AMENDMENT

    TO

    STOCK
      OPTION AGREEMENT

    


    This
      Amendment to Stock Option Agreement (this
      “Amendment”),
      is
      made and entered into as of June 13, 2008, by and between VioQuest
      Pharmaceuticals, Inc., a Delaware corporation (the “Company”),
      and
      Michael Becker (“Optionee”).

    


    BACKGROUND

    


    A. WHEREAS,
      the Company and Optionee entered into that certain Stock Option Agreement,
      dated
      as of November 21, 2007 (the “Agreement”),
      pursuant to which the Company granted Optionee options under its 2003 Stock
      Option Plan (the “Plan”)
      to
      purchase up to an aggregate of 29,974 shares of the Company’s common stock,
      $.001 par value per share (the “Common
      Stock”),
      at an
      exercise price of $3.00 per share (as adjusted for a 1-for-10 reverse stock
      split);

    


    B. WHEREAS,
      the parties hereto hereby agree to amend the exercise price of the option
      subject to the Agreement as set forth in this Amendment; and

    


    C. WHEREAS,
      the parties hereto hereby agree to amend the Change of Control provisions
      subject to the Agreement as set forth in this Amendment.

    


    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements contained
      herein and certain other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, the parties hereto hereby amend
      the
      Agreement as follows:

    


    1. Amendment
      of Exercise Price.
      Notwithstanding anything to the contrary contained herein, from and after the
      date hereof, the per share exercise price applicable to the Shares subject
      to
      the Option shall be $0.54, subject to adjustment as provided in the
      Plan.

    


    2. Amendment
      Regarding Change of Control.
      Notwithstanding anything to the contrary contained herein, the following is
      hereby added to paragraph 3 of the Agreement:

    


    Notwithstanding
      the foregoing, upon the occurrence of a Change of Control (as defined below),
      one-half of the currently unvested options under this Agreement shall
      immediately vest if the Corporation’s Market Capitalization, as such term is
      defined in the Employment Agreement, then exceeds $15 Million but is less than
      $30 Million and all of the currently unvested Options shall immediately vest
      if
      the Corporation’s Market Capitalization then exceeds $30 Million. 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.


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    


    3. Miscellaneous.

    


    (a) Entire
      Agreement.
      This
      Amendment, the Agreement and the Plan embody the entire agreement and
      understanding of the parties hereto in respect of the subject matter contained
      herein. This Amendment supersedes all prior agreements and the understandings
      between the parties with respect to the subject matter contained
      herein.

    


    (b) Defined
      Terms.
      Except
      as otherwise expressly provided, or unless the context otherwise requires,
      all
      capitalized terms used herein have the meanings ascribed to them in the
      Agreement.

    


    (c) Counterparts.
      This
      Amendment may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but all of which shall constitute but one and the same
      document.

    


    (d) Ratification
      and Reaffirmation of Agreement.
      Except
      as expressly set forth herein, this Amendment shall not by implication or
      otherwise alter, modify, amend or in any way affect any of the terms,
      conditions, obligations, covenants or agreements contained in the Agreement,
      all
      of which are ratified and affirmed in all respects and shall continue in full
      force and effect.

    


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

    


    
      	
              VioQuest
                Pharmaceuticals, Inc.:

            
	 	 
	
              By:

            	  

	 	
              Brian
                Lenz

            
	 	
              Its:
                Chief Financial Officer

            
	 	 
	
              Optionee:

            
	 	 
	 


    


    
      
         

      

      
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