**Exhibit
        10.2**
  **FIRST
        AMENDMENT TO LEASE**
  
 THIS
        FIRST AMENDMENT TO LEASE (“First Amendment”) is entered into as of this 15th day
        of September, 2006 (the “Effective Date”), by and between MOUNT AIRY ASSOCIATES,
        LLC (“Landlord”) and VIOQUEST PHARMACEUTICALS, INC. (“Tenant”).
  **Recitals**
 
 A.  Transwestern
        Mt. Airy, L.L.C. (“ **Original
        Landlord** ”)
        and
        Tenant entered into that certain Office Lease dated June 15, 2005 (the
“ **Lease** ”)
        with
        respect to certain premises consisting of two thousand one hundred ninety-one
        (2,191) rentable square feet located in the Building at 180 Mt. Airy Road,
        Basking Ridge, New Jersey, as more fully described in the Lease (the
“ **Original
        Premises** ”).
 
 B.  Original
        Landlord subsequently assigned all of its right, title and interest in and
        to
        the Lease to Landlord.
 
 C.  Tenant
        now desires to relinquish its rights to the Original Premises and to lease
        substitute premises consisting of three thousand eight hundred eighty-nine
        (3,889) rentable square feet of space (the “ **Substitute
        Premises** ”)
        on the
        first (1st) floor of the Building, as depicted on **Exhibit
        “A”** attached
        hereto and made a part hereof.
 
 D.  Landlord
        and Tenant now desire to amend the Lease to substitute the Substitute Premises
        for the Original Premises as hereinafter provided.
 
 **NOW,
        THEREFORE,** in
        consideration of the mutual covenants contained herein and other good and
        valuable consideration, the receipt and sufficiency of which is acknowledged,
        the parties mutually covenant and agree as follows:
  **1.**  **Capitalized
        Terms** .
        Capitalized terms used in this First Amendment which are not specifically
        defined herein shall have the meanings given such terms in the Lease.
  **2.**  **Premises** .
        Upon
        the Substitute Premises Commencement Date, defined below, the definition
        of
“Premises” is hereby amended to mean the Substitute Premises and shall, for all
        purposes under the Lease, be deemed to be three thousand eight hundred
        eighty-nine (3,889) rentable square feet.
  **3.**  **Substitute
        Premises Term** .
        The
        term for the Substitute Premises will commence on the earlier of (i) the
        date
        Tenant commences occupancy of all or any portion of the Substitute Premises
        (excluding, occupancy by Tenant fifteen (15) days prior to the Substitute
        Premises Commencement Date for sole the purpose of installing Tenant’s
        furniture, fixtures, or equipment, provided such occupancy by Tenant does
        not
        interfere with the completion of Landlord’s Work, defined hereinafter) and (ii)
        the Delivery Date, defined hereinafter (the “ **Substitute
        Premises Commencement Date** ”),
        and
        ending on the date (the “ **Substitute
        Premises Expiration Date** ”)
        which
        is (i) the day immediately preceding the five (5) year, two (2) month
        anniversary of the Substitute Premises Commencement Date, if the Substitute
        Premises Commencement Date is the first day of a calendar month, or (ii)
        the
        last day of the calendar month in which the five (5) year, two (2) month
        anniversary of the Substitute Premises Commencement Date occurs, if the
        Substitute Premises Commencement Date is any day other than the first day
        of a
        calendar month (the “ **Substitute
        Premises Term** ”).
        The
        Substitute Premises Commencement Date is currently estimated by Landlord
        to be
        October 1, 2006 (the “ **Substitute
        Premises Estimated Commencement Date** ”).
        “ **Delivery
        Date** ”
shall
        mean the date on which the Tenant Improvements are “Substantially Completed”
pursuant to the terms of Section 8 below. Notwithstanding the foregoing,
        in the
        event that the Delivery Date is delayed due to a delay caused in whole or
        in
        part by Tenant (including, without limitation, a “Tenant Delay” as hereinafter
        defined), then the Delivery Date shall be deemed to occur on the Substitute
        Premises Estimated Commencement Date, subject to extension for delays other
        than
        those caused in whole or in part by Tenant. Following the determination of
        the
        Substitute Premises Commencement Date, and as a pre-condition of Tenant’s
        occupancy of the Substitute Premises, Landlord and Tenant shall enter into
        a
        Commencement Date Memorandum in the form attached hereto as **Exhibit
        “C”** to this
        Lease confirming the Substitute Premises Commencement Date.
  
  **4.**  **Base
        Rent** .
        The
        Base Rent payable by the Tenant during the Substitute Premises Term shall
        be as
        follows (which sun be payable on the first day of each month, without notice,
        in
        accordance with the terms of the Lease):
  **Lease
                  Year**
                **(months)**
              **Annual
                  Base Rent**
              **Monthly
                  Installment**
              **Base
                  Rent/R.S.F.**1-2
              $0.00
              $0.00
              $0.003-36
              $91,391.50
              $7,615.96
              $23.5037-62
              $96,252.75
              $8,021.06
              $24.75Tenant
                  will continue to pay Base Rent and Additional Rent for the Original
                  Premises, in accordance with the terms and conditions of the Lease,
                  until
                  the last day of occupancy of the Original Premises.
 
 **5.**  **Security
        Deposit** .
        Upon
        the Substitute Premises Commencement Date, the Security Deposit held by Landlord
        pursuant to the Lease shall be increased to two (2) months’ Base Rent.
        Accordingly, upon the Substitute Premises Commencement Date, Tenant shall
        deliver to Landlord the sum of Five Thousand Five Hundred Twenty-Four and
        42/100
        Dollars ($5,524.42) to be added to the Security Deposit currently held by
        Landlord for the Original Premises.
  **6.**  **Tenant’s
        Pro Rata Share** .
        Upon
        the Substitute Premises Commencement Date and surrender of the Original
        Premises, the Tenant’s Pro Rata Share is hereby amended to be 7.857%, as the
        same may be adjusted from time to time.
  **7.**  **Base
        Year** .
        Upon
        the Substitute Premises Commencement Date, the Base Year shall be amended
        to
        mean the calendar year 2006.
  2
  **8.**  **Tenant
        Improvements** .
  (a)  Landlord,
        at Tenant’s sole cost and expense (subject to the Tenant Improvement Allowance,
        as hereinafter defined), shall construct the Tenant Improvements in accordance
        with the construction plan attached hereto as **Exhibit
        “B”** and the
        construction standards attached hereto as **Exhibit
        “B-1”** (collectively, the “ **Tenant’s
        Plans** ”),
        reserving the right to: (a) make substitutions of material of equivalent
        grade
        and quality when and if any specified material shall not be readily and
        reasonably available and (b) make changes necessitated by conditions met
        during
        the course of construction, provided that Tenant’s approval of any substantial
        change (and any reduction of cost incident thereto) shall first be obtained,
        which approval shall not be unreasonably withheld. All work shall be furnished,
        installed and performed by Landlord, utilizing a general contractor selected
        by
        Landlord (which maybe an affiliate of a general partner of Landlord), for
        “Landlord’s Cost.” “ **Landlord’s
        Cost** ”
shall
        mean all costs and expenses incurred by Landlord in connection with the
        completion of the Tenant Improvements, including, without limitation: (i)
        Landlord’s out-of-pocket contract or purchase price(s) for materials,
        components, labor and services plus (ii) an amount equal to five percent
        (5%) of
        the foregoing items as Landlord’s construction management fee, plus (iii)
        Landlord’s architects’ and engineers’ fees and costs, plus (iv) fees for all
        required permits and approvals.
  (b)  All
        subsequent changes in the Tenant’s Plans shall be subject to the approval of
        Landlord. If Landlord approves any change in the Tenant’s Plans, Landlord shall
        construct the Tenant Improvements in accordance with such change, and Tenant
        shall pay any increase in the cost of constructing the Tenant Improvements
        resulting from such change.
  (c)  Provided
        that Tenant is not in default in the performance of any of its obligations
        hereunder, Landlord shall provide Tenant with a construction allowance (the
        “Tenant Improvement Allowance”) of Fifteen and 00/100 Dollars ($15.00) per
        rentable square foot of the Substitute Premises, which shall be applied solely
        against Landlord’s Cost for the Tenant Improvements (and specifically excluding,
        without limitation, Tenant’s costs for space planning, design, furniture, and
        moving expenses). In the event that Landlord’s Cost exceeds the amount of the
        Tenant Improvement Allowance, Tenant shall reimburse Landlord for such excess
        from time to time during the progress of the work within ten (10) days after
        receipt of Landlord’s invoice(s) therefor; provided, however, that Landlord may
        require that, before Landlord commences any work, Tenant shall pay to Landlord
        fifty percent (50%) of the amount estimated by Landlord to become due to
        Landlord therefor, which fifty percent (50%) shall be applied against the
        last
        of the Tenant Improvements to be paid for by Tenant to Landlord. Following
        payment of the final invoice, the total amount of Landlord’s Cost shall be
        subject to examination by Tenant and Tenant shall have reasonable access
        to
        Landlord’s cost records relative thereto. Landlord shall provide to Tenant a
        moving expense allowance (the “Moving Allowance”) of up to Three Thousand Five
        Hundred and 00/100 Dollars ($3,500.00) to reimburse the actual out-of-pocket
        costs and expenses paid by Tenant to relocate its fixtures, furnishings,
        equipment and other personal property to the Substitute Premises, Landlord
        will
        reimburse to Tenant any sums due on account of the Moving Allowance within
        thirty (30) days after the last to occur of the following: (a) the Substitute
        Premises Commencement Date has occurred and Tenant has executed and delivered
        the Commencement Date Memorandum, (b) Tenant has occupied the Substitute
        Premises for purposes of conducting business therein, (c) there is no default
        by
        Tenant under the Lease, and (d) Tenant has submitted to Landlord its invoice
        requesting payment of the Moving Allowance together with (i) copies of bills
        and
        invoices, (ii) evidence that the same have been paid in full by Tenant, and
        (iii) any other documentation reasonably requested by Landlord. In the event
        that Tenant fails to utilize the entire Tenant Improvement Allowance and/or
        Moving Allowance, Tenant shall not be entitled to any refund or credit against
        the rent payable hereunder. All requests for the Tenant Improvement Allowance
        and/or Moving Allowance shall be made within six (6) months from the Effective
        Date hereof or the same shall be forfeited by Tenant.
  3
 (d)  Upon
        completion of the Tenant Improvements, except for items described in
        subparagraph (e) below, Landlord shall notify Tenant and Tenant shall inspect
        the Substitute Premises with Landlord within thee (3) business days after
        Tenant’s receipt of Landlord’s notice. Upon completion of the inspection, it
        shall be presumed that all work theretofore performed by or on behalf of
        Landlord was satisfactorily performed in accordance with, and meeting the
        requirements of this First Amendment. The foregoing presumption shall not
        apply,
        however: (i) to required work not actually completed by Landlord, which Landlord
        agrees it shall complete with reasonable speed and diligence and which is
        identified at the time of the inspection on a list prepared by the construction
        representatives of Landlord and Tenant (collectively, the “Punchlist Items”), or
        (ii) to latent defects in such work which could not reasonably have been
        discovered at the time of the inspection; provided Tenant notifies Landlord
        of
        such defects within ninety (90) days from the date of the inspection. Landlord
        shall endeavor to complete any emergency Punchlist Items that affect Tenant’s
        occupancy of the Substitute Premises within forty-eight (48) hours from the
        date
        of the inspection. Landlord shall endeavor to complete any remaining Punchlist
        Items within thirty (30) days from the date of the inspection. Landlord will
        correct any defects or deficiencies of which it is notified within the required
        period with reasonable speed and diligence.
  (e)  The
        Tenant Improvements shall be deemed to be “Substantially Completed” and,
        correspondingly, the Commencement Date shall occur when the following have
        occurred:
  (i)
            The
                work shown on the Tenant’s Plans has been completed except for:  a.  Any
        improvements or work to be performed by Tenant; and
 
 b.  Minor
        or
        insubstantial details of construction, mechanical adjustments, or finishing
        touches, which items shall not adversely affect Tenants conduct of its ordinary
        business activities in the Premises; and
 
 c.  Items
        not
        then completed because of (each, a “Tenant Delay”):
 
 1.  changes
        in the Tenant’s Plans requested by Tenant; or
 
 2.  delays,
        not caused by Landlord, in furnishing special items which are not readily
        available (“Long Lead Items”) or procuring specialized labor required for
        installation of Long Lead Items, provided that Tenant shall be notified of
        Landlord’s good faith estimate of the anticipated delay promptly after discovery
        thereof by Landlord, and shall be given an opportunity to specify alternative
        materials or requirements which are readily available; or
 
 4
 
 3.  the
        performance of any work or activity in the Substitute Premises by Tenant
        or any
        of its employees, agents or contractors.
 
 4.  if
        required under the applicable code or ordinance of the municipality in which
        the
        Building is located, the municipality has approved the work completed as
        part of
        the Tenant Improvements, or would have approved the same but for delays caused
        by Tenant pursuant to subparagraph (i) (c) above.
 
 (f)  The
        date
        determined in accordance with subparagraph (e) above is herein called the
        date
        of “Substantial Completion”. In the event of any delay as described in
        subparagraph (e) above, Tenant acknowledges that the Commencement Date and
        Tenant’s obligations to pay rent hereunder may begin before the Tenant
        Improvements have been completed.
  **9.**  **Delay
        in Possession** .
        Landlord currently anticipates that the Substitute Premises Commencement
        Date
        hereunder will occur on or about the Substitute Premises Estimated Commencement
        Date. If the Substitute Premises Commencement Date has not occurred by the
        Substitute Premises Estimated Commencement Date because any repairs,
        improvements or decoration of the Substitute Premises are not completed,
        or for
        any other reason, Landlord shall not be subject to any liability to Tenant.
        Under such circumstances, the rent reserved and covenanted to be paid for
        the
        Substitute Premises herein shall not commence until the Substitute Premises
        Commencement Date, and no such failure to deliver possession shall in any
        other
        respect affect the validity of this First Amendment.
  **10.**  **Notices
        to Landlord** .
        Notices
        shall be deliver to Landlord, c/o Pitcairn Properties Incorporated, 165 Township
        Line Road, Suite 1500, Jenkintown, PA 19046-3599. Rent payments shall be
        made
        payable to Landlord and shall be sent to Pitcaim Properties Management Company,
        LLC, do Pitcairn Properties Incorporated, 165 Township Line Road, Suite 1500,
        Jenkintown, PA 19046-3599.
  **11.**  **Broker** .
        Tenant
        represents and warrants to Landlord that Tenant has dealt with no broker,
        agent
        or other intermediary in connection with this First Amendment other than
        CB
        Richard Ellis (“ **Landlord’s
        Broker** ”)
        and
        David Cronheim Company (“ **Tenant’s
        Broker”)** ,
        and
        that insofar as Tenant knows, no other broker, agent or other intermediary
        negotiated this First Amendment. Tenant agrees to indemnify, defend and hold
        Landlord and its partners, employees, agents, their officers and partners,
        harmless from and against any claims made by any broker, agent or other
        intermediary other than Landlord’s Broker or Tenant’s Broker, with respect to a
        claim for broker’s commission or fee or similar compensation brought by any
        person in connection with this First Amendment, provided that Landlord has
        not
        in fact retained such broker, agent or other intermediary. Landlord agrees
        to
        pay all commissions payable to Landlord’s Broker pursuant to a separate
        agreement between Landlord and Landlord’s Broker. Landlord’s Broker shall pay
        Tenant’s Broker a co-brokerage commission pursuant to a separate agreement
        between Landlord’s Broker and Tenant’s Broker.
  5
  **12.**  **Counterparts** .
        This
        First Amendment may be executed in one or more counterparts, each of which
        shall
        be deemed an original hereof, but all of which shall constitute one and the
        same
        First Amendment.
  **13.**  **Confirmation
        of Lease** .
        Except
        as otherwise set forth in this First Amendment, the Lease shall remain in
        full
        force and effect in accordance with its original terms and be binding on
        Landlord and Tenant their respective heirs, executors, administrators,
        successors and assigns.
  **IN
        WITNESS WHEREOF** ,
        the
        parties hereto have executed this First Amendment as of the day and year
        first
        above written.
  Landlord
                
                **MOUNT
                  AIRY ASSOCIATES, LLC**By:
              PPI
                  MOUNT AIRY, LLC, its sole memberBy:
              Pitcairn Properties, Incorporated, its sole
                memberBy:
              /s/
                Mark
                A. PasierbTitle:Senior Vice President  Tenant
                
                **VIOQUEST
                  PHARMACEUTICALS, INC.**By:
              /s/
                Brian LenzTitle:CFO
 
  6