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                                                                    EXHIBIT 4.2

THE OPTION REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON
EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
THE SECURITIES LAWS OF ANY STATE. NEITHER SUCH OPTIONS NOR SUCH SECURITIES MAY
BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT SUCH
REGISTRATION, EXCEPT UPON DELIVERY TO THE COMPANY OF SUCH EVIDENCE AS MAY BE
SATISFACTORY TO COUNSEL FOR THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER
SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933 OR APPLICABLE STATE
SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.


                               CHIRAL QUEST, INC.

OPTION NO. LL-2
                             OPTION FOR THE PURCHASE
                            OF SHARES OF COMMON STOCK


                  FOR VALUE RECEIVED, CHIRAL QUEST, INC., a Minnesota
corporation (the "COMPANY"), hereby certifies that PRINCETON CORPORATE PLAZA,
LLC, 7 Deer Park Drive, Suite A, Monmouth Junction, NJ 08852 or its successors
and assigns (the "HOLDER") is entitled to purchase from the Company three
thousand three hundred thirty three (3,333) shares (the "OPTION SHARES") of the
Company's common stock, par value $.01 per share (the "COMMON STOCK"), at any
time during the period commencing May 31, 2004 through 5:00 P.M. (New York City
time) on May 30, 2009 (the "OPTION EXERCISE PERIOD"), to the extent this Option
has vested in accordance with the provisions of Section 1 hereof, at an exercise
price equal to $1.50 per share (the "OPTION EXERCISE PRICE").

                  By acceptance of this Option, the Holder agrees to comply with
all applicable provisions of this Option to the same extent as if it were a
party thereto.

                  1. VESTING. Holder's right to purchase the Option Shares
hereunder are exercisable only to the extent that such right has vested in the
Holder. This Option shall vest upon the satisfaction of the following conditions
on May 31, 2004: (a) the Company is occupying as a tenant of the Holder the
premises located at 7 Deer Park Drive, Suite E, Monmouth Junction, NJ 08852 (the
"Premises"), provided that the Company's failure to occupy the Premises was not
caused by a default of the Company on the terms of the lease between the itself
and the Holder or the mutually agreed upon relocation of the Company to another
space in a building owned by the Holder and (b) the Premises are owned and
controlled by the Holder.

                  2. EXERCISE OF OPTION. (a) To the extent this Option has
vested in accordance with Section 1 hereof, the rights represented by this
Option may be exercised, in whole or in part, at any time during the Option
Exercise Period by the Holder by the surrender of this Option (together with a
duly executed subscription in the form attached hereto) at the address set forth
in Section 9(a) hereof, together with payment to the Company of the Option
Exercise Price for such Option Shares by certified check, bank draft or cash.

                  (b) If this Option is exercised in part, this Option must be
exercised for a number of whole shares of the Common Stock and, unless this
Option shall have expired, the Holder is entitled, promptly following its
surrender of this Option to receive a new Option covering the Option Shares with
respect to which this Option has not been exercised (which procedure shall be
repeated until this Option shall have been fully exercised or shall have
expired, whichever shall occur first).

                  (c) Upon each exercise of this Option in accordance with
paragraph (a) of this Section, the Company will issue a certificate or
certificates in the name of the Holder representing the


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Option Shares so purchased. The Company may require that any such certificate
bear a legend substantially similar to that which is contained on the face of
this option.

                  3. RESERVATION OF OPTION SHARES; LISTING. The Company agrees
that, prior to the expiration of this Option, the Company shall at all times (i)
have authorized and in reserve, and shall keep available, solely for issuance
and delivery upon the exercise of this Option, the Option Shares and other
securities and properties as from time to time shall be receivable upon the
exercise of this Option, free and clear of all restrictions on sale or transfer,
other than under Federal or state securities laws, and free and clear of all
preemptive rights and rights of first refusal.

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

                  (a) In the event that (i) any dividends or distributions on
any class of stock of the Company payable in Common Stock or securities
convertible into or exercisable for Common Stock ("COMMON STOCK EQUIVALENTS")
shall be paid or made by the Company, (ii) the Company shall subdivide its then
outstanding shares of Common Stock into a greater number of shares, by
reclassification, stock split or otherwise or (iii) the Company shall combine
its outstanding shares of Common Stock, by reclassification or otherwise, then,
in any such event, the Option Exercise Price in effect immediately prior to such
event shall (until adjusted again pursuant hereto) be adjusted immediately after
such event to a price (calculated to the nearest full cent) determined by
dividing (a) the number of shares of Common Stock outstanding immediately prior
to such event, multiplied by the then existing Option Exercise Price, by (b) the
total number of shares of Common Stock outstanding immediately after such event,
and the resulting quotient shall be the adjusted Option Exercise Price per
share. No adjustment of the Option Exercise Price shall be made if the amount of
such adjustment shall be less than $.05 per share, but in such case any
adjustment that would otherwise be required then to be made shall be carried
forward and shall be made at the time and together with the next subsequent
adjustment which, together with any adjustment or adjustments so carried
forward, shall amount to not less than $.05 per share. An adjustment made
pursuant to this Section 4(a) shall become effective immediately after the
record date in the case of a dividend or distribution and immediately after the
effective date in the case of a subdivision, combination or reclassification.

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

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

                  (d) If at any time while this Option is outstanding there
should be any capital reorganization or reclassification of the capital stock of
the Company (other than the issuance of any shares of Common Stock in
subdivision of outstanding shares of Common Stock by reclassification or
otherwise and other than a combination of shares each provided for in paragraph
(a) of this Section), or any consolidation or merger of the Company with another
corporation, or any sale, conveyance, lease or


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

                  (e) In case any event shall occur as to which the other
provisions of this Section 4 are not strictly applicable but as to which the
failure to make any adjustment would not fairly protect the purchase rights
represented by this Option in accordance with the essential intent and
principles hereof then, in each such case, the Board of Directors of the Company
shall in good faith determine the adjustment, if any, on a basis consistent with
the essential intent and principles established herein, necessary to preserve
the purchase rights represented by the Option. Upon such determination, the
Company will promptly mail a copy thereof to the Holder of this Option and shall
make the adjustments described therein.

                  (f) The Company will use its commercially reasonable efforts
to include the resale of the Option Shares on the next registration statement it
files under the Securities Exchange Act of 1933, as amended (the "ACT"), unless,
in the reasonable judgment of the Company, the Option Shares should be included
on a registration statement subsequently filed by the Company. The Holder agrees
to make any reasonable and customary representations and warranties required by
the Company, and to complete any documents required by the Company or any
underwriter, in connection with any registration statement. Until all Option
Shares have been sold under a registration declared effective by the Securities
and Exchange commission (the "Commission") or pursuant to Rule 144 under the
Act, the Company shall use its reasonable best efforts to file with the
Commission all current reports and the information as may be necessary to enable
the Holder to effect sales of its shares in reliance upon Rule 144.

                  5. FULLY PAID STOCK; TAXES. The shares of the Common Stock
represented by each and every certificate for Option Shares delivered upon the
exercise of this Option shall at the time of such delivery, be duly authorized,
validly issued and outstanding, fully paid and nonassessable, and not subject to
preemptive rights or rights of first refusal, and the Company will take all such
actions as may


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be necessary to assure that the par value, if any, per share of the Common Stock
is at all times equal to or less than the then Per Share Option Price. The
Company shall pay all documentary, stamp or similar taxes and other similar
federal or state governmental charges that may be imposed with respect to the
issuance or delivery of any certificate for Option Shares upon exercise of the
Options (other than income taxes); provided, however, that if any certificate
for Option Shares is to be delivered in a name other than the name of the
Holder, no such delivery shall be made unless the person requesting the same has
paid to the Company the amount of transfer taxes or charges incident thereto, if
any.

                  6. INVESTMENT INTENT; LIMITED TRANSFERABILITY. (a) The Holder
represents, by accepting this Option that it understands that this Option and
any securities obtainable upon exercise of this Option have not been registered
for sale under Federal or state securities laws and are being offered and sold
to the Holder pursuant to one or more exemptions from the registration
requirements of such securities laws. In the absence of an effective
registration of such securities or an exemption therefrom, any certificates for
such securities shall bear the legend set forth on the first page hereof. The
Holder understands that it must bear the economic risk of its investment in this
Option and any securities obtainable upon exercise of this Option for an
indefinite period of time, as this Option and such securities have not been
registered under Federal or state securities laws and therefore cannot be sold
unless subsequently registered under such laws, unless an exemption from such
registration is available.

                  (b) The Holder, by its acceptance of this Option, represents
to the Company that it is acquiring this Option and will acquire any securities
obtainable upon exercise of this Option for its own account for investment and
not with a view to, or for sale in connection with, any distribution thereof in
violation of the Act. The Holder agrees that this Option and any such securities
will not be sold or otherwise transferred unless (i) a registration statement
with respect to such transfer is effective under the Act and any applicable
state securities laws or (ii) such sale or transfer is made pursuant to one or
more exemptions from the Act.

                  (c) In addition to the limitations set forth elsewhere herein,
this Option may not be sold, transferred, assigned or hypothecated by the Holder
except in compliance with the provisions of the Act and the applicable state
securities "blue sky" laws, and is so transferable only upon the books of the
Company which it shall cause to be maintained for such purpose. The Company may
treat the registered Holder of this Option as he or it appears on the Company's
books at any time as the Holder for all purposes. The Company shall permit any
Holder of a Option or his duly authorized attorney, upon written request during
ordinary business hours, to inspect and copy or make extracts from its books
showing the registered holders of Options. All Options issued upon the transfer
or assignment of this Option will be dated the same date as this Option, and all
rights of the holder thereof shall be identical to those of the Holder.

                  (d) The Holder has been afforded (i) the opportunity to ask
such questions as it has deemed necessary of, and to receive answers from,
representatives of the Company concerning the terms and conditions of the
Options or the exercise of the Options; and (ii) the opportunity to request such
additional information which the Company possesses or can acquire without
unreasonable effort or expense.

                  (e) The Holder 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
investor or other conference whose attendees were, to such Holder's knowledge,
invited by any general solicitation or general advertising.

                  (f) The Holder is an "accredited investor" within the meaning
of Regulation D under the Act. Such Holder is acquiring the Options for its own
account and not with a present view to,


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or for sale in connection with, any distribution thereof in violation of the
registration requirements of the Act, without prejudice, however, to such
Holder's right, subject to the provisions of the Subscription Agreement and this
Option, at all times to sell or otherwise dispose of all or any part of such
Options and Option Shares.

                  (g) Either by reason of such Holder's business or financial
experience or the business or financial experience of its professional advisors
(who are unaffiliated with and who are not compensated by the Company or any
affiliate, finder or selling agent of the Company, directly or indirectly), such
Holder has the capacity to protect such Holder's interests in connection with
the transactions contemplated by this Option.

                  7. LOSS, ETC., OF OPTION. Upon receipt of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Option, and of indemnity reasonably satisfactory to the Company, if lost,
stolen or destroyed, and upon surrender and cancellation of this Option, if
mutilated, the Company shall execute and deliver to the Holder a new Option of
like date, tenor and denomination.

                  8. OPTION HOLDER NOT SHAREHOLDER. This Option does not confer
upon the Holder any right to vote on or consent to or receive notice as a
shareholder of the Company, as such, in respect of any matters whatsoever, nor
any other rights or liabilities as a shareholder, prior to the exercise hereof;
this Option does, however, require certain notices to Holder as set forth
herein.

                  9. COMMUNICATION.  No notice or other communication under
this Option shall be effective unless, but any notice or other communication
shall be effective and shall be deemed to have been given if, the same is in
writing and is mailed by first-class mail, postage prepaid, addressed to:

                  (a)  the Company at Chiral Quest, Inc., 1981 Pine Hall Drive,
State College, PA 16801 or such other address as the Company has designated in
writing to the Holder, or

                  (b)  the Holder at 7 Deer Park Drive, Suite A, Monmouth
Junction, NJ 08852 Attn: Terry Kent or other such address as the Holder has
designated in writing to the Company.

                  10.  REPRESENTATIONS.  Company hereby warrants and represents
that:

                  (a)  Company is authorized to grant the option provided for
in this Option Agreement;

                  (b)  The Option described in this Option Agreement has not
been granted or issued pursuant to any stock option plan; and

                  (c)  The Option has been duly authorized by all necessary
corporate action of the Company, and the shares of the Company's common stock
issuable upon exercise of this Option have been duly reserved for issuance out
of the Company's authorized and unissued shares of Common Stock. This Option is
a valid and binding obligation of the Company enforceable against the Company in
accordance with its terms

                  11.  HEADINGS.  The headings of this Option have been
inserted as a matter of convenience and shall not affect the construction
hereof.

                  12.  APPLICABLE LAW.  This Option shall be governed by and
construed in accordance with the laws of the State of Minnesota without giving
effect to the principles of conflicts of law thereof.


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                  13.  AMENDMENT, WAIVER, ETC. Except as expressly provided
herein, neither this Option nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument signed by the party
against whom enforcement of any such amendment, waiver, discharge or
termination is sought.

                  IN WITNESS WHEREOF, the Company has caused this Option to be
executed this 6th day of May, 2003.

                                      CHIRAL QUEST, INC.



                                      By:____________________________
                                      Name:
                                      Title:



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