THIS
      NOTE
      AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), APPLICABLE
      STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS
      NOTE
      AND SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO
      DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED,
      RENOUNCED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS
      AND
      IN THE ABSENCE OF COMPLIANCE WITH APPLICABLE LAWS OF ANY FOREIGN JURISDICTION,
      OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
      IS
      NOT REQUIRED AND SUCH FOREIGN JURISDICTION LAWS HAVE BEEN
      SATISFIED.

    


    VIOQUEST
      PHARMACEUTICALS,
      INC.

    SENIOR
      CONVERTIBLE PROMISSORY NOTE

     

    
      	No. 2007-____	 	
              Basking
                Ridge, New Jersey

            
	$________	 	
              ______________
                ___, 2007

            


    

     

    1. Principal
      and Interest

    


    VIOQUEST
      PHARMACEUTICALS,
      INC.
      (the “Company”),
      a
      Delaware corporation, for value received, hereby promises to pay to the order
      of
      ______________________, or assigns (“Holder”),
      in
      lawful money of the United States of America at the address for notices to
      Holder set forth below (or such other address as Holder shall provide to the
      Company pursuant hereto), the principal amount of ____________ dollars
      ($___________), together with interest as set forth below.

     

    The
      Company promises to pay interest, compounded semi-annually, on the unpaid
      principal amount from the date hereof until such principal amount is paid in
      full at the rate of eight percent (8%), or such lesser rate as shall be the
      maximum rate allowable under applicable law (the “Initial
      Term Rate”).
      Interest from the date hereof shall be computed on the basis of a 365-day year,
      and shall be accrued and added to principal. Unless converted or prepaid earlier
      as set forth below, all unpaid principal and unpaid accrued interest on this
      Note shall be due and payable on the first anniversary of the final closing
      of
      the Company’s sale of Bridge Notes (as defined below) (the “Due
      Date”).
      Notwithstanding the foregoing, at the option of the Company, by written notice
      to the Holder prior to the Due Date, the Company may extend the Due Date until
      the date that is one year following the initial Due Date (the “Extended
      Term”);
      provided, that, during the Extended Term, the interest rate hereunder shall
      increase to twelve percent (12%), or such lesser rate as shall be the maximum
      rate allowable under applicable law (the “Extended
      Term Rate”);
      and
      provided further, that upon the occurrence of an Event of Default (as defined
      herein), the interest rate hereunder shall increase by four percent (4%) from
      the Initial Term Rate or Extended Term Rate, whichever is then in effect, or
      such lesser rate as shall be the maximum rate allowable under applicable law
      (the “Default
      Rate”).

     

    This
      Note
      is being issued pursuant to that certain Note and Warrant Purchase Agreement
      between the Company and the Holder (the “Purchase
      Agreement”),
      and
      is subject to its terms. This Note is being issued together with a series of
      convertible promissory notes issued by the Company in connection with an
      offering described in the Company’s Private Placement Memorandum dated June 20,
      2007 relating to an aggregate principal indebtedness of up to $3,500,000 (such
      notes shall be collectively referred to as the “Bridge
      Notes”).
      

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2. Mandatory Conversion.

    


    2.1 All
      unpaid principal and accrued unpaid interest on this Note shall be automatically
      converted into units of the Company’s equity securities or securities
      convertible into or exchangeable for the Company’s equity securities (the
“Securities”)
      issued
      in the Company’s next equity financing (or series of related equity financings)
      involving the sale of Securities in which the Company receives at least
      $7,000,000 in gross aggregate cash proceeds (before brokers’ fees or other
      transaction related expenses, and excluding any such proceeds resulting from
      any
      conversion of Bridge Notes) (a “Qualified
      Financing”),
      at a
      conversion price equal to the lesser of (a) the lowest price paid per unit
      in
      cash for such Securities by investors in such Qualified Financing, or (b) $0.60
      per unit of Securities (subject to appropriate adjustment for stock splits,
      combintations and similar events), and in each case upon such other terms,
      conditions and agreements as may be applicable in such Qualified
      Financing.
      For
      example, if the Company sells units of securities consisting of shares of Common
      Stock and a warrant to purchase shares of Common Stock in a Qualified Financing,
      the Holder will receive such units of Common Stock and Warrants upon conversion.
      In the event the Company completes (in one or a series of related transactions)
      a merger, consolidation, sale or transfer of the Company’s capital stock, or
      completes the sale of all or substantially all of its assets, in each case
      which
      does not constitute a Sale of the Company (as defined below), then the term
      “Securities”
as
      used
      herein shall thereafter refer to the equity securities or securities convertible
      into or exchangeable for equity securities of the surviving, resulting, combined
      or acquiring entity in such merger, consolidation, sale or
      transfer.

     

    2.2 Immediately
      prior to the occurrence of a Sale of the Company (as defined below), all unpaid
      principal and accrued unpaid interest on this Note shall be automatically
      converted into shares of the Company’s Common Stock at a conversion price per
      share equal to the Sale Conversion Price (as defined below). The Company shall
      not issue fractional shares but shall round up the number of shares issued
      to
      the next whole number. Any conversion effected in accordance with this Section
      2.2 shall be binding upon the Holder hereof. “Sale
      of the Company”
shall
      mean a transaction (or series of related transactions) (whether by merger,
      consolidation, sale or transfer of the Company’s capital stock or otherwise)
      with one or more non-affiliates, pursuant to which such party or parties acquire
      (i) capital stock of the Company possessing the voting power to elect a majority
      of the board of directors of the Company; or (ii) other than a sale of all
      of
      the assets or stock of the Company’s Chiral Quest, Inc. subsidiary, all or
      substantially all of the Company’s assets determined on a consolidated basis;
provided,
      however,
      that a
      transaction (or series of related transactions) pursuant to which the
      then-existing holders of the Company’s capital stock immediately prior to such
      transaction (or series of related transactions) continue to own, directly or
      indirectly, a majority of the outstanding shares of the capital stock of the
      Company or such other resulting, surviving or combined company resulting from
      such transaction (or series of related transactions) shall not be deemed to
      be a
      Sale of the Company; provided
      further,
      however,
      that
      notwithstanding anything to the contrary contained herein, to the extent any
      transaction (or series of related transactions) qualifies as a Qualified
      Financing, such transaction(s) shall not be deemed to constitute a Sale of
      the
      Company. The “Sale
      Conversion Price”
shall
      mean a per share price equal to the quotient obtained by dividing (x) the
      aggregate value of the consideration received in a Sale of the Company less
      any
      indebtedness of the Company then outstanding by (y) the number of shares of
      the
      Company’s Common Stock then outstanding on a fully-diluted basis (not including
      the conversion of the Bridge Notes or exercise of the Warrants (as defined
      in
      the Purchase Agreement)). For purposes hereof, the phrase “value of the
      consideration” means the gross amount of: 

    


    	(i)  	
            amount
              of money and securities or any other compensation or investment paid
              or to
              be paid (including, without any limitation any payments under earnout
              or
              similar provisions) that a buyer pays to the Company or its shareholders
              and any other non-cash consideration
              delivered;

          


     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    	(ii)  	
            the
              amount of all indebtedness of the Company that is assumed by the
              buyer;

          


    


    	(iii)  	
            the
              amount of any simultaneous investment made to the Company in the
              transaction, if applicable; and

          


    
      


      	(iv)  	
              
                the
                  amount of any license fees or similar fees payable to the
                  Company.

              

            


       

    

    2.3 Upon
      conversion of this Note in accordance with the terms of this Sections 2.1 and
      2.2, the applicable amount of outstanding principal and accrued unpaid interest
      of the Note shall be converted without any further action by the Holder and
      whether or not the Note is surrendered to the Company or its transfer agent.
      The
      Company shall not be obligated to issue certificates evidencing the shares
      of
      the securities issuable upon such conversion unless the Note is either delivered
      to the Company or its transfer agent, or the Holder notifies the Company or
      its
      transfer agent that such Note has been lost, stolen or destroyed and executes
      an
      agreement satisfactory to the Company to indemnify the Company from any loss
      incurred by it in connection with such Note. The Company shall, as soon as
      practicable after such delivery, or such agreement and indemnification, issue
      and deliver to such Holder of such Note, a certificate or certificates for
      the
      securities to which the Holder shall be entitled, a check payable to the Holder
      in the amount of any cash amounts payable as the result of a conversion into
      fractional shares of the Securities, as determined by the Board of Directors.
      Such conversion shall be deemed to have been made upon the surrender of this
      Note pursuant to a conversion by the Holder or concurrently with the close
      of
      the Qualified Financing or immediately prior to the occurrence of a Sale of
      the
      Company, as applicable. The person or persons entitled to receive securities
      issuable upon such conversion shall be treated for all purposes as the record
      holder or holders of such securities on such date.

     

    3. Voluntary
      Conversion.

    


    3.1 Prior
      to
      a Qualified Financing or Sale of the Company, all unpaid principal and accrued
      unpaid interest on this Note may, at the election of the Holder, be converted
      into shares of the Company’s common stock, par value $0.001 per share (the
“Common
      Stock”),
      at a
      conversion price equal to $0.38, subject to appropriate adjustment for stock
      splits, combintations and similar events. Holder shall not be entitled to
      convert this Note into shares of Common Stock until it has surrendered this
      Note
      at the office of the Company and given written notice by mail in the form
      attached hereto as Exhibit
      A (the
      “Holder
      Conversion Notice”)
      to the
      Company at its principal corporate office, of the election to convert all or
      a
      portion of this Note pursuant to this Section 3.1. If this Note is converted
      in
      part only, the Company shall execute and deliver a new note to the Holder
      thereof in the principal amount equal to the portion of this Note not so
      converted. No fractional shares of Common Stock shall be issued upon conversion
      of this Note. Upon the conversion of this Note pursuant to this Section 3.1,
      the
      Holder shall surrender this Note, duly endorsed, at the principal office of
      the
      Company. At its expense, the Company shall, as soon as practicable thereafter
      but in no event later that three business days following the date on which
      the
      Holder duly surrenders this Note for conversion pursuant to this Section 3.1
      and
      delivers the Holder Conversion Notice (the “Share
      Delivery Date”),
      issue
      and deliver to such Holder at such principal office a certificate or
      certificates for the number of shares of Common Stock to which the Holder shall
      be entitled upon such conversion (bearing such legends as are required by the
      Agreement and applicable state and federal securities laws in the opinion of
      counsel to the Company), together with a new note for the principal amount
      of
      the Note that was not converted, if any. Upon conversion of all or a portion
      of
      the principal, interest and other amounts owing under this Note, the Company
      shall be forever released from all its obligations and liabilities under this
      Note, to the extent of the amount so converted.

    


    3.2 In
      addition to any other rights available to the Holder, if the Company fails
      to
      cause its transfer agent to transmit to the Holder a certificate or certificates
      representing the shares of Common Stock issuable upon a conversion of this
      Note
      pursuant to Section 3.1 on or before the Share Delivery Date, and if after
      such
      date the Holder is required by its broker to purchase (in an open market
      transaction or otherwise) shares of Common Stock to deliver in satisfaction
      of a
      sale by the Holder of the shares of Common Stock which the Holder anticipated
      receiving upon such conversion (a “Buy-In”),
      then
      the Company shall (1) pay in cash to the Holder the amount by which (x) the
      Holder’s total purchase price for the shares of Common Stock so purchased
      exceeds (y) the amount obtained by multiplying (A) the number of shares of
      Common Stock that the Company was required to deliver to the Holder in
      connection with the conversion at issue by (B) the price at which the sell
      order
      giving rise to such purchase obligation was executed, and (2) at the option
      of
      the Holder, either reinstate the portion of the Note and equivalent number
      of
      shares of Common Stock for which such conversion was not honored or deliver
      to
      the Holder the number of shares of Common Stock that would have been issued
      had
      the Company timely complied with its exercise and delivery obligations
      hereunder. For example, if the Holder purchases Common Stock having a total
      purchase price of $11,000 to cover a Buy-In with respect to an attempted
      conversion of shares of Common Stock with an aggregate sale price giving rise to
      such purchase obligation of $10,000, under clause (1) of the immediately
      preceding sentence the Company shall be required to pay the Holder $1,000.
      The
      Holder shall provide the Company written notice indicating the amounts payable
      to the Holder in respect of the Buy-In, together with applicable confirmations
      and other evidence reasonably requested by the Company. Nothing herein shall
      limit a Holder’s right to pursue any other remedies available to it hereunder,
      at law or in equity including, without limitation, a decree of specific
      performance and/or injunctive relief with respect to the Company’s failure to
      timely deliver certificates representing shares of Common Stock upon exercise
      of
      the Warrant as required pursuant to the terms hereof.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    3.3 Registration
      Rights.
      The
      Holder shall have the right to participate in the registration rights granted
      to
      purchasers of the Securities (as defined in the Purchase Agreement) pursuant
      to
      Article 5 of the Purchase Agreement. By acceptance of this Note, the Holder
      agrees to comply with the provisions of Article 5 of the Purchase Agreement
      to
      the same extent as if it were a party thereto.

     

    4. Other
      Covenants.
      

     

    4.1 As
      long
      as any Bridge Note remains outstanding, the Company will not, without the prior
      written consent of the holders of the Bridge Notes evidencing at least a
      majority of the principal indebtedness then outstanding under such notes, incur
      indebtedness for borrowed money (“New
      Debt”)
      in
      favor of any person or entity (each a “New
      Lender”)
      which
      indebtedness is secured or otherwise senior in priority to the Bridge Notes
      issued to any subscriber pursuant to the Purchase Agreement or any substantially
      similar agreement, unless the New Lenders execute and deliver to the holders
      of
      the Bridge Notes a subordination agreement (in a form acceptable to the such
      Bridge Note holders evidencing at least a majority of the principal indebtedness
      then outstanding under the Bridge Notes) providing for the subordination of
      the
      New Debt to any of the indebtedness evidenced by any Bridge Notes.

     

    4.2 As
      long
      as any Bridge Note remains outstanding, the Company will not take any action
      that results in (i) the repurchase of any securities of the Company for cash,
      except for isolated repurchases of securities issued to employees, officers,
      directors or consultants pursuant to the Company’s existing stock incentive
      plans, or (ii) the payment or declaration of any cash dividend on any shares
      of
      the Company’s capital stock.

     

    5. Prepayment.
      The
      Notes may not be prepaid at any time, in whole or in part, prior to their
      maturity.

     

    6. Attorney’s
      Fees.
      If the
      indebtedness represented by this Note or any part thereof is collected in
      bankruptcy, receivership or other judicial proceedings or if this Note is placed
      in the hands of attorneys for collection after default, the Company agrees
      to
      pay, in addition to the principal and interest payable hereunder, all fees
      and
      expenses incurred by the Holder (including reasonable fees and expenses of
      legal
      counsel to the Holder) in connection with the enforcement of the Note against
      the Company.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    7. Notices.
      Any
      notice, other communication or payment required or permitted hereunder shall
      be
      in writing and shall be deemed to have been given upon delivery to the address
      provided pursuant to the Purchase Agreement. 

     

    8. Notice
      of Proposed Transfers.
      Prior
      to any proposed transfer of this Note, unless there is in effect a registration
      statement under the Securities Act of 1933, as amended (the “Securities
      Act”),
      covering the proposed transfer, the holder hereof shall give written notice
      to
      the Company of such holder’s intention to effect such transfer. Each such notice
      shall describe the manner and circumstances of the proposed transfer in
      sufficient detail, and shall, if the Company so requests, be accompanied (except
      in transactions in compliance with Rule 144) by an unqualified written opinion
      of legal counsel, who shall be reasonably satisfactory to the Company, addressed
      to the Company and reasonably satisfactory in form and substance to the
      Company’s counsel, to the effect that the proposed transfer of the Note may be
      effected without registration under the Securities Act; provided, however,
      no
      such opinion of counsel shall be necessary for a transfer without consideration
      by a Holder to any affiliate of such Holder, or a transfer by a Holder which
      is
      a partnership to a partner of such partnership or a retired partner of such
      partnership who retires after the date hereof, or to the estate of any such
      partner or retired partner or the transfer by gift, will or intestate succession
      of any partner to his spouse or lineal descendants or ancestors, if the
      transferee agrees in writing to be subject to the terms hereof to the same
      extent as if such transferee were the original Holder hereunder. Each
      certificate evidencing the Note transferred as above provided shall bear an
      appropriate restrictive legend, except that the Note or certificate shall not
      bear such restrictive legend if in the opinion of counsel for the Company such
      legend is not required in order to establish compliance with any provisions
      of
      the Securities Act.

     

    9. Acceleration.
      This
      Note shall become immediately due and payable upon an Event of Default. For
      purposes hereof, the term “Event
      of Default”
means
      any of the following: (i) the Company commences any proceeding in bankruptcy
      or
      for dissolution, liquidation, winding-up, composition or other relief under
      state or federal bankruptcy laws; (ii) there is any material breach of any
      material covenant, warranty, representation or other term or condition of this
      Note, the Purchase Agreement or the Warrant (as defined in the Purchase
      Agreement) at any time which is not cured within the time periods permitted
      therein, or if no cure period is provided therein, within thirty (30) days
      after
      the date on which the Company receives notice of such breach; (iii) any
      outstanding principal or accrued interest owing hereunder is not repaid when
      due; (iv) the entry of any order, judgment or decree against the Company
      decreeing the dissolution or split-up of the Company or any money judgment
      in
      excess of $500,000 (exclusive of amounts covered by insurance or subject to
      indemnification by a person capable of fulfilling its indemnification
      obligations, for which the insurer or person providing indemnity has
      acknowledged responsibility), and, in each case, the order, judgment or decree
      is not paid, dismissed or stayed within 30 days, and (v) an event of default
      is
      declared on any senior or secured debt of the Company. 

     

    10. No
      Dilution or Impairment.
      The
      Company will not, by amendment of its Certificate of Incorporation or Bylaws
      or
      through any reorganization, transfer of assets, consolidation, merger,
      dissolution, issue or sale of securities or any other voluntary action, avoid
      or
      seek to avoid the observance or performance of any of the terms of this Note,
      but will at all times in good faith assist in the carrying out of all such
      terms
      and in the taking of all such action as may be necessary or appropriate in
      order
      to protect the rights of the Holder of this Note against dilution or other
      impairment.

     

    11. Waivers.
      The
      Company hereby waives presentment, demand for performance, notice of
      non-performance, protest, notice of protest and notice of dishonor. No delay
      on
      the part of Holder in exercising any right hereunder shall operate as a waiver
      of such right or any other right. This Note is being delivered in and shall
      be
      construed in accordance with the laws of the State of New York, without regard
      to the conflicts of laws provisions thereof.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    12. No
      Stockholder Rights.
      Nothing
      contained in this Note shall be construed as conferring upon the Holder or
      any
      other person the right to vote or to consent or to receive notice as a
      stockholder of the Company.

     

    13. Amendments.
      Except
      as otherwise provided herein, any term of this Note may be amended with the
      written consent of the Company and the holders of not less than a majority
      of
      the then outstanding principal amount of the Bridge Notes, even without the
      consent of the Holder hereof; provided,
      however,
      that
      any amendment, modification or waiver of the terms and conditions of this Note
      that would adversely affect the Holder’s rights hereunder with respect to the
      date by which this Note must be repaid or the rate at which interest accrues
      hereunder, or any amendment or modification to Section 4.1 hereof, shall not
      be
      effective against any Holder who has not consented in writing to such amendment
      or modification or granted such waiver. Subject to the foreging sentence, any
      amendment effected in accordance with this Section 13 shall be binding upon
      each
      holder of any Bridge Note, each future holder of all such Bridge Notes, and
      the
      Company; provided,
      however,
      that no
      special consideration or inducement may be given to any such holder in
      connection with such consent that is not given ratably to all such holders,
      and
      that such amendment must apply to all such holders ratably in accordance with
      the principal amount of their then outstanding Bridge Notes. The Company shall
      promptly give notice to all holders of outstanding Bridge Notes of any amendment
      effected in accordance with this Section 13.

     

    ISSUED
      as
      of the date first above written.

     

    
      	 	 	VIOQUEST PHARMACEUTICALS,
              INC.
	 	 	 	 
	 	 	By:	__________________________
	 	 	Name:	__________________________
	 	 	Title:	__________________________


    

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    Exhibit
      A

    FORM
      OF NOTICE OF EXERCISE OF CONVERSION

     

    To: VioQuest
      Pharmaceuticals, Inc.

    


    The
      undersigned, the holder of the attached Senior Convertible Promissory Note
      (the
“Note”),
      hereby elects to exercise the conversion right, as permitted under Section
      3.1
      of the Note, to exchange the Note and all of the unpaid principal and accrued
      unpaid interest on such Note, for shares of Common Stock of VioQuest
      Pharmaceuticals, Inc., at the conversion price set forth in Section
      3.1.

    


    The
      undersigned requests that certificates for such shares be issued in the name
      of
      and delivered to:
      ______________________________________________________________________________________________________whose
      address
      is:_______________________________________________________________________         

    


    Dated:
      _________________ 

     

    
      
        	 	 	_____________________________________
	 	 	
                (Signature must conform in all respects to
                  name of
                  

                Holder as specified on the fact of the
                  Note)

              
	 	 	 	 
	 	 	Name:	__________________________
	 	 	 	 
	 	 	Title:	__________________________