VION
PHARMACEUTICALS, INC.
 2005 STOCK INCENTIVE PLAN
 RESTRICTED
STOCK AGREEMENT

AGREEMENT, made as of the
         day of
                    ,
20    , by and between Vion Pharmaceuticals, Inc., a Delaware
corporation (the "Company"), and
                        
(the "Participant").

W I
T N E S S E T H:

WHEREAS, pursuant to the Vion Pharmaceuticals,
Inc. 2005 Stock Incentive Plan (the "Plan"),
the Company desires to grant the Participant, and the Participant
desires to accept, an award of Restricted Stock on the terms and
conditions set forth in this Agreement and the Plan.

NOW,
THEREFORE, the parties hereto agree as follows:

1.    Grant of Restricted Stock.    In consideration of
future services to the Company, the Company hereby grants to the
Participant              shares of the
Company's common stock, $0.01 par value per share (the
"Common Stock"), subject to the transfer
restrictions and risk of forfeiture contained herein (collectively, the
"restrictions") and upon the other terms and
conditions set forth in this Agreement and the Plan. During the period
which the shares of Common Stock are subject to the restrictions, such
shares shall be referred to as "Restricted
Stock."

2.    Transfer
Restrictions.    The Restricted Stock may not be sold, assigned,
transferred, disposed of, pledged or otherwise hypothecated by the
Participant (collectively, the "transfer
restrictions"). Any attempted sale, assignment, transfer,
disposition, pledge or hypothecation of shares of Restricted Stock
shall be void and of no effect and the Company shall have the right to
disregard the same on its books and records and issue
"stop transfer" instructions to its transfer
agent.

3.    Risk of Forfeiture.    If the
Participant's service with the Company is terminated for any
reason (or no reason), all shares of Restricted Stock shall be
immediately forfeited to the Company. If the shares of Restricted Stock
are forfeited, the Participant shall assign, transfer, and deliver any
evidence of the shares of Restricted Stock to the Company and cooperate
with the Company to reflect such forfeiture.

4.    Lapse
of Restrictions.    The restrictions to which the shares of
Restricted Stock are subject shall lapse, and the shares of Restricted
Stock shall fully vest (and cease to be Restricted Stock hereunder),
upon the earlier of: (a) the
                 anniversary of
the date hereof, or (b) the occurrence of a Change in Control (as
defined in the Plan); provided, that, the Participant remains in
continuous service with the Company through the applicable vesting
date.

5.    Rights as a Stockholder.    All voting
rights with respect to the Restricted Stock shall be exercisable by the
Participant, notwithstanding the restrictions imposed on the Restricted
Stock herein. Any cash dividends paid on the Restricted Stock shall be
remitted to the Participant. Shares of Common Stock distributed in
connection with a stock split or stock dividend, and other property
distributed as a dividend, with respect to the Restricted Stock shall
be subject to the restrictions contained herein to the same extent as
the Restricted Stock.

6.    Stock
Certificates.    Unless the Committee elects otherwise, the
shares of Restricted Stock shall be evidenced by book entries on the
Company's stock transfer records pending the lapse of the
restrictions thereon, subject to such stop-transfer orders and other
terms deemed appropriate by the Committee to reflect the restrictions
applicable to such award. Notwithstanding the foregoing, if any
certificate is issued in respect of shares of Restricted Stock, such
certificate shall be registered in the name of the Participant and
shall bear an appropriate legend referring to restrictions applicable
to such award. If a certificate is issued with respect to the
Restricted Stock, the Committee may require that the certificate
evidencing such shares be held in custody by the Company until the
restrictions thereon shall have lapsed. Upon the lapse of the
restrictions, the Company shall instruct the transfer agent to release
the shares from the restrictions applicable to such award, subject to
the terms of the Plan and applicable law or, in the event that a
certificate has been issued, redeliver to the Participant (or his legal
representative, beneficiary or heir) share certificates for the shares
deposited with it 

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without any legend except as otherwise
provided by the Plan, this Agreement or applicable law. If requested by
the Company, the Participant shall execute and deliver to the Company a
duly signed stock power, endorsed in blank, covering the shares of
Restricted Stock.

7.    No Service
Rights.    Nothing contained in the Plan or this Agreement shall
confer upon the Participant any right with respect to the continuation
of his service with the Company or interfere in any way with the right
of the Company at any time to terminate such relationship.

8.    Provisions of the Plan Control.    The provisions
of the Plan, the terms of which are incorporated in this Agreement,
shall govern if and to the extent that there are inconsistencies
between those provisions and the provisions hereof. The Participant
acknowledges receipt of a copy of the Plan prior to the execution of
this Agreement.

9.    Governing Law.    This
Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware, without regard to its principles of
conflict of laws.

10.    Miscellaneous.    This
Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and permitted assigns.
This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and may not be modified other
than by written instrument executed by the parties.

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


		VION PHARMACEUTICALS, INC.





		By:
                                                                                


Name:

Title:





	
			
	


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