	 
	 	
              VIOQUEST
                PHARMACEUTICALS, INC.

            
	 	 	 
	 	
              By:

            	  

	 	
              Its:

            	 


    


    
      
        
        

      

      
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