Exhibit
        10.1

       

      AGREEMENT
        AND PLAN OF MERGER

      


       

      This
        Agreement and Plan of Merger (the “Plan”)
        is
        adopted as of October 14, 2005, by and between VioQuest Delaware, Inc., a
        Delaware corporation (“VioQuest
        Delaware”),
        and
        VioQuest Pharmaceuticals, Inc., a Minnesota corporation (“VioQuest
        Minnesota”).

       

       

      WHEREAS,
        VioQuest Delaware is a corporation duly organized and existing under the
        laws of
        the State of Delaware;

       

      WHEREAS,
        VioQuest Minnesota is a corporation duly organized and existing under the
        laws
        of the State of Minnesota;

       

      WHEREAS,
        on the
        date hereof, VioQuest Delaware has authority to issue One Hundred Ten Million
        (110,000,000) shares of capital stock consisting of One Hundred Million
        (100,000,000) shares of common stock, $.001 par value per share (“Delaware
        Common Stock”),
        and
        Ten Million (10,000,000) shares of preferred stock, $.001 par value per
        share;

       

       

      WHEREAS,
        on the
        date hereof, One Hundred (100) shares of Delaware Common Stock are issued
        and
        outstanding, all of which are owned by VioQuest Minnesota;

       

       

      WHEREAS,
        on the
        date hereof, VioQuest Minnesota has authority to issue 50,000,000 shares
        of
        undesignated capital stock, par value $.01 per share (the “Minnesota
        Common Stock”),
        of
        which 17,827,924 shares are issued and outstanding;

       

       

      WHEREAS,
        the
        respective boards of directors of VioQuest Delaware and VioQuest Minnesota
        have
        determined that, for the purpose of effecting the reincorporation of VioQuest
        Minnesota in the State of Delaware, it is advisable and in the best interests
        of
        such corporations and their respective shareholders that VioQuest Minnesota
        merge with and into VioQuest Delaware upon the terms and conditions herein
        provided; and

       

       

      WHEREAS,
        the
        respective boards of directors of VioQuest Delaware and VioQuest Minnesota
        have
        approved this Plan; and

       

       

      WHEREAS,
        the
        respective shareholders of VioQuest Delaware and VioQuest Minnesota have
        approved this Plan;

       

       

      NOW,
        THEREFORE,
        in
        consideration of the mutual agreements and covenants set forth herein, VioQuest
        Minnesota and VioQuest Delaware hereby agree to merge as follows:

       

      1.          
        Merger.
        Subject
        to the terms and conditions hereinafter set forth, VioQuest Minnesota shall
        be
        merged with and into VioQuest Delaware, which shall be the surviving corporation
        in the merger (the “Merger”).
        The
        Merger shall be effective on the later of the date and time (the “Effective
        Time”)
        that a
        properly executed certificate of merger consistent with the terms of this
        Merger
        Agreement and Section 252 of the Delaware General Corporation Law (“DGCL”)
        is
        filed with the Secretary of State of Delaware or articles of merger are filed
        with the Secretary of the State of Minnesota as required by Section 302A.615
        of
        the Minnesota Business Corporation Act (“MBCA”).
        

      


      2.          
        Principal
        Office of VioQuest Delaware.
        The
        principal office of VioQuest Delaware is 7 Deer Park Drive, Suite E, Monmouth
        Junction, New Jersey, 08852. 

      


      3.          
        Corporate
        Documents.
        The
        Certificate of Incorporation of VioQuest Delaware, as in effect immediately
        prior to the Effective Time, shall continue to be the Certificate of
        Incorporation of VioQuest Delaware as the surviving corporation without change
        or amendment until further amended in accordance with the provisions thereof
        and
        applicable law, except that the Certificate of Incorporation of VioQuest
        Delaware shall be amended to change the name of VioQuest Delaware to “VioQuest
        Pharmaceuticals, Inc.,” as provided in the certificate of merger filed with the
        Secretary of State of Delaware pursuant to this Plan. The Bylaws of VioQuest
        Delaware, as in effect immediately prior to the Effective Time, shall continue
        to be the Bylaws of VioQuest Delaware as the surviving corporation without
        change or amendment until further amended in accordance with the provisions
        thereof and applicable law.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      4.          
        Directors
        and Officers.
        The
        directors and officers of VioQuest Minnesota at the Effective Time shall
        be and
        become directors and officers, holding the same titles and positions, of
        VioQuest Delaware at the Effective Time, and after the Effective Time shall
        serve in accordance with the Bylaws of VioQuest Delaware.

      


      5.          
        Succession.
        At the
        Effective Time, VioQuest Delaware shall succeed to VioQuest Minnesota in
        the
        manner of and as more fully set forth in Section 259 of the DGCL and in Section
        302A.641 of the MBCA.

      


      6.          
        Further
        Assurances.
        From
        time to time, as and when required by VioQuest Delaware or by its successors
        and
        assigns, there shall be executed and delivered on behalf of VioQuest Minnesota
        such deeds and other instruments, and there shall be taken or caused to be
        taken
        by it such further and other action, as shall be appropriate or necessary
        in
        order to vest or perfect in or to confer of record or otherwise in VioQuest
        Minnesota the title to and possession of all the interests, assets, rights,
        privileges, immunities, powers, franchises and authority of VioQuest Minnesota,
        and otherwise to carry out the purposes and intent of this Merger Agreement,
        and
        the officers and directors of VioQuest Delaware are fully authorized in the
        name
        and on behalf of VioQuest Minnesota or otherwise to take any and all such
        actions and to execute and deliver any and all such deeds and other
        instruments.

      


      7.          
        Common
        Stock of VioQuest Minnesota.
        At the
        Effective Time, by virtue of the Merger and without any action on the part
        of
        the holder thereof, each share of Minnesota Common Stock outstanding immediately
        prior thereto shall be changed and converted automatically into one fully
        paid
        and nonassessable share of Delaware Common Stock.

      


      8.          
        Stock
        Certificates.
        At and
        after the Effective Time, all of the outstanding certificates which prior
        to
        that time represented shares of Minnesota Common Stock shall be deemed for
        all
        purposes to evidence ownership of and to represent shares of Delaware Common
        Stock into which the shares of the Minnesota Common Stock represented by
        such
        certificates have been converted as herein provided. The registered owner
        on the
        books and records of VioQuest Minnesota or its transfer agent of any such
        outstanding stock certificate shall, until such certificate shall have been
        surrendered for transfer or otherwise accounted for to VioQuest Delaware
        or its
        transfer agent, have and be entitled to exercise any voting and other rights
        with respect to and to receive any dividend and other distributions upon
        the
        shares of Delaware Common Stock evidenced by such outstanding certificate
        as
        above provided.

      


      9.          
        Options.
        Each
        option, warrant or other right to purchase shares of Minnesota Common Stock,
        which are outstanding at the Effective Time shall, by virtue of the Merger
        and
        without any action on the part of the holder thereof, be converted into and
        become an option, warrant or right to purchase one share of Delaware Common
        Stock at an option price per share equal to the purchase price applicable
        to the
        option, warrant or other right to purchase Minnesota Common Stock. 

      


      10.          
        Common
        Stock of VioQuest Delaware.
        At the
        Effective Time, the previously outstanding One Hundred (100) shares of Delaware
        Common Stock registered in the name of VioQuest Minnesota and which shall,
        by
        reason of the Merger, be reacquired by VioQuest Delaware, shall be retired
        and
        shall resume the status of authorized and unissued shares of Delaware Common
        Stock, and no shares of Delaware Common Stock or other securities of VioQuest
        Delaware shall be issued in respect thereof.

      


      11.          
        Amendment. At
        any
        time before or after approval by the shareholders of VioQuest Minnesota,
        this
        Plan may be amended in any manner (except that Section 7 and any of the other
        principal terms may not be amended without the approval of the shareholders
        of
        VioQuest Minnesota) as may be determined in the judgment of the respective
        Boards of Directors of VioQuest Delaware and VioQuest Minnesota to be necessary,
        desirable or expedient in order to clarify the intention of the parties hereto
        or to effect or facilitate the purposes and intent of this Merger
        Agreement.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      12.          
        Abandonment.
        At any
        time before the Effective Time, this Merger Agreement may be terminated and
        the
        Merger contemplated hereby may be abandoned by the Board of Directors of
        either
        VioQuest Minnesota or VioQuest Delaware or both, notwithstanding approval
        of
        this Merger Agreement by the sole shareholder of VioQuest Delaware or the
        shareholders of VioQuest Minnesota, or both.

      


      13.          
        Rights
        and Duties of VioQuest Delaware.
        At the
        Effective Time and for all purposes the separate existence of VioQuest Minnesota
        shall cease and shall be merged with and into VioQuest Delaware which, as
        the
        surviving corporation, shall thereupon and thereafter possess all the rights,
        privileges, immunities, licenses and franchises (whether of a public or private
        nature) of VioQuest Minnesota; and all property (real, personal and mixed),
        all
        debts due on whatever account, all choses in action, and all and every other
        interest of or belonging to or due to VioQuest Minnesota shall continue and
        be
        taken and deemed to be transferred to and vested in VioQuest Delaware without
        further act or deed; and the title to any real estate, or any interest therein,
        vested in VioQuest Minnesota shall not revert or be in any way impaired by
        reason of such Merger; and VioQuest Delaware shall thenceforth be responsible
        and liable for all the liabilities and obligations of VioQuest Minnesota;
        and,
        to the extent permitted by law, any claim existing, or action or proceeding
        pending, by or against VioQuest Minnesota may be prosecuted as if the Merger
        had
        not taken place, or VioQuest Delaware may be substituted in the place of
        such
        corporation. Neither the rights of creditors nor any liens upon the property
        of
        VioQuest Minnesota shall be impaired by the Merger. If at any time VioQuest
        Delaware shall consider or be advised that any further assignment or assurances
        in law or any other actions are necessary or desirable to vest the title
        of any
        property or rights of VioQuest Minnesota in VioQuest Delaware according to
        the
        terms hereof, the officers and directors of VioQuest Delaware are empowered
        to
        execute and make all such proper assignments and assurances and do any and
        all
        other things necessary or proper to vest title to such property or other
        rights
        in VioQuest Delaware, and otherwise to carry out the purposes of this Merger
        Agreement.

      


      14.          
        Consent
        to Service of Process.
        VioQuest Delaware hereby irrevocably appoints the Secretary of the State
        of
        Minnesota and the successors of such officer its attorney in the State of
        Minnesota upon whom may be served any notice, process or pleading in any
        action
        or proceeding against it to enforce against VioQuest Delaware any obligation
        of
        VioQuest Minnesota or to enforce the rights of a dissenting shareholder of
        VioQuest Minnesota.

      


      IN
        WITNESS WHEREOF, this Agreement and Plan of Merger, having first been duly
        approved by resolution of the Boards of Directors of VioQuest Minnesota and
        VioQuest Delaware, has been executed on behalf of each of said two corporations
        by their respective duly authorized officers.

       

      
        	 	
                VIOQUEST PHARMACEUTICALS, Inc. 

                a Minnesota corporation

              	 	 	
                VIOQUEST DELAWARE, INC.

                a Delaware corporation

              
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/ 
                Daniel Greenleaf	 	By:	/s/ 
                Daniel Greenleaf
	 	
                
Daniel
                Greenleaf	 	 	
                
Daniel
                Greenleaf
	 	
                Chief
                  Executive Officer

              	 	 	
                Chief
                  Executive Officer