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
      ______________ (“Optionee”).

    


    BACKGROUND

    


    A. WHEREAS,
      the Company and Optionee entered into that certain Stock Option Agreement,
      dated
      as of _______________ (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 __________ shares of the Company’s common stock,
      $.001 par value per share (the “Common
      Stock”),
      at an
      exercise price of $______ per share;

    


    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.

    


    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.
          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:

            	   

	 	
              Michael
                Becker, M.D.

            
	
               

            	
              
                Its:
                  CEO and President

              

            
	 	 
	
              Optionee:

            
	 	 
	   



    


    
      
        
        

      

      
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