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                                                                     EXHIBIT 4.1

THE WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (THE
"SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"SECURITIES ACT") OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS ("BLUE SKY
LAWS"). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER
DISPOSITION OF THIS WARRANT OR THE SECURITIES OR ANY INTEREST THEREIN MAY BE
MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND ANY APPLICABLE BLUE SKY LAWS OR (B) IF THE COMPANY HAS BEEN
FURNISHED WITH BOTH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND
COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT NO
REGISTRATION IS REQUIRED BECAUSE OF THE AVAILABILITY OF AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE BLUE SKY LAWS, AND
ASSURANCES THAT THE TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER
DISPOSITION WILL BE MADE ONLY IN COMPLIANCE WITH THE CONDITIONS OF ANY SUCH
REGISTRATION OR EXEMPTION.

                   WARRANT TO PURCHASE SHARES OF COMMON STOCK
                              OF CHIRAL QUEST, INC.

         This certifies that, for value received, KEY WEST ASSOCIATES, LLC, or
its successors or assigns ("Holder"), is entitled to purchase from Chiral Quest,
Inc. (formerly, Surg II, Inc.), a Minnesota corporation (the "Company"), Five
Hundred Fifty Thousand (550,000) fully paid and nonassessable shares (the
"Shares") of the Company's common stock, $.01 par value (the "Common Stock"), at
any time and from time to time from the date hereof until February 14, 2007, at
an exercise price of $1.25 per share (the "Exercise Price"), subject to
adjustment as herein provided.

         This Warrant is subject to the following provisions, terms and
conditions:

         1.       Exercise of Warrant.

         (a)      Exercise for Cash. The rights represented by this Warrant may
be exercised by the Holder, in whole or in part (but not as to a fractional
share of Common Stock), by the surrender of this Warrant (properly endorsed, if
required, at the Company's principal office in State College, Pennsylvania, or
such other office or agency of the Company as the Company may designate by
notice in writing to the Holder at the address of such Holder appearing on the
books of the Company at any time within the period above named), and upon
payment to it by certified check, bank draft or cash of the purchase price for
such Shares. The Company agrees that the Shares so purchased shall have and are
deemed to be issued to the Holder as the record owner of such Shares as of the
close of business on the date on which this Warrant shall have been surrendered
and payment made for such Shares as aforesaid. Certificates for the Shares of
Common Stock so purchased shall be delivered to the Holder within a reasonable
time, not exceeding ten (10) days, after the rights represented by this Warrant
shall have been so exercised, and, unless this Warrant has expired, a new
Warrant representing the number of Shares, if any, with respect to which this
Warrant shall not then have been exercised shall also be delivered to the Holder
within such time. The Company may require that any such new Warrant or any
certificate for Shares purchased upon the exercise hereof bear a legend
substantially similar to that which is contained on the face of this Warrant.

         (b)      Cashless Exercise. Upon receipt of a notice of cashless
exercise, the Company shall deliver to the Holder (without payment by the Holder
of any exercise price) that number of Shares that is equal to the quotient
obtained by dividing (x) the value of the Warrant on the date that the Warrant
shall have been surrendered (determined by subtracting the aggregate exercise
price for the Shares in effect on the Exercise Date from the aggregate Fair
Market Value (hereinafter defined) for the Shares by (y) the

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Fair Market Value of one share of Common Stock. A notice of "cashless exercise"
shall state the number of Shares as to which the Warrant is being exercised.
"Fair Market Value" for purposes of this Section (b) shall mean the average of
the Common Stock closing prices reported by the principal exchange on which the
Common Stock is traded, or the last sale prices as reported by the National
Association of Securities Dealers, Inc. Automated Quotation System ("Nasdaq")
National Market, SmallCap Market, Bulletin Board (including any successor
thereto) or another automated quotation system, as the case may be, for the ten
(10) business days immediately preceding the Exercise Date or, in the event no
public market shall exist for the Common Stock at the time of such cashless
exercise, Fair Market Value shall mean the fair market value of the Common Stock
as the same shall be determined in the good faith discretion of the Board of
Directors, after full consideration of all factors then deemed relevant by such
Board in establishing such value, including by way of illustration and not
limitation, the per share purchase price of Common Stock or per security
convertible into one share of Common Stock of the most recent sale of shares of
Common Stock or securities convertible into Common Stock by the Company after
the date hereof all as evidenced by the vote of a majority of the directors then
in office.

         (c)      Notwithstanding anything herein to the contrary, the Holder
shall not have the right, and the Company shall not have the obligation, to
exercise all or any portion of the Warrant if and to the extent that the
issuance to the Holder of the Shares upon such exercise would result in the
Holder being deemed the "beneficial owner" (as defined by Section 13(d) of the
Securities Exchange Act of 1934, as amended, and the rules promulgated
thereunder) of more than five (5) percent of the then outstanding shares of
Common Stock.

         2.       Transferability of this Warrant. This Warrant is issued upon
the following terms, to which the Holder consents and agrees:

         (a)      Until this Warrant is transferred on the books of the Company,
the Company will treat the Holder of this Warrant registered as such on the
books of the Company as the absolute owner hereof for all purposes without being
affected by any notice to the contrary.

         (b)      This Warrant may not be exercised, and this Warrant and the
Shares underlying this Warrant shall not be transferable, except in compliance
with all applicable state and federal securities laws, regulations and orders,
and with all other applicable laws, regulations and orders.

         (c)      Prior to making any disposition of this Warrant or of any of
the Shares underlying this Warrant, the Holder will give written notice to the
Company describing the manner of any such proposed disposition. The Warrant may
not be transferred, and the Shares may not be transferred, without the Holder
obtaining an opinion of counsel satisfactory in form and substance to the
Company's counsel stating that the proposed transaction will not result in a
prohibited transaction under the Securities Act of 1933, as amended ("Securities
Act"), and applicable Blue Sky laws. By accepting this Warrant, the Holder
agrees to act in accordance with any conditions reasonably imposed on such
transfer by such opinion of counsel.

         (d)      Neither this issuance of this Warrant nor the issuance of the
Shares underlying this Warrant have been registered under the Securities Act.

         3.       Certain Covenants of the Company. The Company covenants and
agrees that all Shares which may be issued upon the exercise of the rights
represented by this Warrant, upon issuance and full payment for the Shares so
purchased, will be duly authorized and issued, fully paid and nonassessable and
free from all taxes, liens and charges with respect to the issue hereof, except
those that may be created by or imposed upon the Holder or its property, and
without limiting the generality of the

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foregoing, the Company covenants and agrees that it will from time to time take
all such actions as may be requisite to assure that the par value per share of
the Common Stock is at all times equal to or less than the effective purchase
price per share of the Common Stock issuable pursuant to this Warrant. The
Company further covenants and agrees that during the period within which the
rights represented by this Warrant may be exercised, the Company will at all
times have authorized and reserved free of preemptive or other rights for the
exclusive purpose of issue upon exercise of the purchase rights evidenced by
this Warrant, a sufficient number of shares of its Common Stock to provide for
the exercise of the rights represented by this Warrant.

         4.       Adjustment of Exercise Price and Number of Shares. The
Exercise Price and number of Shares are subject to the following adjustments:

                           (a) Adjustment of Exercise Price for Stock Dividend,
              Stock Split or Stock Combination. In the event that (i) any
              dividends on any class of stock of the Company payable in Common
              Stock or securities convertible into or exercisable for Common
              Stock ("Common Stock Equivalents") shall be paid by the Company,
              (ii) the Company shall subdivide its then outstanding shares of
              Common Stock into a greater number of shares, or (iii) the Company
              shall combine its outstanding shares of Common Stock, by
              reclassification or otherwise, then, in any such event, the
              Exercise Price in effect immediately prior to such event shall
              (until adjusted again pursuant hereto) be adjusted immediately
              after such event to a price (calculated to the nearest full cent)
              determined by dividing (a) the number of shares of Common Stock
              outstanding immediately prior to such event, multiplied by the
              then existing Exercise Price, by (b) the total number of shares of
              Common Stock outstanding immediately after such event, and the
              resulting quotient shall be the adjusted Exercise Price per share.
              No adjustment of the Exercise Price shall be made if the amount of
              such adjustment shall be less than $.05 per share, but in such
              case any adjustment that would otherwise be required then to be
              made shall be carried forward and shall be made at the time and
              together with the next subsequent adjustment which, together with
              any adjustment or adjustments so carried forward, shall amount to
              not less than $.05 per share.

                           (b) Adjustment of Number of Shares Purchasable on
              Exercise of Warrants. Upon each adjustment of the Exercise Price
              pursuant to this Section, the Holder shall thereafter (until
              another such adjustment) be entitled to purchase at the adjusted
              Exercise Price the number of shares, calculated to the nearest
              full share, obtained by multiplying the number of shares specified
              in such Warrant (as adjusted as a result of all adjustments in the
              Exercise Price in effect prior to such adjustment) by the Exercise
              Price in effect prior to such adjustment and dividing the product
              so obtained by the adjusted Exercise Price.

                           (c) Notice as to Adjustment. Upon any adjustment of
              the Exercise Price and any increase or decrease in the number of
              shares of Common Stock purchasable upon the exercise of the
              Warrant, then, and in each such case, the Company within thirty
              (30) days thereafter shall give written notice thereof, by first
              class mail, postage prepaid, addressed to each Holder as shown on
              the books of the Company, which notice shall state the adjusted
              Exercise Price and the increased or decreased number of shares
              purchasable upon the exercise of the Warrants, and shall set forth
              in reasonable detail the method of calculation and the facts upon
              which such calculation is based.

                           (d) Effect of Reorganization, Reclassification,
              Merger, etc. If at any time while any Warrant is outstanding there
              should be any capital reorganization of the capital stock of the
              Company (other than the issuance of any shares of Common Stock in
              subdivision of

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              outstanding shares of Common Stock by reclassification or
              otherwise and other than a combination of shares provided for in
              Section 4(a) hereof), or any consolidation or merger of the
              Company with another corporation, or any sale, conveyance, lease
              or other transfer by the Company of all or substantially all of
              its property to any other corporation, which is effected in such a
              manner that the holders of Common Stock shall be entitled to
              receive cash, stock, securities, or assets with respect to or in
              exchange for Common Stock, then, as a part of such transaction,
              lawful provision shall be made so that each Holder shall have the
              right thereafter to receive, upon the exercise hereof, the number
              of shares of stock or other securities or property of the Company,
              or of the successor corporation resulting from such consolidation
              or merger, or of the corporation to which the property of the
              Company has been sold, conveyed, leased or otherwise transferred,
              as the case may be, which the Holder would have been entitled to
              receive upon such capital reorganization, reclassification of
              capital stock, consolidation, merger, sale, conveyance, lease or
              other transfer, if such Warrant had been exercised immediately
              prior to such capital reorganization, reclassification of capital
              stock, consolidation, merger, sale, conveyance, lease or other
              transfer. In any such case, appropriate adjustments (as determined
              by the Board of Directors of the Company) shall be made in the
              application of the provisions set forth in this Warrant (including
              the adjustment of the Exercise Price and the number of Shares
              issuable upon the exercise of the Warrants) to the end that the
              provisions set forth herein shall thereafter be applicable, as
              near as reasonably may be, in relation to any shares or other
              property thereafter deliverable upon the exercise of the Warrants
              as if the Warrants had been exercised immediately prior to such
              capital reorganization, reclassification of capital stock, such
              consolidation, merger, sale, conveyance, lease or other transfer
              and the Warrant Holders had carried out the terms of the exchange
              as provided for by such capital reorganization, consolidation or
              merger. The Company shall not effect any such capital
              reorganization, consolidation, merger or transfer unless, upon or
              prior to the consummation thereof, the successor corporation or
              the corporation to which the property of the Company has been
              sold, conveyed, leased or otherwise transferred shall assume by
              written instrument the obligation to deliver to each Holder such
              shares of stock, securities, cash or property as in accordance
              with the foregoing provisions such Holder shall be entitled to
              purchase.

         5.       No Rights as Stockholders. This Warrant shall not entitle the
Holder as such to any voting rights or other rights as a stockholder of the
Company.

         6.       Registration Rights. If at any time the Company shall propose
to file any registration statement (other than any registration on Form S-4, S-8
or any other similarly inappropriate form, or any successor forms thereto) under
the Securities Act covering a public offering of the Company's Common Stock (the
"Registration Statement"), it will notify the Holder hereof at least thirty (30)
days prior to each such filing (the "Registration Notice") and will use its best
efforts to include in the Registration Statement (to the extent permitted by
applicable regulation), the Shares purchased or purchasable by the Holder upon
the exercise of the Warrant to the extent requested by the Holder hereof within
twenty (20) days after receipt of notice of such filing (which request shall
specify the interest in this Warrant or the Shares intended to be sold or
disposed of by such Holder and describe the nature of any proposed sale or other
disposition thereof); provided, however, that if a greater number of Shares is
offered for participation in the proposed offering than in the reasonable
opinion of the managing underwriter of the proposed offering can be accommodated
without adversely affecting the proposed offering, then the amount of Shares
proposed to be offered by such Holder for registration, as well as the number of
securities of any other selling shareholders participating in the registration,
shall be proportionately reduced to a number deemed satisfactory by the managing
underwriter. The Company shall bear all expenses and fees incurred in connection
with the preparation, filing, and amendment of the Registration

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Statement with the Commission, except that the Holder shall pay all fees,
disbursements and expenses of any counsel or expert retained by the Holder and
all underwriting discounts and commissions, filing fees and any transfer or
other taxes relating to the Shares included in the Registration Statement. The
Holder of this Warrant agrees to cooperate with the Company in the preparation
and filing of any Registration Statement, and in the furnishing of information
concerning the Holder for inclusion therein, or in any efforts by the Company to
establish that the proposed sale is exempt under the Securities Act as to any
proposed distribution. The Holder understands that if the Company has not
received such information requested by the Company in the Registration Notice
within 20 days after Holder's receipt thereof, the Company shall have no
obligation to include any of Holder's Shares in the Registration Statement.

         7.       Governing Law. This Warrant shall be governed by and construed
in accordance with the laws of the State of Minnesota.

         8.       Amendments and Waivers. The provisions of this Warrant may not
be amended, modified or supplemented, and waiver or consents to departures from
the provisions hereof may not be given, unless the Company agrees in writing and
has obtained the written consent of the Holders.

         9.       Notices. All notices or communications hereunder, except as
herein otherwise specifically provided, shall be in writing and if sent to the
Holder shall be mailed, delivered, or telefaxed and confirmed to the Holder at
his or her address set forth on the records of the Company; or if sent to the
Company shall be mailed, delivered, or telefaxed and confirmed to Chiral Quest,
Inc., 1981 Pine Hall Drive, State College, Pennsylvania 16801 or to such other
address as the Company or the Holder shall notify the other as provided in this
Section.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer as of this 18th day of February, 2003.

                                            CHIRAL QUEST, INC.

                                            By:_________________________________
                                            Its:

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                                SUBSCRIPTION FORM

         To be signed only upon exercise of Warrant.

         The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, ____________________ of the shares of Common Stock of
Chiral Quest, Inc. (the "Shares") to which such Warrant relates and herewith
makes payment of $_____________ therefor in cash, certified check or bank draft
and requests that a certificate evidencing the Shares be delivered to,
_____________________________, the address for whom is set forth below the
signature of the undersigned:

Dated:____________________

                                            ____________________________________
                                                 [Signature]

                                            ____________________________________
                                                 [Printed]
                                            ____________________________________
                                            ____________________________________
                                                 [Address]

                                 ASSIGNMENT FORM

         To be signed only upon authorized transfer of Warrant.

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers unto _____________________________________ the right to purchase
shares of Common Stock of Chiral Quest, Inc. to which the within Warrant relates
and appoints ____________________ attorney, to transfer said right on the books
of _________________ with full power of substitution in the premises.

Dated:__________________
                                            ____________________________________
                                                 [Signature]

                                            ____________________________________
                                                 [Printed]
                                            ____________________________________
                                            ____________________________________
                                                 [Address]