**Exhibit
      10.1**




**SUBSCRIPTION
      AGREEMENT**





THIS
      SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the date set forth on the
      signature page hereof between VioQuest Pharmaceuticals, Inc., a Delaware
      corporation having a place of business at 180 Mount Airy Road, Suite 102,
      Basking Ridge, New Jersey 07920 (the “Company”), and the undersigned (the
“Subscriber”).





W
      I T N E
      S S E T H:





WHEREAS,
      the Company is offering (the “Offering”) to a limited number of “accredited
      investors,” as that term is defined by Rule 501(a) of Regulation D (“Regulation
      D”) of the Securities Act of 1933, as amended (the “Securities Act”), up to
      10,000,000 shares (the “Shares”) of its Series A Convertible Preferred stock,
      par value $0.001 per share (“Series A Stock”) and warrants to purchase shares of
      its common stock, par value $0.001 per share (“Common Stock”), (the “Warrants”
and collectively with the Shares, the “Securities”) on terms and conditions
      described in this Agreement;





WHEREAS,
      each Share is initially convertible by the Subscriber into ten shares of the
      Company’s Common Stock (the “Conversion Shares”);





WHEREAS,
      the Offering is contingent upon the Company making sales of a number of Shares
      which would provide
      the Company with aggregate gross proceeds of at least $500,000 (the
“Minimum Offering”), and the Company
      will sell a maximum number
      of
      Shares which would result in aggregate gross proceeds of $6,900,000 (the
“Maximum Offering”);





WHEREAS **,** the
      Subscriber participated in the Company’s private offering of senior convertible
      promissory notes in June and July 2007, having an aggregate principal amount
      of
      $3,700,000 (the “Bridge Notes”);





WHEREAS **,** the
      Bridge Notes have been amended so that upon the initial closing of this
      Offering, the Bridge Notes will convert into the Company’s newly-designated
      Series B Convertible Preferred Stock (the “Series B Stock”);





WHEREAS,
      the Company is providing the Subscriber, as a holder of a Bridge Note, the
      opportunity to participate in the Offering and to convert the Subscriber’s
      Bridge Note into the Securities offered herein, up to the amount of the
      Subscriber’s purchase of the Securities and on a dollar-for-dollar basis,
      provided that the Subscriber purchases the Shares before the initial Closing;





WHEREAS **,** after
      the initial Closing but on or before April 1, 2008, the Series B Stock will
      grant the Subscriber, as a holder of Series B Stock, the right to participate
      in
      the Offering and to convert the Subscriber’s Series B Stock into the Securities,
      up to the amount of the Subscriber’s purchase of the Securities and on a
      dollar-for-dollar basis, as if the Subscriber purchases the Securities before
      the initial Closing;





WHEREAS,
      Paramount BioCapital, Inc. and GunnAllen Financial, Inc., are acting as
      non-exclusive placement agents (the “Placement Agents”) for the Offering;
      and





WHEREAS,
      on the terms and conditions hereinafter set forth, the Subscriber desires to
      purchase from the Company, and the Company desires to sell to the Subscriber,
      a
      number of Shares and Warrants.





NOW,
      THEREFORE, in consideration of the promises and the mutual representations
      and
      covenants hereinafter set forth, the parties hereto do hereby agree as
      follows:





1.
            PURCHASE
                AND SALE OF SHARES.




1.1  Offering .
      The Company is offering to a limited number of “accredited investors,” as that
      term is defined by Rule 501(a) of Regulation D of the Securities Act, the
      Securities on terms and conditions described in this Agreement. The Minimum
      Offering Amount will be offered on a “all or none, best efforts" basis. The
      Maximum Offering Amount will be offered on a “best efforts” basis. The
      Subscriber understands, however, that this purchase of the Securities is
      contingent upon the Company making aggregate sales equal to or exceeding the
      Minimum Offering. The per Share price shall be the product of (i) 10 multiplied
      by (ii) an amount equal to 80% of the average closing price of the Common Stock
      for the 20 trading days immediately preceding the initial Closing Date (as
      defined below) of this Offering (such
      product, the “Purchase Price”). The
      minimum investment by any single investor shall be equal to $25,000 divided
      by
      the Purchase Price, subject to the discretion of the Company and the Placement
      Agent to accept subscriptions for lesser amounts. Notwithstanding anything
      to
      the contrary contained herein, this Offering may be abandoned or terminated
      at
      any time by the Company prior to any Closing, and the Company may reject, in
      whole or in part, any subscription for the Securities for any reason. In the
      event this Offering is abandoned or terminated, or this subscription is
      rejected, any funds delivered to the Company by or on behalf of the Subscriber
      will be promptly returned without interest.




1.2  Closing .
      Subject to obtaining subscriptions in an aggregate amount equal to or greater
      than the Minimum Offering, the Company intends to conduct one or more closings
      (each a “Closing,” and the last such Closing, the “Final Closing”, and the date
      thereof, the “Closing Date”); provided, however, that the aggregate amount of
      conversions of Bridge Notes into Shares will not count towards the Minimum
      Offering. At each Closing, the Company shall issue and sell to the Subscriber
      and the Subscriber shall purchase from the Company, the number of Shares set
      forth on the signature page hereto. At the Closing, the Subscriber will pay
      to
      the Company, in immediately available funds, an amount equal to the product
      resulting from multiplying (a) such number of Shares by (b) the Purchase Price
      (the “Aggregate Purchase Price” as further defined below), rounded down to the
      nearest whole share. In addition to the Shares, each Subscriber shall receive
      a
      Warrant to purchase a number of additional Shares of Common Stock (the “Warrant
      Shares”) equal to 50% of the aggregate number of shares of Common Stock
      underlying the Shares purchased in the Offering by such Subscriber. The Warrants
      shall be exercisable at any time prior to the fifth anniversary of the date
      of
      issuance and shall have a per share exercise price equal to the lesser of (i)
      $0.25 or (ii) 130% of the average closing price of the Common Stock for the
      20
      trading days immediately preceding the initial closing date of this Offering
      (the “Warrant Exercise Price”).


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1.3  Closing
      Mechanics .
      The
      Closing shall be held at a date, time, and place designated by the Company
      and
      the Placement Agent prior to 11:59 p.m. Eastern Standard Time on March 14,
      2008
      (subject to extension at the discretion of the Company and the Placement Agent
      without notice to the Subscriber of up to 30 days). Upon
      satisfaction or waiver of all conditions to the Closing, the Placement Agent
      and
      the Company shall instruct U.S. Bank Trust, N.A., as escrow agent (the “Escrow
      Agent”), to release the Subscriber’s Aggregate Purchase Price to the Company,
      less fees and expenses due to the Placement Agent. Interest, if any, that has
      accrued with respect to the Aggregate Purchase Price while in escrow shall
      also
      be distributed to the Company at the Closing and the Subscriber will have no
      right to such interest, even if there is no Closing.




1.4  Payment
      of Aggregate Purchase Price .
      Upon,
      or prior to, the execution of this Agreement by the Subscriber, the Subscriber
      shall deposit the amount of readily available funds equal to the Aggregate
      Purchase Price in a segregated escrow account with the Escrow Agent by check
      or
      wire transfer of immediately available funds pursuant to the instructions
      provided below. Subject to the terms and conditions of this Agreement
      (including, without limitation, the Company’s and the Placement Agent’s option,
      each at its sole discretion, to refuse to accept subscriptions, in whole or
      in
      part, from any Subscriber), the Subscriber hereby subscribes for and agrees
      to
      purchase from the Company such number of Shares and
      the
      Company agrees to sell such number of Shares to the Subscriber as is set forth
      upon the signature page hereof at the Aggregate Purchase Price as accepted
      by
      the Company and the Placement Agent.




**U.S.
      Bank Trust, N.A.**


**ABA
      Routing Number: [_________]**


**US
      Bank and Trust Corp Trust Account #: **[_________]****


**Final
          Beneficiary Recipient/Subacct:** **Paramount,
          Gunn Allen & VioQuest**


**SEI/Subacct
      Number: **[_________]****


**Reference:
      [Investor Name]**


**Attention:
      Stefan Ronchetti**





The
      Subscriber must complete and return a duly executed, unaltered copy of this
      Agreement (including the completed Confidential Investor Questionnaire included
      in Article 7 hereof (the “Confidential Investor Questionnaire”)) to the
      Placement Agent at the Placement Agent’s address indicated in the Memorandum (as
      defined below) on or before March 14, 2008, or such other date indicated to
      the
      Subscriber by the Placement Agent to be eligible to participate in the Offering.
      The Company and the Placement Agent retain complete discretion to accept or
      reject any subscription unless and until the Company executes a counterpart
      to
      this Agreement that includes such Subscriber’s signature.




1.5  Conversion
      of Bridge Notes .
      If the
      Subscriber meets the conditions set forth in Section 1.4 before the initial
      Closing, an amount of the Subscriber’s Bridge Note equal to the amount of the
      Aggregate Purchase Price (the “Bridge Note Conversion Amount”) will be converted
      into the Securities offered herein as if the Bridge Note Conversion Amount
      was
      included in the Subscriber’s Aggregate Payment Price.




3


1.6  Conversion
      of Series B Stock .
      If the
      Subscriber meets the conditions set forth in Section 14 after the initial
      Closing but on or before April 1, 2008, an amount of the Subscriber’s Series B
      Stock equal to the amount of the Aggregate Purchase Price (the “Series B
      Conversion Amount”) will be converted into the Securities offered herein as if
      the Series B Conversion Amount was included in the Subscriber’s Aggregate
      Payment Price and received before the initial Closing.




1.7  Delivery
      of Certificates .
      The
      Company shall deliver, or cause to be delivered, the certificates representing
      the Shares purchased by the Subscriber hereunder as soon as practical after
      the
      Closing to the Subscriber’s residential or business address indicated on the
      signature page hereto.




2.
            REPRESENTATIONS
                AND WARRANTIES OF SUBSCRIBER.




The
      Subscriber hereby represents and warrants to the Company as of the date hereof
      and the Closing Date as follows:





2.1  Acknowledgement
      of Risk .
      The
      Subscriber understands, acknowledges and agrees that the purchase of the
      Securities involves a high degree of risk including, but not limited to, the
      following: (a) an investment in the Company is highly speculative, and only
      investors who can afford the loss of their entire investment should consider
      investing in the Company and the Securities; (b) the Subscriber may not be
      able
      to liquidate its investment; (c) transferability of the Securities is extremely
      limited; (d) in the event of a disposition of the Securities, the Subscriber
      could sustain the loss of its entire investment; and (e) since the Company
      has
      been a publicly-traded company, the Company has not paid any dividends on its
      Common Stock and does not anticipate the payment of dividends on its Common
      Stock in the foreseeable future.




2.2  Accredited
      Investor .
      The
      Subscriber is an “accredited investor” as such term is defined in Rule 501 of
      Regulation D promulgated under the Securities Act, as indicated by the
      Subscriber’s responses to the questions contained in the Confidential Investor
      Questionnaire, which are true and correct as of the date hereof and shall be
      true and correct as of the Closing Date, and that the Subscriber is able to
      bear
      the economic risk of an investment in the Company. If the Subscriber is a
      natural person, the Subscriber has reached the age of majority in the state
      or
      other jurisdiction in which the Subscriber resides, has adequate means of
      providing for the Subscriber’s current financial needs and contingencies, is
      able to bear the substantial economic risks of an investment in the Securities
      for an indefinite period of time, has no need for liquidity in such investment
      and, at the present time, could afford a complete loss of such
      investment.




2.3  Experience;
      Knowledge .
      The
      Subscriber understands, acknowledges and agrees that: (a) the Subscriber is
      knowledgeable, sophisticated and has experience in making, and is qualified
      to
      make, decisions with respect to investments representing an investment decision
      like that involved in the purchase of the Securities and has prior investment
      experience, including investment in securities which are non-listed,
      unregistered and/or not traded on the New York Stock Exchange, AMEX, the Nasdaq
      Stock Market or any other national stock exchange; (b) the investment in the
      Securities is of a highly speculative nature and involves a significant degree
      of risk, that the market price of the Common Stock has been and continues to
      be
      volatile and that Subscriber has carefully evaluated the risks of an investment
      in the Securities; and (c) the Subscriber is able to bear the economic risk
      of
      an investment in the Securities and the potential loss of such investment,
      which
      risk the Subscriber hereby assumes.


4






2.4Company
      Documents. The Subscriber has received and carefully reviewed this
      Agreement, the Company’s Confidential Private Placement Memorandum, dated
      February [ ], 2008, as well as the following documents filed by the Company
      with
      the Securities and Exchange Commission (the “SEC”, and such documents, the “SEC
      Filings”): Annual Report on Form 10-KSB for the year ended December 31, 2006;
      Quarterly Report on Form 10-QSB for the quarter ended September 30, 2007;
      Current Report on Form 8-K filed November 26, 2007; and Definitive Proxy
      Statement filed April 25, 2007, as supplemented. The Subscriber further
      represents that the Subscriber has been furnished by the Company during the
      course of this transaction with all information regarding the Company which
      the
      Subscriber, its investment advisor, attorney and/or accountant has requested
      or
      desired to know or which is otherwise relevant to an investment decision, has
      been afforded the opportunity to ask questions of and receive answers from
      duly
      authorized officers or other representatives of the Company concerning the
      terms
      and conditions of the Offering, and has received any additional information
      which the Subscriber or its advisors or agents has requested.




2.5  Investment
      Decision.




(a)  The
      Subscriber has relied solely upon the information provided by the Company in
      making the decision to invest in the Securities. The Subscriber is familiar
      with
      and understands the terms of the Offering, including the rights to which the
      Subscriber is entitled under this Agreement. In evaluating the suitability
      of an
      investment in the Company, the Subscriber has not relied upon any representation
      or other information (whether oral or written) from the Company, or any agent,
      employee or Affiliate of the Company other than as set forth in the Memorandum,
      in this Agreement or resulting from the results of the Subscriber’s own
      independent investigation. The Subscriber understands and acknowledges that
      nothing in this Agreement, the Memorandum or any other materials provided to
      the
      Subscriber in connection with the subscription for the Securities or sale of
      the
      Securities constitutes investment, tax or legal advice. To the extent deemed
      necessary or advisable by the Subscriber in its sole discretion, the Subscriber
      has retained, at its sole expense, and relied upon appropriate professional
      advice regarding the investment, tax and legal merits and consequences of this
      Agreement and its purchase of the Securities hereunder.




(b)  No
      Securities were offered or sold to the Subscriber by means of any form of
      general solicitation or general advertising, and in connection therewith the
      Subscriber did not: (i) receive or review any advertisement, article, notice
      or
      other communication published in a newspaper or magazine or similar media or
      broadcast over television or radio whether closed circuit, or generally
      available; or (ii) attend any seminar meeting or industry investor conference
      whose attendees were invited by any general solicitation or general
      advertising.




2.6  Capacity .
      The
      Subscriber, either by reason of the Subscriber’s business or financial
      experience or the business or financial experience of the Subscriber’s
      professional advisors, has the capacity to protect the Subscriber’s own
      interests in connection with the transaction contemplated hereby.


5


2.7  Absence
      of Regulatory Review; Compliance with Laws .
      The
      Subscriber understands, acknowledges and agrees that the Offering has not been
      reviewed, recommended or endorsed by the SEC or any state securities regulatory
      authority or other governmental body or agency, since the Offering is intended
      to be exempt from the registration requirements of Section 5 of the Securities
      Act pursuant to Regulation D promulgated under the Securities Act. The
      Subscriber shall not sell or otherwise transfer the Securities unless such
      transfer is registered under the Securities Act or unless an exemption from
      such
      registration is available. The Subscriber understands that if required by the
      laws or regulations or any applicable jurisdictions, the Offering contemplated
      hereby will be submitted to the appropriate authorities of such state(s) for
      registration of exemption therefrom.




2.8  Exemption
      from Registration .
      The
      Subscriber understands, acknowledges and agrees that the Securities have not
      been registered under the Securities Act in reliance upon a claimed exemption
      under the provisions of the Securities Act which depends, in part, upon the
      Subscriber’s investment intention and the truth and accuracy of, and
      Subscriber’s compliance with, the representations, warranties, acknowledgments
      and covenants of Subscriber set forth herein. In this connection, the Subscriber
      hereby represents that the representations, warranties, acknowledgments and
      covenants of Subscriber set forth herein are true and correct, Subscriber will
      comply with the covenants set forth herein, and the Subscriber is purchasing
      the
      Securities for the Subscriber’s own account for investment purposes only and not
      with a view toward the resale or distribution to others and has no contract,
      undertaking, agreement or other arrangement, in existence or contemplated,
      to
      sell, pledge, assign or otherwise transfer the Securities to any other Person
      (as defined in Article 5). The Subscriber, if an entity, also represents that
      it
      was not formed for the purpose of purchasing the Securities. The Subscriber
      has
      no current plans to effect a “change of control” of the Company, as such term is
      understood in Rule 13d of the Exchange Act.




2.9  Rule
      144; Blue Sky Laws .
      The
      Subscriber understands that the Securities will not be registered or available
      for sale in the public markets except as specifically provided herein, and
      Rule
      144 promulgated under the Securities Act (“Rule 144”) requires, among other
      conditions, a six month holding period prior to the resale of securities
      acquired in a non-public offering without having to satisfy the registration
      requirements under the Securities Act. The Subscriber understands and hereby
      acknowledges that the Company is under no obligation to register any of the
      Securities under the Securities Act or any state securities or “blue sky” laws
      or assist the Subscriber in obtaining an exemption from various registration
      requirements, other than as set forth in Article 5 herein.




2.10  Legend .
      The
      Subscriber consents to the placement of a legend on any certificate or other
      document evidencing the Securities substantially as set forth below, that such
      Securities have not been registered under the Securities Act or any state
      securities or “blue sky” laws and setting forth or referring to the restrictions
      on transferability and sale thereof contained in this Agreement. The Subscriber
      is aware that the Company will make a notation in its appropriate records with
      respect to the restrictions on the transferability of the Securities.


6


THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY
      STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
      RESALE AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN
      EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT
      AND
      APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE
      AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT
      REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT AND APPLICABLE STATE
      SECURITIES LAWS.




2.11  Additional
      Information .
      The
      Subscriber agrees to supply the Company, within five (5) days after the
      Subscriber receives the request therefor from the Company, with such additional
      information concerning the Subscriber as the Company deems necessary or
      advisable in order to establish or verify the Subscriber’s representations
      contained herein.




2.12  Address .
      The
      address of the Subscriber furnished by Subscriber on the signature page hereof
      is the Subscriber’s principal residence if Subscriber is an individual or its
      principal business address if it is a corporation or other entity.




2.13  Authority .
      The
      Subscriber has full power and authority (corporate or otherwise) to execute,
      deliver, and perform this Agreement and to purchase the Securities and has
      taken
      all action necessary to authorize the execution, delivery and performance of
      this Agreement. This Agreement constitutes the legal, valid and binding
      obligation of the Subscriber, enforceable against the Subscriber in accordance
      with its terms, subject to laws of general application relating to bankruptcy,
      insolvency and the relief of debtors and rules of law governing specific
      performance, injunctive relief or other equitable remedies, and to limitations
      of public policy.




2.14  Entity
      Qualification .
      If the
      Subscriber is a corporation, partnership, limited liability company, trust,
      employee benefit plan, individual retirement account, Keogh Plan, or other
      entity (a) it is authorized and qualified to become an investor in the Company
      and the Person signing this Agreement on behalf of such entity has been duly
      authorized by such entity to do so and (b) it is duly organized, validly
      existing and in good standing under the laws of the jurisdiction of its
      organization.




2.15  FINRA
      Registered Representative .
      The
      Subscriber acknowledges that if he or she is a Registered Representative of
      an
      FINRA member firm, he or she must give such firm the notice required by NASD
      Rule 3050, receipt of which must be acknowledged by such firm in Section 7.4
      below in accordance with such rules.




2.16  Rejection
      of Subscription Agreement .
      The
      Subscriber understands, acknowledges and agrees that this subscription may
      be
      rejected, in whole or in part, by the Company or the Placement Agent, in each
      of
      their sole and absolute discretion, at any time before any Closing Date
      notwithstanding prior receipt by the Subscriber of notice of acceptance of
      the
      Subscriber’s subscription. The Subscriber hereby authorizes and directs the
      Company to return, without interest, any funds for unaccepted subscriptions
      to
      the same account from which the funds were drawn, including any customer account
      maintained by the Subscriber with the Placement Agent.


7


2.17  Binding
      Effect on Subscriber .
      The
      Subscriber understands, acknowledges and agrees with the Company that except
      as
      otherwise set forth herein, the subscription hereunder is irrevocable by the
      Subscriber, that, except as required by law, the Subscriber is not entitled
      to
      cancel, terminate or revoke this Agreement or any agreements of the Subscriber
      hereunder and that this Agreement and such other agreements shall survive the
      death or disability of the Subscriber and shall be binding upon and inure to
      the
      benefit of the parties and their heirs, executors, administrators, successors,
      legal representatives and permitted assigns. If the Subscriber is more than
      one
      Person, the obligations of the Subscriber hereunder shall be joint and several
      and the agreements, representations, warranties and acknowledgments herein
      contained shall be deemed to be made by and be binding upon each such Person
      and
      its heirs, executors, administrators, successors, legal representatives and
      permitted assigns.




2.18  Exemption
      of Offering .
      The
      Subscriber understands, acknowledges and agrees with the Company that, the
      Offering is intended to be exempt from registration under the Securities Act
      by
      virtue of Section 4(2) of the Securities Act and the provisions of Regulation
      D,
      and/or the provisions of Regulation S which is in part dependent upon the truth,
      completeness and accuracy of the statements made by the Subscriber.




2.19  Limitation
      of Conversion Right .
      The
      Subscriber understands, acknowledges and agrees that the Subscriber, as a holder
      of a Bridge Note or Series B Stock, if applicable, must meet the conditions
      set
      forth in Section 1.4 no later than April 1, 2008, if the Subscriber wishes
      to
      convert any unpaid principal and accrued interest of the Bridge Note or any
      Series B Stock into the Securities offered herein. The Subscriber further
      understands, acknowledges and agrees that any Series B Stock held by the
      Subscriber after April 1, 2008 is not convertible into the Securities on the
      terms of the Offering and any subsequent conversion will be pursuant to the
      rights and privileges of the Series B Stock as set forth in a certificate of
      designationa.




2.20  Sale
      or Disposal of Securities .
      The
      Subscriber understands, acknowledges and agrees that there can be no assurance
      that the Subscriber will be able to sell or dispose of the Securities. It is
      understood than in order not to jeopardize the Offering’s exempt status under
      Section 4(2) of the Securities Act and Regulation D, in addition to any other
      restrictions on transfer set forth herein or in the Warrants, the Company may,
      at a minimum, require any transferee to fulfill the Subscriber suitability
      requirements thereunder and make the representations, warranties and covenants
      of Subscriber hereunder.




2.21  Selling
      Short .
      The
      Subscriber represents and warrants that during the period commencing upon the
      date that the Subscriber was first contacted with respect to the Offering (the
      “First Date”) the Subscriber has not, directly or indirectly, through related
      parties, Affiliates or otherwise, sold “short” or “short against the box” (as
      such terms are generally understood) and until the Registration Statement (as
      defined in Article VI) is declared effective, will not sell “short” or “short
      against the box” any equity security of the Company or take any action with
      respect to any equity security of the Company which would violate the Securities
      Act or the rules and regulations promulgated thereunder and from the First
      Date
      through the Closing Date or termination of this Agreement has not and will
      not
      take any action the intent or reasonably foreseeable effect of which is to
      reduce the trading price of the Common Stock.


8


2.22  Confidentiality .
      The
      Subscriber understands, acknowledges and agrees that the existence of and
      information contained in this Agreement, the Memorandum or otherwise made
      available to the Subscriber by the Company (collectively, the “Confidential
      Information”) is to be used solely for the purpose of evaluating a possible
      investment in the Securities and is confidential and non-public and agrees
      that
      all such Confidential Information shall be kept in confidence by the Subscriber
      and neither used by the Subscriber for the Subscriber’s personal benefit (other
      than in connection with evaluating a possible investment in the Securities)
      nor
      disclosed to any third party for any reason and in any manner, notwithstanding
      that a Subscriber’s subscription may not be accepted by the Company; provided,
      however, that this obligation shall not apply to any such Confidential
      Information that (i) is part of the public knowledge or literature and readily
      accessible at the date hereof (except as a result of a breach of this provision
      by any party) or (ii) becomes part of the public knowledge or literature and
      readily accessible by publication (except as a result of a breach of this
      provision by any party).




2.23  Fiduciaries .
      If the
      Subscriber is purchasing the Securities in a fiduciary capacity for another
      Person, including without limitation a corporation, partnership, trust or any
      other entity, the Subscriber has been duly authorized and empowered to execute
      this Agreement and all other subscription documents, and such other Person
      fulfills all the requirements for purchase of the Securities as such
      requirements are set forth herein, concurs in the purchase of the Securities
      and
      agrees to be bound by the obligations, representations, warranties and covenants
      contained herein. Upon request of the Company, the Subscriber will provide
      true,
      complete and correct copies of all relevant documents creating the Subscriber,
      authorizing its investment in the Company and/or evidencing the satisfaction
      of
      the foregoing.




2.24  Third
      Party Consent .
      No
      authorization, approval, consent or license of any Person is required to be
      obtained for the purchase of the Securities by the Subscriber, other than as
      have been obtained and are in full force and effect. The execution and delivery
      of this Agreement does not, and the consummation of the transactions
      contemplated hereby will not, result in any violation of or constitute a default
      under any material agreement or other instrument to which the Subscriber is
      a
      party or by which the Subscriber or any of its properties are bound, or to
      the
      best of the Subscriber’s knowledge, any permit, franchise, judgment, order,
      decree, statute, rule or regulation to which the Subscriber or any of its
      businesses or properties is subject.




2.25  Warranties
      and Representations .
      The
      Subscriber understands, acknowledges and agrees that the representations,
      warranties and agreements of the Subscriber contained herein (including the
      Confidential Investor Questionnaire), in the Registration Questionnaire attached
      hereto as Appendix A (the “Registration Questionnaire”) and in any other writing
      delivered in connection with the transactions contemplated hereby shall be
      true
      and correct on the date hereof and as of the Closing Date as if made on and
      as
      of such date (except for representations, warranties and agreements as of a
      specific date, which shall be true and correct as of such date) and shall
      survive the execution and delivery of this Agreement and the purchase of the
      Securities. The Subscriber agrees that the Placement Agent shall be entitled
      to
      rely on the representations, warranties and agreements of the Subscriber
      contained herein as if such representations, warranties and agreements were
      made
      or provided directly to the Placement Agent.


9


2.26  Delivery
      of Prospectus .
      The
      Subscriber hereby covenants with the Company not to make any sale of the
      Securities under the Registration Statement without effectively causing the
      prospectus delivery requirements under the Securities Act to be satisfied,
      and
      further agrees to comply with reasonable requests of the Company or its transfer
      agent to provide additional information and representations concerning such
      sale.




2.27  Placement
      Agent .




(a)  The
      Subscriber agrees, acknowledges and understands that the Placement Agent is
      acting as placement agent for the Securities being offered hereby and will
      be
      compensated by the Company for acting in such capacity, including, but not
      limited to, by: (i) placement fees in cash equal to up to 7% of the proceeds
      received by the Company at the Closing; and (ii) warrants (the “Placement
      Warrants”) to purchase a number of shares of Common Stock (the “Placement
      Warrant Shares”) equal to 10% of the number of Conversion Shares actually sold
      by the Company in connection with the Offering (not including shares of Common
      Stock issuable upon exercise or conversion of warrants or other securities
      for
      which no cash consideration was received upon issuance); and (iv) reimbursement
      of its reasonable, documented expenses (including reasonable legal fees)
      incurred in connection with the Offering (which reimbursement shall not exceed
      $35,000). The Placement Warrants shall have an exercise price per share equal
      to
      110% of quotient of (i) the aggregate purchase price for the Securities sold
      in
      the Offering divided by (ii) the number of Conversion Shares sold in connection
      with the Offering, as adjusted for stock splits, combinations, and
      reorganizations. Further, in the event that the closing sale price of the Common
      Stock for any 20 consecutive trading days is at least $.050, the Company shall
      be entitled to redeem not less than all of the Warrants at a price of $.001
      per
      share of Common Stock subject to such Warrants, by providing 30 business days’
written notice to the holder. In the event that the Company decides to redeem
      the Warrant pursuant to this Section 2.26, such holders may exercise this
      Warrant during such 30-day period. The Warrant shall be substantially the form
      attached as an exhibit to the Memorandum. The Subscriber shall not be entitled
      to reimbursement of any expenses incurred by the Subscriber in connection with
      the Offering. The Placement Agent will receive the commissions and Placement
      Warrants discussed above on all subsequent investments in Company securities
      made by investors introduced to the Company by the Placement Agent in connection
      with this Offering for a period of 6 months from the Final Closing
      Date.




(b)  The
      Subscriber agrees, acknowledges and understands that the Placement Agent may
      engage other Persons, selected by it in its discretion, who are members of
      the
      FINRA or who are located outside the United States, to assist the Placement
      Agent in connection with this Offering.




3.
            REPRESENTATIONS
                BY AND COVENANTS OF THE
                COMPANY.




The
      Company hereby represents and warrants to the Subscriber as of the date hereof
      and the Closing Date that:


10


3.1  Organization,
      Good Standing and Qualification .
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware and has full corporate power and
      authority to conduct its business as currently conducted. The Company is duly
      qualified as a foreign corporation to do business and is in good standing in
      every jurisdiction in which the property owned or leased by it or the nature
      of
      the business conducted by it makes such qualification necessary, except to
      the
      extent that the failure to be so qualified or in good standing would not
      reasonably be expected to have, individually or in the aggregate, a material
      adverse effect on the business, operations, conditions (financial or otherwise),
      properties, assets, liabilities, or results of operations of that entity
      individually or of the Company and its Subsidiaries (as defined below) as a
      whole (a “Material Adverse Effect”). For purposes of this Section, “Subsidiary”
means any corporation, partnership, limited liability company, association,
      or
      other business entity in which the Company owns or controls, directly or
      indirectly, any interest, including, without limitation, any joint venture,
      partnership, or similar arrangement.




3.2  Capitalization .




(a)  The
      authorized capital stock of the Company consists of 200,000,000 shares of Common
      Stock and 10,000,000 shares of preferred stock. As of the date of the
      Memorandum, there were 54,621,119 shares of Common Stock issued and outstanding,
      all of which are duly authorized, validly issued, fully paid and non-assessable,
      and no shares of preferred stock outstanding. In addition, there are 30,282,860
      shares of Common Stock reserved for issuance pursuant to outstanding options
      and
      warrants. All of the securities issued by the Company have been issued in
      accordance with all applicable federal and state securities laws. Other than
      as
      set forth above, there are no other options, warrants, calls, rights,
      commitments or agreements of any character to which the Company is a party
      or by
      which the Company is bound or obligating the Company to issue, deliver, sell,
      repurchase or redeem, or cause to be issued, delivered, sold, repurchased or
      redeemed, any shares of the capital stock of the Company or obligating the
      Company to grant, extend or enter into any such option, warrant, call, right,
      commitment or agreement. Except as set forth in the Memorandum, there are no
      preemptive rights or rights of first refusal or similar rights which are binding
      on the Company permitting any Person to subscribe for or purchase from the
      Company shares of its capital stock pursuant to any provision of law, the
      Company’s Certificate of Incorporation as in effect on the date hereof (the
“Certificate of Incorporation”) or the Company’s By-laws, as in effect on the
      date hereof (the “By-laws”) or by agreement or otherwise. Except as set forth in
      the Memorandum, there are no securities or instruments containing anti-dilution
      or similar provisions that will be triggered by the issuance of the Securities
      as described in this Agreement. The Company has made available to the Placement
      Agent true, correct and complete copies of the Company’s Certificate of
      Incorporation and By-laws.




(b)  The
      Company’s only Subsidiary is Greenwich Therapeutics Inc. The Company owns all of
      the issued and
      outstanding shares of capital stock of its Subsidiary. There are no outstanding
      securities, options, warrants, rights or agreements or other commitments
      pursuant to which the Subsidiary is or may become obligated to issue any shares
      of its capital stock, or any securities convertible into or exercisable or
      exchangeable for such capital stock


11


3.3  Authorization;
      Enforceability .
      The
      Company has all corporate right, power and authority to enter into this
      Agreement and to consummate the transactions contemplated hereby. All corporate
      action on the part of the Company, its directors and stockholders necessary
      for
      the (i) authorization execution, delivery and performance of this Agreement
      by
      the Company; and (ii) authorization, sale, issuance and delivery of the
      Securities contemplated hereby and the performance of the Company's obligations
      hereunder has been taken. This Agreement has been duly executed and delivered
      by
      the Company and constitutes a legal, valid and binding obligation of the
      Company, enforceable against the Company in accordance with its terms, subject
      to laws of general application relating to bankruptcy, insolvency and the relief
      of debtors and rules of law governing specific performance, injunctive relief
      or
      other equitable remedies, and to limitations of public policy. The Shares,
      when
      issued and fully paid for in accordance with the terms of this Agreement, will
      be validly issued, fully paid and non-assessable. The Warrant Shares, when
      issued in accordance with the terms of the Warrants, will be validly issued,
      full paid and non-assessable. The issuance and sale of the Securities
      contemplated hereby will not give rise to any preemptive rights or rights of
      first refusal on behalf of any person which have not been waived in connection
      with this Offering.




3.4  No
      Conflict; Governmental Consents .




(a)  Except
      as
      would not reasonably be expected to have a Material Adverse Effect, the
      execution and delivery by the Company of this Agreement and the consummation
      of
      the transactions contemplated hereby will not result in the violation of any
      law, statute, rule, regulation, order, writ, injunction, judgment or decree
      of
      any court or governmental authority to or by which the Company is bound, or
      of
      any provision of the Certificate of Incorporation or By-Laws of the Company,
      and
      will not conflict with, or result in a breach or violation of, any of the terms
      or provisions of, or constitute (with due notice or lapse of time or both)
      a
      default under, any lease, loan agreement, mortgage, security agreement, trust
      indenture or other agreement or instrument to which the Company is a party
      or by
      which it is bound or to which any of its properties or assets is subject, nor
      result in the creation or imposition of any lien upon any of the properties
      or
      assets of the Company.




(b)  No
      consent, approval, authorization or other order of any governmental authority
      or
      other third party is required to be obtained by the Company in connection with
      the authorization, execution and delivery of this Agreement or with the
      authorization, issue and sale of the Securities, except such filings as may
      be
      required to be made with the SEC and with any state or foreign blue sky or
      securities regulatory authority relating to an exemption from registration
      thereunder.




3.5  Licenses .
      Except
      as otherwise set forth in the Memorandum or as would not reasonably be expected
      to have a Material Adverse Effect, the Company has sufficient licenses, permits
      and other governmental authorizations currently required for the conduct of
      its
      business or ownership of properties and is in all material respects complying
      therewith.




3.6  Litigation .
      There
      is no pending, or to the Company’s knowledge, threatened legal or governmental
      proceedings against the Company which (i) adversely questions the validity
      of
      this Agreement or any agreements related to the transactions contemplated hereby
      or the right of the Company to enter into any of such agreements, or to
      consummate the transactions contemplated hereby or thereby or (ii) could, if
      there were an unfavorable decision, have a Material Adverse Effect. There is
      no
      action, suit, proceeding or investigation by the Company currently pending
      in
      any court or before any arbitrator or that the Company intends to
      initiate.


12


3.7  Investment
      Company .
      The
      Company is not an “investment company” within the meaning of such term under the
      Investment Company Act of 1940, as amended, and the rules and regulations of
      the
      SEC thereunder.




3.8  Financial
      Statements .
      The
      financial statements of the Company included in the SEC Filings (the “Financial
      Statements”) fairly present in all material respects the financial condition and
      position of the Company at the dates and for the periods indicated; and have
      been prepared in conformity with generally accepted accounting principles in
      the
      United States (“GAAP”) consistently applied throughout the periods covered
      thereby, except as may be otherwise specified in such Financial Statements
      or
      the notes thereto and except that unaudited financial statements may not contain
      all footnotes required by GAAP, and fairly present in all material respects
      the
      financial position of the Company as of and for the dates thereof and the
      results of operations and cash flows for the periods then ended, subject, in
      the
      case of unaudited statements, to normal, immaterial, year-end audit adjustments.
      Since the date of the most recent balance sheet included as part of the
      Financial Statements, there has not been to the Company’s knowledge: (i) any
      change in the business, conditions (financial or otherwise), properties, assets,
      liabilities, or results of operations of the Company from that reflected in
      the
      Financial Statements, other than changes in the ordinary course of business,
      none of which individually or in the aggregate would reasonably be expected
      to
      have a Material Adverse Effect; or (ii) any other event or condition of any
      character that, either individually or cumulatively, would reasonably be
      expected to have a Material Adverse Effect, except for the expenses incurred
      in
      connection with the transactions contemplated by this Agreement.




3.9  Title
      to Properties and Assets; Liens, Etc .
      The
      Company has good and marketable title to its properties and assets, including
      the properties and assets reflected in the most recent balance sheet included
      in
      the Financial Statements, and good title to its leasehold estates, in each
      case
      subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than
      (a) those resulting from taxes which have not yet become delinquent; (b) liens
      and encumbrances which do not materially detract from the value of the property
      subject thereto or materially impair the operations of the Company; (c) those
      that have otherwise arisen in the ordinary course of business; and (d) those
      that would not reasonably be expected to have a Material Adverse Effect. The
      Company is in compliance with all material terms of each lease to which it
      is a
      party or is otherwise bound.




3.10  Obligations
      to Related Parties .
      Except
      as disclosed in the Memorandum or as would not reasonably be expected to have
      a
      Material Adverse Effect, there are no obligations of the Company to officers,
      directors, stockholders, or employees of the Company other than (a) for payment
      of salary or other compensation for services rendered, (b) reimbursement for
      reasonable expenses incurred on behalf of the Company, (c) standard
      indemnification provisions in the certificate of incorporation and by-laws,
      and
      (d) for other standard employee benefits made generally available to all
      employees (including stock option agreements outstanding under any stock option
      plan approved by the Board of Directors of the Company). Except as may be
      disclosed in the Financial Statements, the Company is not a guarantor or
      indemnitor of any indebtedness of any other person, firm or
      corporation.


13


3.11  Employee
      Relations; Employee Benefit Plans .
      The
      Company is not a party to any collective bargaining agreement or union contract.
      The Company believes that its relations with its employees are good. No
      executive officer (as defined in Rule 501(f) of the Securities Act) of the
      Company has notified the Company that such officer intends to leave the Company
      or otherwise terminate such officer's employment with the Company. The Company
      is in compliance with all federal, state, local and foreign laws and regulations
      respecting employment and employment practices, terms and conditions of
      employment and wages and hours, except where failure to be in compliance would
      not, either individually or in the aggregate, reasonably be expected to result
      in a Material Adverse Effect. Except as disclosed in the Memorandum, the Company
      does not maintain any compensation or benefit plan, agreement, arrangement
      or
      commitment (including, but not limited to, "employee benefit plans", as defined
      in Section 3(3) of the Employee Retirement Income Security Act of 1974, as
      amended (“ERISA”)) for any present or former employees, officers or directors of
      the Company or with respect to which the Company has liability or makes or
      has
      an obligation to make contributions, other than any such plans, agreements,
      arrangements or commitments made generally available to the Company’s
      employees.




3.12  Environmental
      Laws .
      To the
      knowledge of the Company, it (i) is in compliance with any and all Environmental
      Laws (as hereinafter defined), (ii) has received all permits, licenses or other
      approvals required of it under applicable Environmental Laws to conduct its
      business and (iii) is in compliance with all terms and conditions of any such
      permit, license or approval where, in each of the foregoing clauses (i), (ii)
      and (iii), the failure to so comply would reasonably be expected to have,
      individually or in the aggregate, a Material Adverse Effect. The term
“Environmental Laws” means all federal, state, local or foreign laws relating to
      pollution or protection of human health or the environment (including, without
      limitation, ambient air, surface water, groundwater, land surface or subsurface
      strata), including, without limitation, laws relating to emissions, discharges,
      releases or threatened releases of chemicals, pollutants, contaminants, or
      toxic
      or hazardous substances or wastes (collectively, “Hazardous Materials”) into the
      environment, or otherwise relating to the manufacture, processing, distribution,
      use, treatment, storage, disposal, transport or handling of Hazardous Materials,
      as well as all authorizations, codes, decrees, demands or demand letters,
      injunctions, judgments, licenses, notices or notice letters, orders, permits,
      plans or regulations issued, entered, promulgated or approved
      thereunder.




3.13  Tax
      Status .
      To the
      knowledge of the Company, it (i) has made or filed all federal and state income
      and all other tax returns, reports and declarations required by any jurisdiction
      to which it is subject, (ii) has paid all taxes and other governmental
      assessments and charges that are material in amount, shown or determined to
      be
      due on such returns, reports and declarations, except those being contested
      in
      good faith and (iii) has set aside on its books provision reasonably adequate
      for the payment of all taxes for periods subsequent to the periods to which
      such
      returns, reports or declarations apply. There are no unpaid taxes in any
      material amount claimed to be due by the taxing authority of any jurisdiction,
      and the officers of the Company know of no basis for any such
      claim.


14


3.14  Proprietary
      Rights .
      To the
      Company’s knowledge, the Company owns or possesses adequate and enforceable
      rights to use all patents, patent applications, trademarks, trade names,
      corporate names, copyrights, trade secrets, licenses, inventions, formulations,
      technology and know-how and other intangible property used in the conduct of
      its
      business as described in the Memorandum (the “Proprietary Rights”). Except as
      described in the Memorandum, to the Company’s knowledge, the Company has not
      received any notice of, and there are no facts known to the Company that
      reasonably indicate the existence of (i) any infringement or misappropriation
      by
      any third party of any of the Proprietary Rights or (ii) any claim by a third
      party contesting the validity of any of the Proprietary Rights. The Company
      has
      not received any notice of any infringement, misappropriation or violation
      by
      the Company or any of its employees of any Proprietary Rights of third
      parties




3.15  Absence
      of Certain Changes .
      Except
      as set forth in the Memorandum, since the date of the Memorandum, there has
      been
      no material adverse change in the business, operations, conditions (financial
      or
      otherwise), prospects, assets or results of operations of the Company or any
      of
      its Subsidiaries.




3.16  Disclosure .
      The
      information set forth in the Memorandum as of the date hereof contains no untrue
      statement of a material fact nor omits to state a material fact necessary in
      order to make the statements contained therein, in light of the circumstances
      under which they were made, not misleading.




4.
            CONDITIONS
                TO OBLIGATIONS OF EACH PARTY.




4.1  Conditions
      to Obligations of the Company .
      The
      Company’s obligation to complete the sale and issuance of the Securities and
      deliver the Securities to the Subscriber at the Closing is subject to the
      fulfillment on or prior to the Closing of the following conditions, which
      conditions may be waived at the option of the Company to the extent permitted
      by
      law:




(a)  Representations
      and Warranties Correct .
      The
      representations and warranties made by the Subscriber in Article 2 hereof shall
      be true and correct when made, and shall be true and correct on and as of the
      Closing Date (except for any representation or warranty that speaks as of a
      specific date, which shall be true and correct as of such date).




(b)  Covenants .
      All
      covenants, agreements and conditions contained in this Agreement to be performed
      by the Subscriber on or prior to such sale and issuance shall have been
      performed or complied with in all material respects.




(c)  No
      Legal Order Pending .
      There
      shall not then be in effect any legal or other order enjoining or restraining
      the transactions contemplated by this Agreement.




(d)  No
      Law
      Prohibiting or Restricting Such Sale .
      There
      shall not be in effect any law, rule or regulation prohibiting or restricting
      the issuance and sale of the Securities or requiring any consent or approval
      of
      any Person which shall not have been obtained to issue or sell the Securities,
      or in either case to otherwise consummate the transactions contemplated hereby
      (except as otherwise provided in this Agreement).


15


(e)  Payment
      of Consideration .
      The
      Company shall have received the full amount of the Aggregate Purchase Price
      for
      the Securities being purchased hereunder at the Closing.




(f)  Questionnaires .
      The
      Subscriber shall have completed, executed and delivered to the Company the
      Confidential Investor Questionnaire and the Registration Questionnaire, which
      questionnaires shall be true and correct as of the Closing and shall be
      satisfactory to the Placement Agent and the Company, each in their sole
      discretion.




(g)  Minimum
      Offering .
      The
      Company shall have received duly executed subscriptions and corresponding
      readily available funds shall have been deposited into the Escrow Account from
      Subscribers equal to or in excess of the Minimum Offering.




(h)  Bridge
      Notes .
      The
      Company shall have received written approval from a majority of the holders
      of
      the Bridge Notes to amend the Bridge Notes to allow the conversion of the Bridge
      Notes into Series B Stock upon the initial Closing.




4.2  Conditions
      to Obligations of Subscriber .
      The
      Subscriber’s obligation to purchase the Securities at the Closing is subject to
      the fulfillment on or prior to the Closing of the following conditions, which
      conditions may be waived at the option of each Subscriber to the extent
      permitted by law:




(a)  Representations
      and Warranties Correct .
      The
      representations and warranties made by the Company in Article 3 hereof shall
      be
      true and correct when made, and shall be true and correct on and as of the
      Closing Date (except for any representation or warranty that speaks as of a
      specific date, which shall be true and correct as of such date).




(b)  Covenants .
      All
      covenants, agreements and conditions contained in this Agreement to be performed
      by the Company on or prior to such purchase shall have been performed or
      complied with in all material respects.




(c)  No
      Legal Order Pending .
      There
      shall not then be in effect any legal or other order enjoining or restraining
      the transactions contemplated by this Agreement.




(d)  No
      Law
      Prohibiting or Restricting Such Sale .
      There
      shall not be in effect any law, rule or regulation prohibiting or restricting
      the issuance and sale of the Securities or requiring any consent or approval
      of
      any Person which shall not have been obtained to issue or sell the Securities,
      or in either case to otherwise consummate the transactions contemplated hereby
      (except as otherwise provided in this Agreement).




(e)  Minimum
      Offering .
      The
      Company shall have received duly executed subscriptions and corresponding
      readily available funds in the Escrow Account from Subscribers equal to or
      in
      excess of the Minimum Offering Amount.


16


5.
            REGISTRATION
                RIGHTS.




5.1  Definitions .
      As used
      in this Agreement, the following terms shall have the following
      meanings:




(a)  “ Affiliate ”
shall
      mean, with respect to any Person (as defined below), any other Person
      controlling, controlled by or under direct or indirect common control with
      such
      Person (for the purposes of this definition “control,” when used with respect to
      any specified Person, shall mean the power to direct the management and policies
      of such Person, directly or indirectly, whether through ownership of voting
      securities, by contract or otherwise; and the terms “controlling” and
“controlled” shall have meanings correlative to the foregoing).




(b)  “ Business
      Day ”
shall
      mean a day Monday through Friday on which banks are generally open for business
      in New York, New York.




(c)  “ Holders ”
shall
      mean the Subscribers and any Person holding Registrable Securities or any Person
      to whom the rights under Article 5 have been transferred in accordance with
      Section 5.9 hereof.




(d)  “ Person ”
shall
      mean any person, individual, corporation, limited liability company,
      partnership, trust or other nongovernmental entity or any governmental agency,
      court, authority or other body (whether foreign, federal, state, local or
      otherwise).




(e)  The
      terms
“ register ,”
      “ registered ”
and
      “ registration ”
refer
      to the registration effected by preparing and filing a registration statement
      in
      compliance with the Securities Act, and the declaration or ordering of the
      effectiveness of such registration statement.




(f)  “ Registrable
      Securities ”
shall
      mean the Conversion Shares and Warrant Shares and any shares of Common Stock
      issued as a dividend or distribution with respect to or in replacement of the
      Common Stock issued, directly or indirectly, in connection with this Offering; provided , however ,
      that
      securities shall only be treated as Registrable Securities if and only for
      so
      long as they (i) have not been sold (A) pursuant to a registration statement;
      (B) to or through a broker, dealer or underwriter in a public distribution
      or a
      public securities transaction; and/or (C) in a transaction exempt from the
      registration and prospectus delivery requirements of the Securities Act under
      Section 4(1) thereof so that all transfer restrictions and restrictive legends
      with respect thereto, if any, are removed upon the consummation of such sale;
      (ii) are not held by a Holder or a permitted transferee; and (iii) are not
      eligible for sale pursuant to Rule 144(k) (or any successor thereto) under
      the
      Securities Act.




(g)  “ Registration
      Expenses ”
shall
      mean all expenses incurred by the Company in complying with Section 5.2 hereof,
      including, without limitation, all registration, qualification and filing fees,
      printing expenses, escrow fees, fees and expenses of counsel for the Company,
      blue sky fees and expenses and the expense of any special audits incident to
      or
      required by any such registration (but excluding the fees of legal counsel
      for
      any Holder).




(h)  “ Selling
      Expenses ”
shall
      mean all underwriting discounts and selling commissions applicable to the sale
      of Registrable Securities and, except to the extent set forth in the definition
      of Registration Expenses, all fees and expenses of legal counsel for any
      Holder.


17


(i)  “ Subsidiary ”
shall
      mean, with respect to any Person, any other Person of which more than fifty
      percent (50%) of the shares of stock or other interests entitled to vote in
      the
      election of directors or comparable Persons performing similar functions
      (excluding shares or other interests entitled to vote only upon the failure
      to
      pay dividends thereon or other contingencies) are at the time owned or
      controlled, directly or indirectly through one or more Subsidiaries, by such
      Person.




5.2  Registration
      Statement .
      Subject
      to the terms, conditions and limitations set forth herein, the Company will
      use
      its reasonable best efforts to (a) file a registration statement with the SEC
      on
      the appropriate form (the “Registration Statement”) within 45 days following the
      final Closing Date of the Offering (the “Filing Date”) to allow the resale of
      the Registrable Securities under the Securities Act, and use its reasonable
      best
      efforts to have such Registration Statement declared effective by the SEC prior
      to the date which is 120 days after the Filing Date (the “Registration Effective
      Date”); and (b) cause such Registration Statement to remain effective (the
“Registration Period”) until the earlier of (i) the date on which such
      Registrable Securities are eligible for resale under Rule 144 of the Securities
      Act; or (ii) such time as all Securities held by the Subscriber and registered
      under the Registration Statement have been sold. To the extent permissible,
      such
      Registration Statement also shall include, or subsequently be amended to
      include, to the extent allowable under the Securities Act and the rules
      promulgated thereunder (including Rule 416 under the Securities Act), such
      indeterminate number of additional shares of Common Stock resulting from stock
      splits, stock dividends or similar transactions with respect to the Registrable
      Securities. In the event (x) the Company has not filed the Registration
      Statement by the Filing Date, or (y) such Registration Statement has not been
      declared effective by the Registration Effective Date, then in either case
      the
      Company shall make compensatory payments to the Holder in an amount equal to
      one
      percent (1%) of the Aggregate Purchase Price paid by the Subscriber for each
      monthly period (or prorated portion thereof) in which the Company is in default
      of its obligations under this Section 5.2. Notwithstanding anything to the
      contrary contained herein, in no event shall the Company be obligated to pay
      such liquidated damages to any holder of Registrable Securities to the extent
      such holder can transfer the Securities without volume restrictions under Rule
      144.




5.3  Registration
      Expenses .
      All
      Registration Expenses incurred in connection with any registration,
      qualification, exemption or compliance pursuant to Section 5.2 shall be borne
      by
      the Company. All Selling Expenses relating to the sale of securities registered
      by or on behalf of Holders shall be borne by such Holders.




5.4  Obligations
      of Company .
      In the
      case of the registration, qualification, exemption or compliance effected by
      the
      Company pursuant to this Agreement, the Company shall, upon reasonable request,
      inform each Holder as to the status of such registration, qualification,
      exemption and compliance. At its expense the Company shall:




(a)  use
      commercially reasonable efforts to keep such registration, and any
      qualification, exemption or compliance under state or federal securities laws
      which the Company determines to obtain, continuously effective until the
      termination of the Registration Period;




(b)  advise
      the Holders as soon as practicable:


18


(i)  when
      the
      Registration Statement or any amendment thereto has been filed with the SEC
      and
      when the Registration Statement or any post-effective amendment thereto has
      become effective;





(ii)  of
      any
      request by the SEC for amendments or supplements to the Registration Statement
      or the prospectus included therein or for additional information;





(iii)  of
      the
      issuance by the SEC of any stop order suspending the effectiveness of the
      Registration Statement or the initiation of any proceedings for such
      purpose;





(iv)  of
      the
      receipt by the Company of any notification with respect to the suspension of
      the
      qualification of the Registrable Securities included therein for sale in any
      jurisdiction or the initiation or threatening of any proceeding for such
      purpose; and





(v)  of
      the
      happening of any event that requires the making of any changes in the
      Registration Statement or the prospectus so that, as of such date, the
      statements therein are not misleading and do not omit to state a material fact
      required to be stated therein or necessary to make the statements therein (in
      the case of the prospectus, in the light of the circumstances under which they
      were made) not misleading (which notice will be accompanied by an instruction
      to
      suspend the use of the prospectus until such changes have been
      made);





(c)  make
      every reasonable effort to obtain the withdrawal of any order suspending the
      effectiveness of any Registration Statement at the earliest possible
      time;




(d)  furnish
      to each Holder, without charge, at least one copy of such Registration Statement
      and any post-effective amendment thereto, including financial statements and
      schedules, and, if the Holder so requests in writing, all exhibits (including
      those incorporated by reference) in the form filed with the SEC;




(e)  during
      the Registration Period, deliver to each Holder, without charge, as many copies
      of the prospectus included in such Registration Statement and any amendment
      or
      supplement thereto as such Holder may reasonably request; and the Company
      consents to the use, consistent with the provisions hereof, of the prospectus
      or
      any amendment or supplement thereto by each of the selling Holders of
      Registrable Securities in connection with the offering and sale of the
      Registrable Securities covered by the prospectus or any amendment or supplement
      thereto.




(f)  prior
      to
      any public offering of Registrable Securities pursuant to the Registration
      Statement, register or qualify or obtain an exemption for offer and sale under
      the securities or blue sky laws of such jurisdictions as any such Holders
      reasonably request in writing, provided that the Company shall not for any
      such
      purpose be required to qualify generally to transact business as a foreign
      corporation in any jurisdiction where it is not so qualified or to consent
      to
      general service of process in any such jurisdiction, and do any and all other
      acts or things reasonably necessary or advisable to enable the offer and sale
      in
      such jurisdictions of the Registrable Securities covered by such Registration
      Statement in the sole discretion of the Company;


19


(g)  to
      the
      extent permitted under applicable rules and regulations promulgated under the
      Securities Act, cooperate with the Holders to facilitate the timely preparation
      and delivery of certificates representing Registrable Securities to be sold
      pursuant to any Registration Statement free of any restrictive legends to the
      extent not required at such time and in such denominations and registered in
      such names as Holders may request at least five (5) Business Days prior to
      sales
      of Registrable Securities pursuant to such Registration Statement;




(h)  upon
      the
      occurrence of any event contemplated by Section 5.4(b)(v) above, the Company
      shall promptly prepare a post-effective amendment to the Registration Statement
      or a supplement to the related prospectus, or file any other required document
      so that, as thereafter promptly delivered to purchasers of the Registrable
      Securities included therein, the prospectus will not include any untrue
      statement of a material fact or omit to state any material fact necessary to
      make the statements therein, in the light of the circumstances under which
      they
      were made, not misleading; and




(i)  use
      commercially reasonable efforts to comply with all applicable rules and
      regulations of the SEC, and use commercially reasonable efforts to make
      generally available to its security holders not later than 45 days (or 90 days
      if the fiscal quarter is the fourth fiscal quarter) after the end of its fiscal
      quarter in which the first anniversary date of the effective date of the
      Registration Statement occurs, an earnings statement satisfying the provisions
      of Section 11(a) of the Securities Act.




Notwithstanding
      the foregoing, it shall be a condition precedent to the obligations of the
      Company to take any action pursuant to paragraphs (a) through (i) of this
      Section 5.4, that the Holder shall furnish to the Company such information
      regarding itself, the Securities to be sold by the Holder and the intended
      method of disposition of such Securities as shall be required to effect the
      registration of the Securities, all of which information shall be furnished
      to
      the Company in writing specifically for use in the Registration
      Statement.





5.5  Interference
      with Registration .
      The
      Holders shall have no right to take any action to restrain, enjoin or otherwise
      delay any registration pursuant to Section 5.2 hereof as a result of any
      controversy that may arise with respect to the interpretation or implementation
      of this Agreement.




20


5.6  Indemnification .




(a)  To
      the
      extent permitted by law, the Company shall indemnify each Holder with respect
      to
      which any registration, qualification or compliance has been effected pursuant
      to this Agreement, against all claims, losses, damages and liabilities (or
      actions in respect thereof), including any of the foregoing incurred in
      settlement of any litigation, commenced or threatened (subject to Section 5.6(c)
      below), arising out of or based on any untrue statement (or alleged untrue
      statement) of a material fact contained in the Registration Statement, or any
      amendment or supplement thereof, incident to any such registration,
      qualification or compliance, or based on any omission (or alleged omission)
      to
      state therein a material fact required to be stated therein or necessary to
      make
      the statements therein not misleading, in light of the circumstances in which
      they were made, or (ii) any violation or alleged violation by the Company of
      the
      Securities Act, the Exchange Act, or any rule or regulation promulgated under
      the Securities Act, or the Exchange Act, and will reimburse each Holder for
      reasonable legal and other expenses reasonably incurred in connection with
      investigating or defending any such claim, loss, damage, liability or action
      as
      incurred; provided ,
      that
      the Company will not be liable in any such case to the extent that any such
      claim, loss, damage, liability or action arises out of, relates to or is based
      upon: (i) any untrue statement or omission or allegation thereof is made in
      reliance upon and in conformity with written information furnished to the
      Company by or on behalf of such Holder and stated to be specifically for use
      in
      preparation of such Registration Statement, prospectus or offering circular;
      or
      (ii) the failure of the Holder to comply with the covenants and agreements
      contained in this Agreement respecting sales of Registrable Securities.
      Notwithstanding the foregoing, the Company will not be liable in any such case
      where the claim, loss, damage, liability or actions arises out of or is related
      to the failure of the Holder to comply with the covenants and agreements
      contained in this Agreement respecting sales of Registrable Securities, and
      except that the foregoing indemnity agreement is subject to the condition that,
      insofar as it relates primarily to any such untrue statement or alleged untrue
      statement or omission or alleged omission made in the preliminary prospectus
      but
      eliminated or remedied in the amended prospectus on file with the SEC at the
      time the Registration Statement becomes effective or in the amended prospectus
      filed with the Commission pursuant to Rule 424(b) or in the prospectus subject
      to completion under Rule 434 promulgated under the Securities Act, which
      together meet the requirements of Section 10(a) of the Securities Act (the
      “Final Prospectus”), such indemnity agreement shall not inure to the benefit of
      any such Holder, any such underwriter or any such controlling Person, if a
      copy
      of the Final Prospectus furnished by the Company to the Holder for delivery
      was
      not furnished by the Holder to the Person or entity asserting the loss,
      liability, claim, damage or at or prior to the time such furnishing is required
      by the Securities Act and the Final Prospectus would have cured the defect
      giving rise to such loss, liability, claim, damage or action.




(b)  Each
      Holder will severally, if Registrable Securities held by such Holder are
      included in the securities as to which such registration, qualification or
      compliance is being effected, indemnify the Company, each of its directors
      and
      officers, each underwriter of the Registrable Securities and each Person who
      controls the Company within the meaning of Section 15 of the Securities Act,
      against all claims, losses, damages and liabilities (or actions in respect
      thereof), including any of the foregoing incurred in settlement of any
      litigation, commenced or threatened (subject to Section 5.6(c) below), arising
      out of or based on any untrue statement (or alleged untrue statement) of a
      material fact contained in any registration statement, prospectus or offering
      circular, or any amendment or supplement thereof, incident to any such
      registration, qualification or compliance, or based on any omission (or alleged
      omission) to state therein a material fact required to be stated therein or
      necessary to make the statements therein not misleading, in light of the
      circumstances in which they were made, and will reimburse the Company, such
      directors and officers, each underwriter of the Registrable Securities and
      each
      Person controlling the Company for reasonable legal and any other expenses
      reasonably incurred in connection with investigating or defending any such
      claim, loss, damage, liability or action as incurred, in each case to the
      extent, but only to the extent, that such untrue statement or omission or
      allegation thereof is made in reliance upon and in conformity with written
      information furnished to the Company by or on behalf of the Holder and stated
      to
      be specifically for use in preparation of such registration statement,
      prospectus or offering circular. Notwithstanding the foregoing, in no event
      shall a Holder be liable for any such claims, losses, damages or liabilities
      in
      excess of the net proceeds received by such Holder in the offering, except
      in
      the event of fraud or intentional misrepresentation by such
      Holder.


21


(c)  Each
      party entitled to indemnification under this Section 5.6 (the “Indemnified
      Party”) shall give notice to the party required to provide indemnification (the
“Indemnifying Party”) promptly after such Indemnified Party has actual knowledge
      of any claim as to which indemnity may be sought, and shall permit the
      Indemnifying Party to assume the defense of any such claim or any litigation
      resulting therefrom, provided that counsel for the Indemnifying Party, who
      shall
      conduct the defense of such claim or litigation, shall be approved by the
      Indemnified Party (whose approval shall not unreasonably be withheld), and
      the
      Indemnified Party may participate in such defense at such Indemnified Party’s
      expense, and provided further that the failure of any Indemnified Party to
      give
      notice as provided herein shall not relieve the Indemnifying Party of its
      obligations under this Agreement, unless such failure is materially prejudicial
      to the Indemnifying Party in defending such claim or litigation. An Indemnifying
      Party shall not be liable for any settlement of an action or claim effected
      without its written consent (which consent will not be unreasonably
      withheld).




(d)  If
      the
      indemnification provided for in this Section 5.6 is held by a court of competent
      jurisdiction to be unavailable to an Indemnified Party with respect to any
      loss,
      liability, claim, damage or expense referred to therein, then the Indemnifying
      Party, in lieu of indemnifying such Indemnified Party thereunder, shall
      contribute to the amount paid or payable by such Indemnified Party as a result
      of such loss, liability, claim, damage or expense in such proportion as is
      appropriate to reflect the relative fault of the Indemnifying Party on the
      one
      hand and of the Indemnified Party on the other in connection with the statements
      or omissions which resulted in such loss, liability, claim, damage or expense
      as
      well as any other relevant equitable considerations. The relative fault of
      the
      Indemnifying Party and of the Indemnified Party shall be determined by reference
      to, among other things, whether the untrue or alleged untrue statement of a
      material fact or the omission to state a material fact relates to information
      supplied by the Indemnifying Party or by the Indemnified Party and the parties’
relative intent, knowledge, access to information and opportunity to correct
      or
      prevent such statement or omission. The Company and the Holders agree that
      it
      would not be just and equitable if contribution pursuant to this Section 5.6(d)
      was based solely upon the number of entities from whom contribution was
      requested or by any other method of allocation which does not take account
      of
      the equitable considerations referred to above in this Section 5.6(d). The
      amount paid or payable by an Indemnified Party as a result of the losses,
      claims, damages and liabilities (or actions in respect thereof) referred to
      above in this Section 5.6(d) shall be deemed to include any legal or other
      expenses reasonably incurred by such Indemnified Party in connection with
      investigating or defending any such action or claim, subject to the provisions
      of Section 5.6(d) hereof. The parties agree that it would not be just and
      equitable if contributions pursuant to this Section 5.6 were determined by
      pro
      rata allocation or by any other method of allocation which does not take account
      of the equitable considerations as set forth in this Section 5.6.
      Notwithstanding the provisions of this Section 5.6(d), in no event shall a
      Holder be required to contribute any amount or make any other payments under
      this Agreement which in the aggregate exceed the net proceeds received by such
      Holder from the sale of Registrable Securities covered by such Registration
      Statement. No Person guilty of fraudulent misrepresentation (within the meaning
      of the Securities Act) shall be entitled to contribution from any Person who
      was
      not guilty of such fraudulent misrepresentation.


22


5.7  Obligations
      of Holder .




(a)  Each
      Holder agrees that, upon receipt of any notice from the Company of (i) the
      need
      for an amendment or supplement to the Registration Statement or the prospectus
      forming a part thereof, (ii) that the Board of Directors has determined in
      good
      faith that offers and sales pursuant to the prospectus forming part of the
      Registration Statement should not be made by reason of the presence of material
      undisclosed circumstances or developments with respect to which the disclosure
      that would be required in the Registration Statement would be premature or
      would
      have a Material Adverse Effect or (iii) in connection with a primary
      underwritten offering of equity securities of the Company, each Holder will
      forthwith discontinue disposition of Registrable Securities pursuant to the
      Registration Statement contemplated by Section 5.2 until its receipt of copies
      of the supplemented or amended prospectus from the Company or confirmation
      of
      the filing of such report with the SEC by the Company, any such prospectus
      to be
      forwarded promptly to the Holder by the Company, and, if so directed by the
      Company, each Holder shall deliver to the Company all copies, other than
      permanent file copies then in such Holder’s possession, of the prospectus
      covering such Registrable Securities current at the time of receipt of such
      notice; provided ,
      that
      the Company, may suspend the disposition of Registrable Securities pursuant
      to
      the Registration Statement pursuant to clause (ii) above not more than one
      time
      (not to exceed 30 days) during any three month period, nor more than two times
      (not to exceed 30 days each) in any twelve-month period.




(b)  As
      a
      condition to the inclusion of its Registrable Securities, each Holder shall
      furnish to the Company such information regarding such Holder and the
      distribution proposed by such Holder as the Company may reasonably request
      in
      writing or as shall be required in connection with any registration,
      qualification or compliance referred to in this Article 5, including the
      information required by the Registration Questionnaire attached hereto as Appendix
      A .




(c)  Each
      Holder hereby covenants with the Company not to make any sale of the Registrable
      Securities without effectively causing the prospectus delivery requirements
      under the Securities Act to be satisfied.




(d)  Each
      Holder acknowledges and agrees that the Registrable Securities sold pursuant
      to
      the Registration Statement described in this Section are not transferable on
      the
      books of the Company unless the stock certificate submitted to the transfer
      agent evidencing such Registrable Securities is accompanied by a certificate
      reasonably satisfactory to the Company to the effect that (i) the
      Registrable Securities have been sold in accordance with such Registration
      Statement and (ii) the requirement of delivering a current prospectus has
      been satisfied.




(e)  Each
      Holder agrees not to take any action with respect to any distribution deemed
      to
      be made pursuant to such registration statement which would constitute a
      violation of Regulation M under the Exchange Act or any other applicable rule,
      regulation or law.


23


(f)  At
      the
      end of the period during which the Company is obligated to keep the Registration
      Statement current and effective as described above, the Holders of Registrable
      Securities included in the Registration Statement shall discontinue sales of
      shares pursuant to such Registration Statement upon receipt of notice from
      the
      Company of its intention to remove from registration the shares covered by
      such
      Registration Statement which remain unsold, and such Holders shall notify the
      Company of the number of shares registered which remain unsold immediately
      upon
      receipt of such notice from the Company.




5.8  Company
      Covenants Regarding Permitted Sales .
      With a
      view to making available to the Holders the benefits of certain rules and
      regulations of the SEC which at any time permit the sale of the Registrable
      Securities to the public without registration, the Company shall use
      commercially reasonable efforts to:




(a)  make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144 under the Securities Act, at all times;




(b)  file
      with
      the SEC in a timely manner all reports and other documents required of the
      Company under the Exchange Act; and




(c)  so
      long
      as a Holder owns any unregistered Registrable Securities, furnish to such
      Holder, upon any reasonable request, a written statement by the Company as
      to
      its compliance with Rule 144 under the Securities Act, and of the Exchange
      Act, a copy of the most recent annual or quarterly report of the Company, and
      such other reports and documents of the Company as such Holder may reasonably
      request in availing itself of any rule or regulation of the SEC allowing a
      Holder to sell any such securities without registration.




5.9  Assignment .
      The
      right to cause the Company to register Registrable Securities granted to the
      Holders by the Company under Section 5.2 may be assigned in full by a
      Holder in connection with a transfer by such Holder of its Registrable
      Securities, but only if: (i) such transfer may otherwise be effected in
      accordance with applicable securities laws; (ii) such Holder gives prior written
      notice of the proposed transfer to the Company including the name and address
      of
      such transferee and a copy of the transfer documents and agreements; (iii)
      such
      transferee agrees in writing with the Company to be bound by and comply with
      the
      terms and provisions of this Agreement; (iv) the transferee is an “accredited
      investor” as that term is defined in Rule 501 of Regulation D; and (v) such
      transfer is otherwise in compliance with this Agreement. Except as specifically
      permitted by this Section 5.9, the rights of a Holder with respect to
      Registrable Securities as set out herein shall not be transferable to any other
      Person, the Company may impose stop transfer orders with respect to any such
      transfer or attempted transfer, and any such transfer or attempted transfer
      shall be null and void.




5.10  Listing .
      The
      Company shall use commercially reasonable efforts to cause all Registrable
      Securities covered by a Registration Statement to be listed on each securities
      exchange, interdealer quotation system or other market on which similar
      securities issued by the Company are then listed.




5.11  Waiver;
      Amendment .
      With
      the written consent of the Company and the Holders holding at least a majority
      of the Registrable Securities that are then outstanding, any provision of this
      Article 5 may be waived (either generally or in a particular instance, either
      retroactively or prospectively and either for a specified period of time or
      indefinitely) or amended. Upon the effectuation of each such waiver or
      amendment, the Company shall promptly give written notice thereof to the
      Holders, if any, who have not previously received notice thereof or consented
      thereto in writing.


24


5.12  Rule
      415 .
      Each
      Holder understands, acknowledges and agrees that the SEC’s interpretation of SEC
      Rule 415 may limit the number of Registrable Securities we may include in the
      Registration Statement and hereby agrees that the Company may cutback the number
      of Registrable Securities proposed to be included in the Registration Statement
      to the extent the Company deems it necessary to comply with SEC Rule 415. Each
      Holder also understands, acknowledges and agrees that to the extent the Company
      may cutback the number of the Holder’s Registrable Securities included in the
      Registration Statement, the Holder releases the Company from any compensatory
      payments as set forth in Section 5.2.




6.
            MISCELLANEOUS.




6.1  Termination .
      The
      Company reserves the right to reject the subscription made hereby in its sole
      discretion. Unless terminated earlier in the Placement Agent’s or the Company’s
      sole discretion, the Offering will expire on March 14, 2008, (as such date
      may
      be extended by agreement of the Placement and the Company in their sole
      discretion without notice to the Subscribers for an additional 60 days (the
      “Termination Date”), if the conditions to closing set forth in Article 4 have
      not been satisfied or waived by such time.




6.2  Separate
      Agreements .
      The
      Company’s agreement with each Subscriber is a separate agreement and each sale
      of the Securities to each Subscriber is a separate sale.




6.3  Notices .
      All
      notices, requests and other communications under this Agreement shall be in
      writing, and shall be sufficiently given if delivered to the addressees in
      person or by recognized overnight courier, mailed by certified or registered
      mail, return receipt requested, or by facsimile or e-mail transmission, as
      follows:




If
                to the Company:
            VioQuest
                Pharmaceuticals, Inc.180
                Mount Airy Road, Suite 102Basking
                Ridge, New Jersey 07920Facsimile:
                (908)766-4455Attn:
                Chief Financial OfficerEmail:
                brian.lenz@vioquestpharm.comWith
                a copy to:
            Maslon
                Edelman Borman & Brand, LLP3300
                Wells Fargo Center90
                South 7th StreetMinneapolis,
                Minnesota 55402Facsimile:
                (612) 642-8343Attn:
                Christopher J. Melsha, Esq.Email:
                chris.melsha@maslon.com


25


If
      to a
      Subscriber, at such address as such Subscriber shall have provided in writing
      to
      the Company or such other addresses as such Subscriber furnishes by notice
      given
      in accordance with this Section 6.3 or
      such
      other address as may be designated in writing hereafter, in the same manner,
      by
      such Person.





6.4  Modification;
      Amendment .
      Except
      as provided in Section 5.11 above, this Agreement shall not be changed, modified
      or amended except by a writing signed by the parties to be charged, and this
      Agreement may not be discharged except by performance in accordance with its
      terms or by a writing signed by the party to be charged.




6.5  Binding
      Effect .
      Subject
      to the provisions of Section 5.9, this Agreement shall be binding upon and
      inure
      to the benefit of the parties hereto and to their respective heirs, legal
      representatives, successors and assigns. This Agreement sets forth the entire
      agreement and understanding between the parties as to the subject matter hereof
      and merges and supersedes all prior discussions, agreements and understandings
      of any and every nature among them.




6.6  Obligation
      of Subscriber Upon Execution and Delivery .
      Upon
      the execution and delivery of this Agreement by the Subscriber, this Agreement
      shall become a binding obligation of the Subscriber with respect to the purchase
      of the Securities as herein provided; subject, however, to the right hereby
      reserved to the Company to reject this subscription in accordance with Section
      2.16, enter into the same agreements with other subscribers and to add and/or
      delete other Persons as subscribers.




6.7  Governing
      Law .
      Notwithstanding the place where this Agreement may be executed by any of the
      parties hereto, the parties expressly agree that all the terms and provisions
      hereof shall be construed in accordance with and governed by the laws of the
      State of New York without regard to principles of conflicts of law.




6.8  Severability .
      The
      holding of any provision of this Agreement to be invalid or unenforceable by
      a
      court of competent jurisdiction shall not affect any other provision of this
      Agreement, which shall remain in full force and effect. If any provision of
      this
      Agreement shall be declared by a court of competent jurisdiction to be invalid,
      illegal or incapable of being enforced in whole or in part, such provision
      shall
      be interpreted so as to remain enforceable to the maximum extent permissible
      consistent with applicable law and the remaining conditions and provisions
      or
      portions thereof shall nevertheless remain in full force and effect and
      enforceable to the extent they are valid, legal and enforceable, and no
      provisions shall be deemed dependent upon any other covenant or provision unless
      so expressed herein.




6.9  Waiver .
      It is
      agreed that a waiver by either party of a breach of any provision of this
      Agreement shall not operate, or be construed, as a waiver of any subsequent
      breach by that same party.




6.10  Further
      Assurances .
      The
      parties agree to execute and deliver all such further documents, agreements
      and
      instruments and take such other and further action as may be necessary or
      appropriate to carry out the purposes and intent of this
      Agreement.


26


6.11  Counterparts .
      This
      Agreement may be executed in two or more counterparts each of which shall be
      deemed an original, but all of which shall together constitute one and the
      same
      instrument.




6.12  Public
      Statements; Confidentiality .




(a)  The
      Subscriber agrees not to issue any public statement with respect to the
      Subscriber’s investment or proposed investment in the Company or the terms of
      any agreement or covenant between them and the Company without the Company’s
      prior written consent, except such disclosures as may be required under
      applicable law or under any applicable order, rule or regulation.




(b)  The
      Company agrees not to disclose the names, addresses or any other information
      about the Subscriber, except as required by law or court order and to satisfy
      its obligations under Article 5.




6.13  Brokers .
      The
      Subscriber represents and warrants that it has not engaged, consented to nor
      authorized any broker, finder or intermediary to act on its behalf, directly
      or
      indirectly, as a broker, finder or intermediary in connection with the
      transactions contemplated by this Agreement (other than the Placement Agent).
      The Subscriber hereby agrees to indemnify and hold harmless the Company from
      and
      against all fees, commissions or other payments owing to any such Person (other
      than the Placement Agent) acting on behalf of the Subscriber
      hereunder.




6.14  Complete
      Agreement .
      This
      Agreement (including all exhibits, schedules and amendments hereto) (i)
      constitutes the entire Agreement and understandings of the parties hereto and
      supersedes all prior agreements and understandings, both written and oral,
      between the parties hereto with respect to the subject matter hereof and (ii)
      is
      not intended to confer upon any other Person other than the parties hereto
      any
      rights or remedies hereunder (except for the holders of Registrable Shares
      as
      set forth in Article 5).





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27





7.
            CONFIDENTIAL
                INVESTOR QUESTIONNAIRE.





7.1  The
      Subscriber represents and warrants that he, she or it comes within one category
      marked below, and that for any category marked, he, she or it has truthfully
      set
      forth, where applicable, the factual basis or reason the Subscriber comes within
      that category. ALL INFORMATION IN RESPONSE TO THIS SECTION WILL BE KEPT STRICTLY
      CONFIDENTIAL except as otherwise required by law or as necessary for inclusion
      in the Registration Statement. The undersigned agrees to furnish any additional
      information which the Company deems necessary in order to verify the answers
      set
      forth below.





Category
                A ____
            The
                undersigned is an individual (not a partnership, corporation, etc.)
                whose
                individual net worth, or joint net worth with his or her spouse,
                presently
                exceeds $1,000,000.*Explanation:
                In calculating net worth you may include equity in personal property
                and
                real estate, including your principal residence, cash, short-term
                investments, stock and securities. Equity in personal property and
                real
                estate should be based on the fair market value of such property
                less debt
                secured by such property.***Category
                B ____
            The
                undersigned is an individual (not a partnership, corporation, etc.)
                who
                had an income in excess of $200,000 in each of the two most recent
                years,
                or joint income with his or her spouse in excess of $300,000 in each
                of
                those years (in each case including foreign income, tax exempt income
                and
                full amount of capital gains and losses but excluding any income
                of other
                family members and any unrealized capital appreciation) and has a
                reasonable expectation of reaching the same income level in the current
                year.Category
                C ____
            The
                undersigned is a director or executive officer of the Company which
                is
                issuing and selling the Securities.Category
                D ____
            The
                undersigned is a bank; a savings and loan association; insurance
                company;
                registered investment company; registered business development company;
                licensed small business investment company (“SBIC”); or employee benefit
                plan within the meaning of Title 1 of ERISA and (a) the investment
                decision is made by a plan fiduciary which is either a bank, savings
                and
                loan association, insurance company or registered investment advisor,
                or
                (b) the plan has total assets in excess of $5,000,000 or (c) is a
                self
                directed plan with investment decisions made solely by persons that
                are
                accredited investors. (describe entity)


28




Category
                E ____
            The
                undersigned is a private business development company as defined
                in
                section 202(a)(22) of the Investment Advisors Act of 1940. (describe
                entity)Category
                F ____
            The
                undersigned is either a corporation, partnership, Massachusetts business
                trust, or non-profit organization within the meaning of Section 501(c)(3)
                of the Internal Revenue Code, in each case not formed for the specific
                purpose of acquiring the Securities and with total assets in excess
                of
                $5,000,000. (describe entity)Category
                G ____
            The
                undersigned is a trust with total assets in excess of $5,000,000,
                not
                formed for the specific purpose of acquiring the Securities, where
                the
                purchase is directed by a “sophisticated investor“ as defined in
                Regulation 506(b)(2)(ii) under the Securities Act.Category
                H ____
            The
                undersigned is an entity (other than a trust) in which all of the
                equity
                owners are “accredited investors” within one or more of the above
                categories. If relying upon this Category alone, each equity owner
                must
                complete a separate copy of this Agreement. (describe
                entity)Category
                I ____
            The
                undersigned is not within any of the categories above and is therefore
                not
                an accredited investor.





The
      undersigned agrees that the undersigned will notify the Company at any time
      on
      or prior to the Closing Date in the event that the representations and
      warranties in this Agreement shall cease to be true, accurate and
      complete.





7.2  SUITABILITY (please
      answer each question)





(a)
      For
      an individual Subscriber, please describe your current employment, including
      the
      company by which you are employed and its principal business:





29




(b)
      For
      an individual Subscriber, please describe any college or graduate degrees held
      by you:










(c)
      For
      all Subscribers, please state whether you have you participated in other private
      placements before:





YES_______
            NO_______





(d)
      If
      your answer to question (d) above was “YES”, please indicate frequency of such
      prior participation in private
      placements of:





Public
            
            Private
            
            Public
                or PrivateCompanies
            
            Companies
            
            Biopharmaceutical CompaniesFrequently
            
            __________
            
            __________
            
            __________Occasionally
            
            __________
            
            __________
            
            __________Never
            
            __________
            
            __________
            
            __________




(e)
      For
      individual Subscribers, do you expect your current level of income to
      significantly decrease in the foreseeable future:





YES_______
            NO_______





(f)
      For
      trust, corporate, partnership and other institutional Subscribers, do you expect
      your total assets to significantly decrease in the foreseeable future:





YES_______
            NO_______





(g)
      For
      all Subscribers, do you have any other investments or contingent liabilities
      which you reasonably anticipate could cause you to need sudden cash requirements
      in excess of cash readily available to you:





YES_______
            NO_______





(h)
      For
      all Subscribers, are you familiar with the risk aspects and the non-liquidity
      of
      investments such as the Securities for which you seek to subscribe?





YES_______
            NO_______





(d)  For
      all
      Subscribers, do you understand that there is no guarantee of financial return
      on
      this investment, that an investment in the Securities is highly speculative
      and
      risky and that you run the risk of losing your entire investment?





YES_______
            NO_______


30





(j)  For
      all
      Subscribers, will you have sufficient readily available cash to fund your
      obligation to purchase the Securities at the Closing pursuant to your
      subscription if and when the Closing occurs?





YES_______
            NO_______





7.3  MANNER
      IN WHICH TITLE IS TO BE HELD .
      (circle
      one)





(a) Individual
      Ownership


(b) Community
      Property


(c) Joint
      Tenant with Right of


Survivorship
      (both parties must
      sign)


(d) Partnership*


(e) Tenants
      in Common


(f) Corporation*


(g) Trust*


(h) Limited
      Liability Company*


(i) Other





*If
      Shares are being subscribed for by an entity, the attached Certificate of
      Signatory must also be completed.





7.4  FINRA
      AFFILIATION .





Are
      you
      affiliated or associated with an FINRA member firm (please check
      one):





Yes
                _________
            No
                __________





If
      Yes,
      please describe:


___________________________________________________________________________________________________________________________________________________________________________





*If
      Subscriber is a Registered Representative with an FINRA member firm, have the
      following acknowledgment signed by the appropriate party:


31


The
      undersigned FINRA member firm acknowledges receipt of the notice required by
      NASD Rule 3050.





Name
                of FINRA Member FirmBy:Authorized
                OfficerDate:





7.5  The
      undersigned is informed of the significance to the Company of the foregoing
      representations and answers contained in the Confidential Investor Questionnaire
      contained in this Section 7 and such answers have been provided under the
      assumption that the Company will rely on them.





**[REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK**


**SIGNATURE
      PAGE TO FOLLOW]**


32


**[Signature
      Page]**





**$_____________________
      / Purchase Price = ______________________ Shares**





Signature
            
            Signature
                (if purchasing jointly)Name
                Typed or Printed
            
            Name
                Typed or PrintedEntity
                Name
            
            Entity
                NameAddress
            
            AddressCity,
                State and Zip Code
            
            City,
                State and Zip CodeTelephone-Business
            
            Telephone-BusinessTelephone-Residence
            
            Telephone-ResidenceFacsimile-Business
            
            Facsimile-BusinessFacsimile-Residence
            
            Facsimile-ResidenceEmail
                Address
            
            Email
                AddressTax
                ID # or Social Security #
            
            Tax
                ID # or Social Security #Name
                in which shares should be issued:





Dated:
            __________________,
                2008





**INVESTORS:**
            **PLEASE
                COMPLETE THE REGISTRATION QUESTIONNAIRE ATTACHED HERETO AS APPENDIX
                A.**








This
      Subscription Agreement is agreed to and accepted by the Company as of
      _____________, 2008.





VIOQUEST
                PHARMACEUTICALS, INC.By:Name:
            Brian
                LenzTitle:
            Chief
                Financial Officer


34





**CERTIFICATE
      OF SIGNATORY**





(To
      be
      completed if Securities are


being
      subscribed for by an entity)





I,____________________________,
      am the____________________________ of __________________________________________
      (the “Entity”).





I
      certify
      that I am empowered and duly authorized by the Entity to execute and carry
      out
      the terms of the Subscription Agreement and to purchase and hold the Securities,
      and certify further that the Subscription Agreement has been duly and validly
      executed on behalf of the Entity and constitutes a legal and binding obligation
      of the Entity.





IN
      WITNESS WHEREOF, I have set my hand this ______ day of _________________,
      2008.





(Signature)





APPENDIX
      A





**VioQuest
      Pharmaceuticals, Inc.**





**REGISTRATION
      QUESTIONNAIRE**


**FOR**


**SELLING
      STOCKHOLDERS**





**Name:
      ________________________________**


(Please
      Print)





This
      questionnaire is intended to provide information for a registration statement
      (the “Registration Statement”) to be filed by VioQuest Pharmaceuticals, Inc.
      (the “Company”) covering the resale of the Shares and Warrant Shares acquired by
      you as contemplated by the accompanying Subscription Agreement. Please complete
      (attaching separate sheets if additional space is needed), date and sign this
      questionnaire and return it together with your completed subscription agreement.





PLEASE
      ANSWER EVERY QUESTION. If a question is inapplicable to you, please so state
      by
      inserting “N/A.” If you are in doubt whether a particular question requires an
      affirmative response from you, please furnish full particulars so that those
      persons responsible for preparing the Registration Statement and Prospectus
      can
      determine whether any disclosure based on your answer is required. Information
      requested in this questionnaire is as of the date you complete the
      questionnaire, unless otherwise indicated. Your furnishing such information
      does
      not necessarily mean that such information will be disclosed.





**DEFINITIONS**





Your
      answers to this questionnaire should be made upon the basis of the following
      definitions of terms used in this questionnaire:





The
      term
“ **beneficial
      owner** ”
of
      a
      security includes any Person who, directly or indirectly, through any contract,
      arrangement, understanding, relationship or otherwise has or shares
      (1) voting
      power ,
      which
      includes the power to vote, or direct the voting of, such security or
      (2) investment
      power ,
      which
      includes the power to dispose or direct the disposition of such security. A
      Person may be regarded as having voting power of a security which is owned
      (i)
      by his spouse or minor children or by any of his relatives or his spouse’s
      relatives who share the same home with him, (ii) a partnership of
      which he is a partner or (iii) a corporation of which he is a substantial
      shareholder. A Person is also deemed to be the beneficial owner of shares which
      that Person has the right to acquire within 60 days, including but not limited
      to any right to acquire through the exercise of an option, through conversion
      of
      a security, pursuant to the power to revoke a trust or pursuant to the automatic
      termination of a trust. Please also disclose any other rights, which you have
      to
      acquire securities of the Company on or before
      [         ].


A-1


The
      term
“ **material** ,”
when
      used to qualify a requirement for the furnishings of information as to any
      subject, limits the information required to those matters about which the
      average prudent investor should reasonably be informed before buying or selling
      the securities of the Company. If you are in doubt as to the materiality of
      certain information, you should relate sufficient facts to enable the Company
      and its advisors to reach a conclusion as to its materiality.





The
      term
“ **Person** ”
means
      any person, individual, corporation, limited liability company, partnership,
      trust or other governmental agency, court, authority or other body (whether
      foreign, federal, state, local or otherwise.





**QUESTIONS**





**QUESTION
      1:**





State
      your present position or positions with the Company (if any), including
      membership on any audit, personnel, compensation or similar committee or
      committees; any positions with the Company held by you during the previous
      three
      years; and any positions with the Company to which you have been elected or
      appointed but the duties of which you have not yet assumed. For each position,
      list the term or expected term of office.





**ANSWER:**





**QUESTION
      2:**





***Other
      than Shares and Warrant Shares that you will acquire in connection with the
      Offering,*** provide
      below information regarding the equity securities of the Company of which you
      are the “beneficial owner.” **Please
      refer to the definition of “beneficial owner,” above.** Under
      the column “Nature of Ownership,” please indicate amounts of securities for
      which you have (a) sole voting power, (b) shared voting power, (c) sole
      investment power, or (d) shared investment power. If your response covers any
      securities included because you have the right to acquire them on or before
      [             ],
      2008, please separately indicate the amount of such securities. Also, if you
      hold more than 5% of the Company’s securities pursuant to a voting trust or
      similar agreement, please separately state the amount of such securities held
      or
      to be held pursuant to the trust or agreement, the duration of the agreement
      and
      the names and addresses of the voting trustees, outlining briefly their voting
      rights and other powers under the trust or agreement.





**ANSWER
      (attach additional pages if necessary):**





Number
                of
            
            Nature
                  ofShares
            
            Ownership
            
            Title
                of Shares


A-2





**QUESTION
      3:**





If
      you
      plan to offer your shares of Common Stock through the selling efforts of brokers
      or dealers, describe the terms (and attach copies) of any agreement,
      arrangement, or understanding entered into with broker(s) or dealer(s),
      including volume limitations on sales, parties to the agreement and the
      conditions under which the agreement may be terminated. If known, identify
      the
      broker(s) or dealer(s), which will participate in the offering and state the
      amount to be offered through each.





**ANSWER:**





**QUESTION
      4:**





Describe
      below any information known to you, and if none state “none,” pertaining to
      underwriting compensation and arrangements or any dealings between any
      underwriter or related person, member of the FINRA or a person associated with
      a
      member of the FINRA, and the Company or any controlling stockholder thereof
      since January 1, 2004.





**ANSWER:**





**QUESTION
      5:**





State
      below whether you or any of your associates are a member of FINRA, a controlling
      shareholder of a member, a person associated or affiliated with a member or
      an
      underwriter or related person with respect to the proposed offering. If you
      responded “yes,” describe such relationship:





**ANSWER:**





**QUESTION
      6:**





Are
      you a
      broker-dealer?





**ANSWER:**





Yes
                ______
            No______





**QUESTION
      7:**





If
      you
      are not a broker-dealer, are you affiliated with a
      broker-dealer?


A-3





**ANSWER:**





Yes
                ______
            No______





**QUESTION
      8:**





If
      you
      are a broker-dealer or are affiliated with a broker-dealer, did you purchase
      the
      Shares in the ordinary course of business?





**ANSWER:**





Yes
                ______
            No______





**QUESTION
      9:**





If
      you
      are a broker-dealer or are affiliated with a broker-dealer, did you have any
      agreements or understandings, directly or indirectly, with any person to
      distribute the Shares at the time that you purchased the Shares?





**ANSWER:**





Yes
                ______
            No______





Please
      note that the SEC takes the position that if you are a broker-dealer, you are
      to
      be identified in the Registration Statement as an underwriter. In the “Plan of
      Distribution,” the Registration Statement will provide substantially as
      follows:





“The
      selling stockholders and any broker-dealers, agents or underwriters that
      participate with the selling stockholders in the distribution of the issued
      and
      outstanding shares of common stock or the shares of stock issuable upon exercise
      of warrants may be deemed to be "underwriters" within the meaning of the
      Securities Act, in which event any commissions received by these broker-dealers,
      agents or underwriters and any profits realized by the selling stockholders
      on
      the resales of the securities may be deemed to be underwriting commissions
      or
      discounts under the Securities Act. If the selling stockholders are deemed
      to be
      underwriters, the selling stockholders may be subject to certain statutory
      and
      regulatory liabilities, including liabilities imposed pursuant to Sections
      11,
      12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act.”


A-4




**QUESTION
      10:**




Are
      their
      specific individuals who have voting or investment control over the Shares?
      If
      you are an entity, you must answer “yes” to this question and identify such
      individual(s) by name below.




**ANSWER:**





Yes
                ______
            No______





If
      you
      answered “yes”, please list the names of such individuals:










The
      answers to the foregoing questions are true and correct to the best of the
      undersigned’s knowledge, information and belief. The undersigned agrees to
      promptly notify the Company in writing in care of the Chief Financial Officer,
      with a copy to Maslon of (a) any transfer by you of your Shares or Warrants,
      (b)
      sales of common stock of the Company (giving the number of shares sold and
      the
      name of the broker-dealer used) and (c) any other changes in the answers to
      this
      questionnaire that should be made as a result of any material development
      occurring subsequent to the date hereof.





Dated:
      ___________, 2008.




Signature


A-5