**Exhibit
        2.1**
 
 **A** **GREEMENT
        AND PLAN OF MERGER**
 **BY
        AND AMONG**
 **VIOQUEST
        PHARMACEUTICALS, INC.,**
 **GREENWICH
        THERAPEUTICS, INC.**
 **AND**
 **VQ
        ACQUISITION CORP.**
 
 This **AGREEMENT
        AND PLAN OF MERGER** (this
“Agreement”) is made and entered into as of July 1, 2005, among VioQuest
        Pharmaceuticals, Inc., a Minnesota corporation (“Parent”), Greenwich
        Therapeutics, Inc., a Delaware corporation (“Greenwich”) and VQ Acquisition
        Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“VQ
        Merger Sub”).
 
 **RECITALS**
 
 A.  Upon
        the
        terms and subject to the conditions of this Agreement and in accordance with
        the
        Delaware General Corporation Law (“DGCL”) and the Minnesota Business Corporation
        Act (“MBCA”), Parent, Greenwich and VQ Merger Sub intend to enter into a
        business combination transaction.
 
 B.  Lindsay
        A. Rosenwald, M.D., and certain trusts established for the benefit of Dr.
        Rosenwald collectively own approximately 48 percent of the outstanding capital
        stock of Greenwich and substantially all of the remaining capital stock of
        Greenwich is owned by employees of Paramount BioCapital, Inc., a corporation
        owned and controlled by Dr. Rosenwald. In addition, Dr. Rosenwald, together
        with
        such trusts, beneficially owns approximately 16 percent of the outstanding
        common stock of Parent.
 
 C.  The
        Board
        of Directors of Greenwich (i) has determined that the Merger (as defined
        in
        Section 1.1 below) is consistent with and in furtherance of the long-term
        business strategy of Greenwich and fair to, and in the best interests of,
        Greenwich and its stockholders, (ii) has approved this Agreement, the Merger
        and
        the other transactions contemplated by this Agreement, (iii) has adopted
        a
        resolution declaring the Merger advisable, and (iv) has determined to recommend
        that the stockholders of Greenwich adopt this Agreement.
 
 D.  The
        Board
        of Directors of Parent (i) has determined that the Merger is consistent with
        and
        in furtherance of the long-term business strategy of Parent and fair to,
        and in
        the best interests of, Parent and its stockholders, (ii) has approved this
        Agreement, the Merger and the other transactions contemplated by this Agreement,
        (iii) has adopted a resolution declaring the Merger advisable, and (iv) has
        approved the issuance of the Merger Consideration (as defined below) pursuant
        to
        the Merger.
 
 E.  The
        Board
        of Directors of VQ Merger Sub (i) has determined that the Merger is consistent
        with and in furtherance of the long-term business strategy of VQ Merger Sub,
        respectively, and fair to and in the best interests of, VQ Merger Sub and
        its
        stockholders, (ii) has approved this Agreement, the Merger and the other
        transactions contemplated by this Agreement, (iii) has adopted a resolution
        declaring the Merger advisable, and (iv) has determined to recommend that
        the
        sole stockholder of VQ Merger Sub adopt this Agreement.
  
 
 **NOW,
        THEREFORE,** in
        consideration of the covenants, promises and representations set forth herein,
        and for other good and valuable consideration, the receipt and sufficiency
        of
        which are hereby acknowledged, the parties agree as follows:
 
 **THE
        MERGER**
 
 I.1  The
        Merger .
        At the
        Effective Time (as defined in Section 1.2 hereof)
        and subject to and upon the terms and conditions of this Agreement and the
        applicable provisions of the DGCL, VQ Merger Sub shall be merged with and
        into
        Greenwich (the “Merger”), the separate corporate existence of VQ Merger Sub
        shall cease and Greenwich shall continue as the surviving corporation and
        shall
        become a wholly-owned subsidiary of Parent. The surviving corporation after
        the
        Merger is sometimes referred to hereinafter as the “Greenwich Surviving
        Corporation.”
  I.2  Effective
        Time .
        Unless
        this Agreement is earlier terminated pursuant to ARTICLE VII hereof, the
        closing
        of the Merger and the other transactions contemplated by this Agreement (the
        “Closing”) will take place at the offices of Greenwich, at a time and date to be
        specified by the parties, but in no event later than two (2) business days
        following satisfaction or waiver of the conditions set forth in ARTICLE VI
        hereof. The date upon which the Closing actually occurs is herein referred
        to as
        the “Closing Date.” On the Closing Date, the parties hereto shall cause the
        Merger to be consummated by filing a Certificate of Merger or like instrument
        (a
“Certificate of Merger”) with the Secretary of State of the State of Delaware,
        in accordance with the relevant provisions of the DGCL (the times at which
        the
        Merger has become fully effective (or such later time as may be agreed in
        writing by Greenwich and specified in the Certificate of Merger) is referred
        to
        herein as the “Effective Time”).
  I.3  Effect
        of the Merger .
  (a)  At
        the
        Effective Time, the effect of the Merger shall be as provided in the applicable
        provisions of the DGCL. Without limiting the generality of the foregoing,
        and
        subject thereto, at the Effective Time, except as provided herein, all the
        property, rights, privileges, powers and franchises of Greenwich and VQ Merger
        Sub shall vest in the Greenwich Surviving Corporation, and all debts,
        liabilities and duties of Greenwich and VQ Merger Sub shall become the debts,
        liabilities and duties of the Greenwich Surviving Corporation.
  (b)  Prior
        to
        or at the Effective Time, the properties and assets of VQ Merger Sub will
        be
        free and clear of any and all encumbrances, charges, claims equitable interests,
        liens, options, pledges, security interests, mortgages, rights of first refusal
        or restrictions of any kind and nature (collectively, the “Encumbrances”), other
        than those Encumbrances set forth in the Parent Financials or, as to Parent,
        which would not reasonably be expected to have a Parent Material Adverse
        Effect
        (as defined below).
  (c)  Prior
        to
        or at the Effective Time, the properties and assets of Greenwich will be
        free
        and clear of any and all Encumbrances, other than those Encumbrances set
        forth
        in the Greenwich Financials or which would not reasonably be expected to
        have a
        Greenwich Material Adverse Effect (as defined below).
  
  I.4  Certificates
        of Incorporation; Bylaws .
  (a)  At
        the
        Effective Time, the certificate of incorporation of VQ Merger Sub as in effect
        immediately prior to the Effective Time shall be the Certificate of
        Incorporation of the Greenwich Surviving Corporation at and after the Effective
        Time until thereafter amended in accordance with the DGCL and the terms of
        such
        certificate of incorporation.
  (b)  The
        Bylaws of VQ Merger Sub as in effect immediately prior to the Effective Time
        shall be the bylaws of the Greenwich Surviving Corporation at and after the
        Effective Time, until thereafter amended in accordance with the DGCL and
        the
        terms of certificate of incorporation of the Greenwich Surviving Corporation
        and
        such bylaws.
  I.5  Greenwich
        Directors and Officers .
  (a)  The
        directors of VQ Merger Sub immediately prior to the Effective Time shall
        be the
        directors of the Greenwich Surviving Corporation at and after the Effective
        Time, each to hold the office of a director of the Greenwich Surviving
        Corporation in accordance with the provisions of the DGCL and the certificate
        of
        incorporation and bylaws of the Greenwich Surviving Corporation until their
        successors are duly elected and qualified.
  (b)  The
        officers of VQ Merger Sub immediately prior to the Effective Time shall be
        the
        officers of the Greenwich Surviving Corporation at and after the Effective
        Time,
        each to hold office in accordance with the provisions of the bylaws of the
        Greenwich Surviving Corporation.
  I.6  Effect
        on Capital Stock .
        Subject
        to the terms and conditions of this Agreement, at the Effective Time, by
        virtue
        of the Merger and without any action on the part of Parent, Greenwich and
        VQ
        Merger Sub or the holders of any of the following securities, the following
        shall occur:
  (a)  *Capital
        Stock of VQ Merger Sub* .
        Each
        issued and outstanding share of capital stock of VQ Merger Sub shall be
        automatically converted into and become one fully paid and non-assessable
        share
        of common stock, par value $0.01 per share, of the Surviving
        Corporation.
  (b)  *Conversion
        of Greenwich Capital Stock* .
        Each
        share of common stock, par value $0.001 per share, of Greenwich (the “Greenwich
        Common Stock”) issued and outstanding immediately prior to the Effective Time
        (other than Appraisal Shares (as defined below)) will be automatically converted
        (subject to the terms hereof, including Sections 1.6(c) , 1.6(e) and 1.6(f) )
        into a
        number of shares of common stock, par value $0.01 per share, of Parent (the
        “Parent Common Stock”) equal to the Exchange Ratio (as defined below). In
        addition, holders of Greenwich Common Stock will receive on a pro rata basis
        warrants to purchase an aggregate of 4,000,000 shares of Parent Common Stock
        (the “Warrants,” and together with the aggregate shares of Parent Common Stock
        referred to in the preceding sentence, the “Merger Consideration”), with a per
        warrant exercise price of $1.41 and otherwise substantially in the form attached
        hereto as Annex
        I .
        If any
        shares of Greenwich Common Stock outstanding immediately prior to the Effective
        Time are unvested or are subject to a repurchase option, risk of forfeiture
        or
        other condition under any applicable restricted stock purchase agreement
        or
        other agreement with Greenwich, then the shares of Parent Common Stock issued
        in
        exchange for such shares of Greenwich Common Stock will also be unvested
        and
        subject to the same repurchase option, risk of forfeiture or other condition,
        and the certificates representing such shares of Parent Common Stock may
        accordingly be marked with appropriate legends. The term “Exchange Ratio” shall
        mean the quotient resulting from dividing (A) the product resulting from
        multiplying the Merger Ratio (as defined below) by the number of shares of
        Parent Common Stock issued and outstanding immediately prior to the Effective
        Time, but excluding any shares issued in connection with the Offering, by
        (B)
        the number of shares of Greenwich Common Stock issued and outstanding
        immediately prior to the Effective Time on a fully diluted basis. The term
        “Merger Ratio” shall mean the quotient resulting from dividing 49 percent by 51
        percent.
  
  (c)  *Appraisal
        Rights* .
        Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal
        Shares”) of Greenwich Common Stock that are outstanding immediately prior to the
        Effective Time and that are held by any person who is entitled to demand
        and
        properly demands appraisal of such Appraisal Shares pursuant to, and who
        complies in all respects with, Section 262 of the DGCL (“Section 262”) shall not
        be converted into Merger Consideration as provided in Section 1.6(b), but
        rather
        the holders of Appraisal Shares shall be entitled to payment of the fair
        market
        value of such Appraisal Shares in accordance with Section 262; provided,
        however, that if
        any such holder shall fail to perfect or otherwise shall waive, withdraw
        or lose
        the right to appraisal under Section 262, then the right of such holder to
        be
        paid the fair value of such holder’s Appraisal Shares shall cease and such
        Appraisal Shares shall be treated as if they had been converted as of the
        Effective Time into Merger Consideration as provided in Section
        1.6(b).
  (d)  *Greenwich
        Stock Options* .
        There
        are not currently, and at the Effective Time, there will not be, any outstanding
        options or other rights to acquire any shares of Greenwich Common
        Stock.
  (e)  *Adjustments
        to Merger Consideration* .
        Except
        as described in Section 1.8, the Merger Consideration shall be adjusted,
        if
        necessary, to reflect appropriately the effect of any stock split, reverse
        stock
        split, stock dividend (including any dividend or distribution of securities
        convertible into or exercisable or exchangeable for Parent Common Stock or
        Greenwich Common Stock), reorganization, recapitalization, reclassification,
        combination, exchange of shares or other like change with respect to Parent
        Common Stock or Greenwich Common Stock occurring or having a record date
        on or
        after the date hereof and prior to the Effective Time.
  (f)  *Escrow
        of Merger Consideration.* On the
        Closing Date, Parent shall deposit into escrow with a bank or other financial
        institution to be mutually agreed to by the parties to serve as escrow agent
        (the “Escrow Agent”) under the Escrow Agreement to be entered into among the
        parties hereto and such Escrow Agent, substantially in the form attached
        hereto
        as Annex
        II (the
“Escrow Agreement”), fifty percent (50%) of the Parent Common Stock and the
        Warrants comprising the Merger Consideration (the “Escrowed Securities”). The
        Escrowed Securities shall be released from escrow in accordance with the
        terms
        and provisions of the Escrow Agreement.
  (g)  *Fractional
        Shares* .
        No
        fraction of a share of Parent Common Stock will be issued by virtue of the
        Merger. In lieu thereof any fractional share will be rounded to the nearest
        whole share of Parent Common Stock (with 0.5 being rounded up).
  1.7  Surrender
        of Certificates .
 
 (a)  *Parent
        to Provide Common Stock* .
        Except
        for the Escrowed Shares, promptly after the Effective Time, Parent shall
        make
        available in accordance with this ARTICLE I, the shares of Parent Common
        Stock
        issuable pursuant to Section 1.6(b) in exchange for outstanding shares of
        Greenwich Common Stock.
 
 (b)  *Exchange
        Procedures* .
        Promptly after the Effective Time, Parent shall mail, or cause the transfer
        agent and registrar for the Parent Common Stock to mail, to each holder of
        record as of the Effective Time of a certificate or certificates, which
        immediately prior to the Effective Time represented outstanding shares of
        Greenwich Common Stock (the “Certificates”) (i) a letter of transmittal in
        customary form, which shall specify that delivery shall be effected, and
        risk of
        loss and title to the Certificates shall pass, only upon delivery of the
        Certificates to the Parent, and (ii) instructions for use in effecting the
        surrender of the Certificates in exchange for certificates representing shares
        of Parent Common Stock and Warrants pursuant to Section 1.6(b). Upon surrender
        of Certificates for cancellation to the Parent, together with such letter
        of
        transmittal, duly completed and validly executed in accordance with the
        instructions thereto, the holders of such Certificates shall be entitled
        to
        receive in exchange therefor certificates representing the number of whole
        shares of Parent Common Stock and Warrants into which their shares of Greenwich
        Common Stock were converted pursuant to Section 1.6(b), and the Certificates
        so
        surrendered shall forthwith be canceled. Until so surrendered, outstanding
        Certificates will be deemed, from and after the Effective Time, to evidence
        only
        the ownership of the number of whole shares of Parent Common Stock and Warrants
        into which such shares
        of
        Greenwich Common Stock shall have been so converted (including any voting,
        notice or other rights associated with the ownership of such shares of Parent
        Common Stock under the articles or certificate of incorporation or bylaws
        of
        Parent or under the DGCL).
  
 
 (c)  *Transfers
        of Ownership* .
        If
        certificates representing shares of Parent Common Stock are to be issued
        in a
        name other than that in which the Certificates surrendered in exchange therefor
        are registered, it will be a condition of the issuance thereof that the
        Certificates so surrendered will be properly endorsed and otherwise in proper
        form for transfer and that the persons requesting such exchange will have
        (i)
        paid to Parent or any agent designated by it any transfer or other taxes
        required by reason of the issuance of certificates representing shares of
        Parent
        Common Stock in any name other than that of the registered holder of the
        Certificates surrendered, or (ii) established to the satisfaction of Parent
        or
        any agent designated by it that such tax has been paid or is not
        payable.
 
 (d)  *No
        Liability* .
        Notwithstanding anything to the contrary in this Section 1.7, neither the
        Parent
        nor the Greenwich Surviving Corporation nor any party hereto shall be liable
        to
        a holder of shares of Parent Common Stock or Greenwich Common Stock for any
        amount properly paid to a public official pursuant to any applicable abandoned
        property, escheat or similar law.
 
 (e)  *Withholding
        of Tax* .
        Parent
        or Parent’s transfer agent shall be entitled to deduct and withhold from the
        applicable amount of the Merger Consideration otherwise issuable to, and
        any
        cash payment in lieu of fractional shares otherwise payable pursuant to this
        Agreement to, any former holder of Greenwich Common Stock such amounts as
        Parent
        (or any affiliate thereof) or Parent’s transfer agent is required to deduct and
        withhold with respect to the making of such payment under the Code, or any
        provision of state, local or foreign Tax law. To the extent that amounts
        are so
        withheld by Parent (or any affiliate thereof) or Parent’s transfer agent, such
        withheld amounts shall be treated for all purposes of this Agreement as having
        been paid to the former holder of Greenwich Common Stock in respect of whom
        such
        deduction and withholding was made by Parent (or any affiliate thereof) or
        Parent’s transfer agent.
 
 1.8  No
        Further Ownership Rights in Greenwich Common Stock .
        All
        shares of Parent Common Stock and Warrants issued in accordance with the
        terms
        hereof shall be deemed to have been issued in full satisfaction of all rights
        pertaining to such shares of Greenwich Common Stock. After the Effective
        Time,
        there shall be no further registration of transfers on the records of Greenwich
        Surviving Corporation of shares of Greenwich Common Stock which were outstanding
        immediately prior to the Effective Time. If, after the Effective Time,
        Certificates are presented to Greenwich Surviving Corporation for any reason,
        they shall be canceled and exchanged as provided in this ARTICLE
        I .
  
 
 1.9  Lost,
        Stolen or Destroyed Certificates .
        In the
        event that any Certificates shall have been lost, stolen or destroyed, the
        Parent shall issue and pay in exchange for such lost, stolen or destroyed
        Certificates, upon the making of an affidavit of that fact by the holder
        thereof, certificates representing the shares of Parent Common Stock into
        which
        the shares of Greenwich Common Stock represented by such Certificates were
        converted pursuant to Section 1.6(b); provided, however, that the Parent
        may, in
        its discretion and as a condition precedent to the issuance of such certificates
        representing shares of Parent Common Stock require the owner of such lost,
        stolen or destroyed Certificates to deliver a bond in such
        sum
        as it may reasonably direct or otherwise provide indemnity against any claim
        that may be made against Parent or Greenwich Surviving Corporation with respect
        to the Certificates alleged to have been lost, stolen or destroyed.
 
 1.10  Tax
        Treatment .
        It is
        intended by the parties hereto that the Merger shall constitute a reorganization
        within the meaning of Section 368(a) of the Internal Revenue Code of 1986,
        as
        amended (the “Code”). Each of the parties hereto adopts this Agreement as a
“plan of reorganization” within the meaning of Sections 1.368-2(g) and
        1.368-3(a) of the United States Treasury Regulations (the “Regulations”). Both
        prior to and after the Closing, each party's books and records shall be
        maintained, and all federal, state and local income tax returns and schedules
        thereto shall be filed in a manner consistent with the Merger being qualified
        as
        a reverse triangular merger under Section 368(a)(2)(E) of the Code (and
        comparable provisions of any applicable state or local laws), except to the
        extent the Merger is determined in a final administrative or judicial decision
        not to qualify as a reorganization within the meaning of Code Section
        368(a).
 
 1.11  Taking
        of Necessary Action; Further Action .
        If, at
        any time after the Effective Time, any further action is necessary or desirable
        to carry out the purposes of this Agreement and to vest the Greenwich Surviving
        Corporation (and/or its successor in interest) with full right, title and
        possession to all assets, property, rights, privileges, powers and franchises
        of
        Greenwich and VQ Merger Sub, the officers and directors of Parent and the
        Greenwich Surviving Corporation shall be fully authorized (in the name of
        VQ
        Merger Sub, Greenwich and otherwise) to take all such necessary
        action.
 
 1.12  Restrictions
        on Transfer; Legends .
        Any
        shares of Parent Common Stock issued in the Merger will not be transferable
        except (1) pursuant to an effective registration statement under the
        Securities Act or (2) upon receipt by Parent of a written opinion
        of
        counsel reasonably satisfactory to Parent that is knowledgeable in securities
        laws matters to the effect that the proposed transfer is exempt from the
        registration requirements of the Securities Act and relevant state securities
        laws. Restrictive legends must be placed on all certificates representing
        Merger
        Consideration, substantially as follows:
 
 “THESE
        SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
        AMENDED
        (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND ARE BEING
        OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
        OF
        THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE SOLD OR
        TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
        THE
        SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
        REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS.”
 
 
 **ARTICLE
        II**
 **REPRESENTATIONS
        AND WARRANTIES OF GREENWICH**
 
 Except
        as
        set forth in the corresponding sections or subsections of the letter of
        exceptions delivered to Parent by Greenwich on or prior to entering into
        this
        Agreement and incorporated herein by this reference (the “Greenwich Schedule”),
        Greenwich hereby represents and warrants to Parent and VQ Merger Sub
        that:
  
 
 2.1  Organization
        of Greenwich .
 
 (a)  Greenwich
        is a corporation duly organized, validly existing and in good standing under
        the
        laws of Delaware; has the corporate power and authority to own, lease and
        operate its assets and property and to carry on its business as now being
        conducted; and is duly qualified to do business and in good standing as a
        foreign corporation in each jurisdiction in which the failure to be so qualified
        would have a Greenwich Material Adverse Effect. As used in this Agreement,
        the
        term “Greenwich Material Adverse Effect” means a material adverse effect on the
        condition (financial or otherwise), business, assets or results of operations
        of
        Greenwich, or on the ability of the Greenwich to consummate the transactions
        contemplated by this Agreement; it being understood, however, that Greenwich's
        continuing incurrence of losses, as long as such losses are in the ordinary
        course of business shall not, alone, be deemed to be a Greenwich Material
        Adverse Effect.
 
 (b)  Greenwich
        has no subsidiaries.
 
 (d)  Greenwich
        has delivered or made available to Parent a true and correct copy of the
        certificate of incorporation and bylaws of Greenwich, each as amended to
        date
        (the “Greenwich Charter Documents”), and each such instrument is in full force
        and effect. Greenwich is not in violation of any of the provisions of the
        Greenwich Charter Documents.
 
 2.2  Greenwich
        Capital Structure .
        The
        authorized capital stock of Greenwich consists of 25,000,000 shares of Common
        Stock, par value $0.001 per share, of which there are 4,000,000 shares issued
        and outstanding as of the date hereof and 5,000,000 shares of preferred stock,
        par value $0.001 per share, none of which are outstanding as of the date
        hereof.
        All outstanding shares of Greenwich Common Stock are duly authorized, validly
        issued, fully paid and non-assessable, were issued in compliance with applicable
        securities laws and are not subject to preemptive rights created by statute,
        the
        Greenwich Charter Documents, or any agreement or document to which Greenwich
        is
        a party or by which it is bound.
 
 2.3  Obligations
        With Respect to Capital Stock .
        Except
        as set forth in Section 2.2 of the Greenwich Schedule, there are no equity
        securities, partnership interests or similar ownership interests, or any
        securities exchangeable or convertible into or exercisable for such equity
        securities, partnership interests or similar ownership interests issued,
        reserved for issuance or outstanding, with respect to Greenwich. Except as
        set
        forth in Section 2.2 of the Greenwich Schedule, there are no options, warrants,
        equity securities, partnership interests or similar ownership interests,
        calls,
        rights (including preemptive rights), commitments or agreements of any character
        to which Greenwich is a party or by which it is bound obligating Greenwich
        to
        issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase,
        redeem or otherwise acquire, or cause the repurchase, redemption or acquisition,
        of any shares of capital stock of Greenwich or obligating Greenwich to grant,
        extend, accelerate the vesting of or enter into any such option, warrant,
        equity
        security, partnership interest or similar ownership interest, call, right,
        commitment or agreement. There are no registration rights and, to the knowledge
        of Greenwich there are no voting trusts, proxies or other agreements or
        understandings with respect to any equity security of any class of
        Greenwich.
  
 
 2.4  Authority .
 
 (a)  Greenwich
        has all requisite corporate power and authority to enter into this Agreement
        and
        to consummate the transactions contemplated hereby. The execution and delivery
        of this Agreement and the consummation of the transactions contemplated hereby,
        have been duly authorized by all necessary corporate action on the part of
        Greenwich, subject only to the adoption of this Agreement by Greenwich's
        stockholders and the filing and recordation of the Certificate of Merger
        pursuant to the DGCL. A vote of the holders of at least a majority of the
        outstanding shares of the Greenwich Common Stock is required for Greenwich's
        stockholders to approve and adopt this Agreement and approve the Merger.
        No
“control share acquisition”, state takeover statute or similar statute or
        regulation applies or purports to apply to Greenwich with respect to this
        Agreement, the Merger or the transactions contemplated hereby or thereby.
 
 (b)  This
        Agreement has been duly executed and delivered by Greenwich and, assuming
        the
        due authorization, execution and delivery by Parent and VQ Merger Sub,
        constitutes the valid and binding obligation of Greenwich, enforceable in
        accordance with its terms, except as enforceability may be limited by
        bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
        other similar laws and general principles of equity. The execution and delivery
        of this Agreement by Greenwich does not, and the performance of this Agreement
        by Greenwich will not (i) conflict with or violate the Greenwich Charter
        Documents, (ii) subject to compliance with the requirements set forth in
        Section
        2.4(c) below, conflict with or violate any law, rule, regulation, order,
        judgment or decree applicable to Greenwich or by which its or any of its
        respective properties is bound or affected, or (iii) result in any breach
        of, or
        constitute a default (or an event that with notice or lapse of time or both
        would become a default) under, or impair Greenwich's rights or alter the
        rights
        or obligations of any third party under, or to Greenwich's knowledge, give
        to
        others any rights of termination, amendment, acceleration or cancellation
        of, or
        result in the creation of an Encumbrance on any of the properties or assets
        of
        Greenwich pursuant to, any note, bond, mortgage, indenture, contract, agreement,
        lease, license, permit, franchise or other instrument or obligation to which
        Greenwich is a party or by which Greenwich or its or any of its respective
        properties are bound or affected, except to the extent such conflict, violation,
        breach, default, impairment or other effect would not, in the case of clause
        (ii) or (iii), individually or in the aggregate, reasonably be expected to
        have
        a Greenwich Material Adverse Effect or prevent or delay consummation of the
        Merger in any material respect or otherwise prevent Greenwich from performing
        its obligations under this Agreement in any material respect.
 
 (c)  No
        consent, approval, order or authorization of, or registration, declaration
        or
        filing with any court, administrative agency or commission or other governmental
        authority or instrumentality (a “Governmental Entity”) is required by or with
        respect to Greenwich in connection with the execution and delivery of this
        Agreement, or the consummation of the transactions contemplated hereby, except
        for (i) the filing of the Certificate of Merger with the Secretary of State
        of
        Delaware, (ii) such consents, approvals, orders, authorizations, registrations,
        declarations and filings as may be required under applicable federal and
        state
        securities laws and (iii) such other consents, authorizations, filings,
        approvals and registrations which, if not obtained or made, individually
        or in
        the aggregate, would not be reasonably likely to have a Greenwich Material
        Adverse Effect.
  
 
 2.5  Greenwich
        Financial Statements .
        Prior
        to the Effective Time, Greenwich shall provide to Parent, an audited balance
        sheet of Greenwich as of December 31, 2004 (the “Greenwich Balance Sheet”),
        together with the related statements of income and cash flows for the year
        ended
        December 31, 2004 (the “Greenwich Financial Statements”). Each of the Greenwich
        Financial Statements (including, in each case, any related notes thereto)
        was
        prepared in accordance with generally accepted accounting principles (“GAAP”)
        applied on a consistent basis throughout the periods involved (except as
        may be
        indicated in the notes thereto), and each fairly presents and will fairly
        present the financial position of Greenwich as of the respective dates thereof
        and the results of its operations and cash flows and stockholder equity for
        the
        periods indicated. Except as disclosed in the Greenwich Financial Statements,
        Greenwich does not have any Liabilities of a nature required to be disclosed
        on
        a balance sheet or in the related notes to the consolidated financial statements
        prepared in accordance with GAAP which are, individually or in the aggregate,
        material to the business, results of operations or financial condition of
        Greenwich, except Liabilities incurred since the date of the Greenwich Financial
        Statements in the ordinary course of business consistent with past practices
        and
        which would not reasonably be expected to have a Greenwich Material Adverse
        Effect. For purposes hereof, “Liabilities” shall mean any and all liabilities,
        accounts payable, debts, adverse claims, duties, responsibilities and
        obligations of every kind or nature, whether accrued or unaccrued, known
        or
        unknown, direct or indirect, absolute or contingent, liquidated or unliquidated
        and whether arising under, pursuant to or in connection with any contract,
        tort,
        strict liability or otherwise.
 
 2.6  Absence
        of Certain Changes or Events .
        Except
        as contemplated by this Agreement, since the date of the Greenwich Balance
        Sheet, Greenwich has conducted its business only in, and has not engaged
        in any
        material transaction other than according to, the ordinary and usual course
        of
        such businesses and there has not been (i) any change that, individually
        or in
        the aggregate, has had or is reasonably likely to have a Greenwich Material
        Adverse Effect; (ii) any material damage, destruction or other casualty loss
        with respect to any material asset or property owned, leased or otherwise
        used
        by Greenwich, whether or not covered by insurance; (iii) any declaration,
        setting aside or payment of any dividend or other distribution in cash, stock
        or
        property in respect of the capital stock of Greenwich, except for dividends
        or
        other distributions on its capital stock publicly announced prior to the
        date
        hereof and except as expressly permitted hereby; (iv) any event that would
        constitute a violation of Section 4.1 hereof if such event occurred after
        the
        date of this Agreement and prior to the Effective Time; or (v) any change
        by
        Greenwich in accounting principles, practices or methods. Since the date
        of the
        Greenwich Balance Sheet, there has not been any increase in the compensation
        payable or that could become payable by Greenwich to officers or key employees
        or any amendment of the Greenwich Option Plan other than increases or amendments
        in the ordinary course of business or (y) as required by any relevant employment
        agreement, option agreement or (z) which, individually or in the aggregate,
        would not reasonably be expected to have a Greenwich Material Adverse
        Effect.
 
 2.7  Taxes .
 
 (a)  For
        purposes of this Agreement, (i) “Taxes” shall mean all Federal, state, local,
        foreign, provincial, territorial or other taxes, imports, tariffs, fees,
        levies
        or other similar assessments or Liabilities and other charges of any kind,
        including income taxes, profits taxes, franchise taxes, ad valorem taxes,
        excise
        taxes, withholding taxes, stamp taxes or other taxes of or with respect to
        gross
        receipts, premiums, real property, personal property, windfall profits, sales,
        use, transfers, licensing, employment, social security, workers' compensation,
        unemployment, payroll and franchises imposed by or under any law (meaning
        all
        laws, statutes, ordinances and regulations of any Governmental Entity including
        all decisions of any court having the effect of law), and any other taxes,
        duties or assessments, together with all interest, penalties and additions
        imposed with respect to such amounts; (ii) “Tax Returns” shall mean any
        declaration, return, report, schedule, certificate, statement or other similar
        document (including relating or supporting information) required to be filed
        with any Taxing Authority (as defined below), or where none is required to
        be
        filed with a Taxing Authority, the statement or other document issued by
        the
        applicable Taxing Authority in connection with any Tax, including, without
        limitation, any information return, claim for refund, amended return or
        declaration of estimated Tax; and (iii) “Taxing Authority” shall mean any
        domestic, foreign, Federal, national, provincial, state, county or municipal
        or
        other local government or court, any subdivision, agency, commission or
        authority thereof, or any quasi-governmental body exercising tax regulatory
        authority.
  
 
 (b)  Greenwich
        has (i) timely filed all Tax Returns that are required to have been filed
        by it
        with all appropriate Taxing Authorities (and all such returns are true and
        correct and fairly reflect in all material respects its operations for tax
        purposes), and (ii) timely paid all Taxes shown as owing on such Tax Returns
        or
        assessed by any Taxing Authority (other than Taxes the validity of which
        are
        being contested in good faith by appropriate proceedings). Between the date
        of
        the Greenwich Balance Sheet and the Closing Date, Greenwich has not incurred
        (or
        will not incur) a Tax Liability other than a Tax Liability in the ordinary
        course of business and in accordance with past custom and practice. The
        assessment of any additional Taxes for periods for which Tax Returns have
        been
        filed is not expected to exceed reserves made in accordance with GAAP and
        reflected in the Greenwich Financial Statements and the Greenwich Balance
        Sheet
        and, to Greenwich's knowledge, there are no material unresolved questions
        or
        claims concerning Greenwich's Tax Liability. Greenwich's Tax Returns have
        not
        been reviewed or audited by any Taxing Authority, and no deficiencies for
        any
        Taxes have been proposed, asserted or assessed either orally or in writing
        against Greenwich that are not adequately reserved for in accordance with
        GAAP.
        No liens exist for Taxes (other than liens for Taxes not yet due and payable)
        with respect to any of the assets or properties of Greenwich.
 
 (c)  Greenwich
        has no outstanding agreements or waivers extending, or having the effect
        of
        extending, the statute of limitations with respect to the assessment or
        collection of any Tax or the filing of any Tax Return.
 
 (d)  Greenwich
        is not a party to or bound by any tax-sharing agreement, tax indemnity
        obligation or similar agreement, arrangement or practice with respect to
        Taxes
        (including any advance pricing agreement, closing agreement or other agreement
        relating to Taxes with any Taxing Authority).
 
 (e)  Greenwich
        shall not be required to include in a taxable period ending after the Closing
        Date any taxable income attributable to income that accrued in a prior taxable
        period but was not recognized in any prior taxable period as a result of
        the
        installment method of accounting, the long-term contract method of accounting,
        the cash method of accounting or Section 481 of the Code or any comparable
        provision of state, local or foreign Tax law, or for any other
        reason.
 
 (f)  Neither
        Greenwich nor any of its affiliates has made, with respect to Greenwich,
        any
        consent under Section 341 of the Code; no property of Greenwich is “tax exempt
        use property” within the meaning of Section 168(h) of the Code; and none of the
        assets of Greenwich is subject to a lease under Section 7701(h) of the Code
        or
        under any predecessor section thereof.
 
 (g)  Greenwich
        has complied in all material respects with all applicable laws relating to
        the
        payment and withholding of Taxes (including, without limitation, withholding
        of
        Taxes pursuant to Sections 1441, 1442, 3121, 3402 and 3406 of the Code or
        any
        comparable provision of any state, local or foreign laws) and has, within
        the
        time and in the manner prescribed by applicable law, withheld from and paid
        over
        to the proper Taxing Authorities all amounts required to be so withheld and
        paid
        over under applicable laws.
 
 (h)  The
        net
        operating losses (“NOLs”) of Greenwich are not, as of the date hereof, subject
        to Sections 382 or 269 of the Code, Regulations Section 1.1502-21(c), or
        any
        similar provisions or Regulations otherwise limiting the use of the NOLs
        of
        Greenwich.
 
 (i)  Greenwich
        is not, and has not been for the five years preceding the Closing, a “United
        States real property holding company” (as such term is defined in Section
        897(c)(2) of the Code).
  
 
 (j)  As
        of the
        date hereof, to the knowledge of Greenwich, Greenwich has not taken or agreed
        to
        take any action or failed to take any action that would prevent the Merger
        from
        constituting a reorganization within the meaning of Section 368(a) of the
        Code.
 
 (k)  Any
        deficiency resulting from any audit or examination relating to Taxes of
        Greenwich by any Taxing Authority has been timely paid.
 
 (l)  No
        power
        of attorney with respect to any Taxes has been executed or filed with any
        Taxing
        Authority by or on behalf of Greenwich.
 
 2.8  Patents
        and Trademarks .
 
 (a)   Greenwich
        owns, or has the right to use pursuant to valid license, sublicense, agreement,
        or permission, all intellectual property rights used in or necessary for
        the
        operation of its business as presently conducted. To Greenwich’s knowledge,
        except as set forth in Section 2.8 of the Greenwich Schedule, (i) such
        intellectual property rights are owned free and clear of royalty obligations
        and
        Encumbrances, (ii) the execution and delivery of this Agreement and the closing
        of the transaction contemplated hereby will not alter or impair any such
        rights,
        (iii) the use of all such intellectual property by Greenwich does not infringe
        or violate the intellectual property rights of any person or entity, and
        (iv)
        Greenwich has not granted any person or entity any rights, pursuant to written
        license agreement or otherwise, to use such intellectual property. Greenwich
        has
        taken, and shall continue to take through the Closing Date, all necessary
        action
        to maintain and protect each item of intellectual property that it owns or
        uses.
 
 (b)   Section
        2.8 of the Greenwich Schedule identifies (i) each patent, trademark, trade
        name,
        service name or copyright with respect to any of Greenwich’s intellectual
        property, all applications and registration statements therefor and renewals
        thereof (and sets forth correct and complete copies of all such patents,
        registrations and applications (as amended to date)) and (ii) all intellectual
        property that Greenwich uses pursuant to license, sublicense, agreement,
        or
        permission, all of which are valid and in full force and effect, and the
        execution and delivery of this Agreement and the closing of the transaction
        contemplated hereby will not alter or impair any such rights.
 
 (c)   Greenwich
        has at all times used reasonable efforts to protect all trade secrets related
        to
        its intellectual property.
 
 2.9  Compliance;
        Permits; Restrictions .
 
 (a)  Greenwich
        is not in conflict with, or in default or violation of (i) any law, rule,
        regulation, order, judgment or decree applicable to Greenwich or by which
        its or
        any of its respective properties is bound or affected, or (ii) any note,
        bond,
        mortgage, indenture, contract, agreement, lease, license, permit, franchise
        or
        other instrument or obligation to which Greenwich is a party or by which
        Greenwich or its or any of its properties is bound or affected except for
        those
        conflicts, defaults or violations which would not be reasonably expected
        to have
        a Greenwich Material Adverse Effect. To the knowledge of Greenwich, no
        investigation or review by any Governmental Entity is pending or threatened
        against Greenwich, nor has any Governmental Entity indicated in writing an
        intention to conduct the same other than those which would not reasonably
        be
        expected to have a Greenwich Material Adverse Effect. There is no agreement,
        judgment, injunction, order or decree binding upon Greenwich which has or
        would
        reasonably be expected to have the effect of prohibiting or materially impairing
        any business practice of Greenwich, any acquisition of material property
        by
        Greenwich or the conduct of business by Greenwich as currently
        conducted.
  
 
 (b)  Greenwich
        holds all permits, licenses, variances, exemptions, orders and approvals
        from
        Governmental Entities which are necessary to the conduct of its business
        except
        those the absence of which would not, individually or in the aggregate,
        reasonably be likely to have a Greenwich Material Adverse Effect (collectively,
        the “Greenwich Permits”). Greenwich is in compliance in all material respects
        with the terms of the Greenwich Permits.
 
 2.10  Litigation .
        There
        is no action, suit, proceeding, claim, arbitration or investigation pending,
        including derivative suits brought by or on behalf of Greenwich or as to
        which
        Greenwich has received any written notice of assertion nor, to Greenwich's
        knowledge, is there a threatened action, suit, proceeding, claim, arbitration
        or
        investigation against Greenwich seeking to delay, limit or enjoin the
        transactions contemplated by this Agreement or which might reasonably be
        expected to have a Greenwich Material Adverse Effect.
 
 2.11  Brokers'
        and Finders' Fees .
        Greenwich has not incurred, nor will it incur, directly or indirectly, any
        Liability for brokerage or finders' fees or agents' commissions or any similar
        charges in connection with this Agreement or any transaction contemplated
        hereby, other than finders’ fees, the payment for which will be the sole
        responsibility of Greenwich.
 
 2.12  Labor
        Agreements and Actions; Employee Benefit Plans .
 
 (a)  Greenwich
        is not bound by or subject to (and none of its assets or properties is bound
        by
        or subject to) any written or oral, express or implied, contract, commitment
        or
        arrangement with any labor union, and no labor union has requested or, to
        the
        knowledge of Greenwich, has sought to represent any of the employees,
        representatives, or agents of Greenwich. There is no strike or other labor
        dispute involving Greenwich pending or, to the knowledge of Greenwich,
        threatened, nor is Greenwich aware of any labor organization activity involving
        its employees.
 
 (b)  Greenwich
        has not and does not sponsor, maintain, contribute to, or is required to
        contribute to, or has any Liabilities or responsibilities for, any pension,
        profit-sharing or other retirement, bonus, deferred compensation, employment
        agreement, severance agreement, compensation, stock purchase, stock option,
        severance or termination pay, hospitalization or other medical, life or other
        insurance, long- or short-term disability, fringe benefit, sick pay, or vacation
        pay, or other employee benefit plan, program, agreement, or arrangement or
        policy, whether formal or informal, funded or unfunded, written or unwritten,
        and whether legally binding for any current or former employee or any current
        or
        former director or consultant of Greenwich, or of any trade or business,
        whether
        or not incorporated, that together with Greenwich would be deemed a “single
        employer” within the meaning of Section 4001(a)(14) of the Employee Retirement
        Income Security Act of 1974, as amended (“ERISA”), and the rules and regulations
        promulgated thereunder, except those that may be terminated without penalty
        on
        thirty (30) days notice.
 
 (c)  Greenwich
        has never represented, promised or contracted (whether in oral or written
        form)
        to or with any employee(s) that such employee(s) would be provided with retiree
        health or life benefits.
 
 (d)  The
        consummation of the transactions contemplated by this Agreement will not
        (x)
        entitle any employees of Greenwich or its subsidiaries to severance pay,
        (y)
        accelerate the time of payment or vesting or trigger any payment or funding
        of
        compensation or benefits under, increase the amount payable or trigger any
        other
        material obligation pursuant to, any cash or equity compensation or benefit
        plan
        maintained by Greenwich or any subsidiary or any agreement between Greenwich
        or
        any subsidiary and any employee or director of Greenwich or a subsidiary
        or (z)
        result in any breach or violation of, or a default under, any such plans
        or
        agreements.
  
 
 (e)  Any
        amount that could be received (whether in cash, property, or vesting of
        property) as a result of the transaction contemplated by this Agreement by
        any
        officer, director, employee or independent contractor of Greenwich, who is
        a
“disqualified individual” (as defined in Treasury Regulation Section 1.280G-1),
        under any employment arrangement or cash or equity compensation or benefit
        plan
        maintained by Greenwich or a subsidiary would not be characterized as an
“excess
        parachute payment” (as defined in Section 280G of the Code).
 
 2.13  Absence
        of Encumbrances .
        Greenwich has good and valid title to, or, in the case of leased properties
        and
        assets, valid leasehold interests in, all of its tangible properties and
        assets,
        real, personal and mixed, used in its business, free and clear of any
        Encumbrances except (i) as reflected in the Greenwich Financial Statements,
        (ii)
        for liens for taxes not yet due and payable and (iii) for such imperfections
        of
        title and Encumbrances, if any, which would not be reasonably expected to
        have a
        Greenwich Material Adverse Effect.
 
 2.14  Environmental
        Matters .
 
 (a)  *Hazardous
        Materials Activities* .
        To its
        knowledge, except as would not reasonably be likely to result in a material
        Liability to Greenwich (in any individual case or in the aggregate), (i)
        Greenwich has not transported, handled, treated, stored, used, manufactured,
        distributed, disposed of, released or exposed its employees or others to
        pollutants, contaminants, hazardous wastes, or any toxic, radioactive or
        otherwise hazardous materials (“Hazardous Materials”) and (ii) Greenwich has not
        disposed of, transported, sold, used, released, exposed its employees or
        others
        to or manufactured any product containing a Hazardous Material (collectively,
        “Hazardous Materials Activities”), in either case, in violation of any
        applicable law, rule, regulation, treaty or statute promulgated by any
        Governmental Entity in effect prior to or as of the date hereof to prohibit,
        regulate or control Hazardous Materials or any Hazardous Materials
        Activity.
 
 (b)  *Environmental
        Liabilities* .
        No
        action, proceeding, revocation proceeding, amendment procedure, writ, injunction
        or claim is pending, or to Greenwich's knowledge, threatened against Greenwich
        concerning (i) any Greenwich Permit relating to any environmental matter,
        (ii)
        any Hazardous Material or (iii) any Hazardous Materials Activity of Greenwich.
        Greenwich is not aware of any fact or circumstance which could reasonably
        involve Greenwich in any environmental litigation or impose upon Greenwich
        any
        Liability related to Hazardous Materials or Hazardous Materials
        Activity.
 
 (c)  *Compliance
        with Environmental Laws* .
        Each of Greenwich and its predecessors and affiliates have complied and are
        in
        compliance, in each case in all material respects, with all applicable laws,
        rules, regulations, treaties and statutes promulgated by any Governmental
        Entity
        in effect prior to or as of the date hereof to prohibit, regulate or control
        Hazardous Materials or any Hazardous Materials Activity.
 
 2.15  Agreements .
 
 (a)  Section
        2.15(a) of the Greenwich Schedule lists all written agreements between Greenwich
        and any of its officers, directors, employees or stockholders or any affiliate
        thereof.
 
 (b)  Section
        2.15(b) of the Greenwich Schedule lists all written agreements to which
        Greenwich is a party or by which it is bound which (i) involve obligations
        (contingent or otherwise) of, or payments to, Greenwich in excess of $25,000,
        (ii) are material to the conduct and operations of Greenwich's business or
        properties (including, without limitation, the license of any intellectual
        property to or from Greenwich), (iii) restrict or materially adversely affect
        the development, manufacture, sale, marketing or distribution of Greenwich's
        products or services, (iv) relate to the employment or compensation of any
        employee or consultant, (v) are of duration of six months or more and not
        cancelable without penalty by Greenwich on 30 days or less notice or (vi)
        relate
        to the sale, lease, pledge or other disposition of any material assets of
        or to
        Greenwich.
  
 
 (c)  Neither
        Greenwich, nor to Greenwich's knowledge any other party to a Greenwich Contract
        (as defined below), is in breach, violation or default under, and Greenwich
        has
        not been notified that it has breached, violated or defaulted under, any
        of the
        material terms or conditions of any of the agreements, contracts or commitments
        to which Greenwich is a party or by which it is bound that are required to
        be
        disclosed in Sections 2.15(a) or 2.15(b) of the Greenwich Schedule (any such
        agreement, contract or commitment, a “Greenwich Contract”) in such a manner as
        would permit any other party to cancel or terminate any such Greenwich Contract,
        or would permit any other party to seek material damages or other remedies
        (for
        any or all of such breaches, violations or defaults, in the
        aggregate).
 
 (d)  Each
        of
        the Greenwich Contracts are legal, valid, binding and enforceable and in
        full
        force and effect with respect to Greenwich and, to Greenwich’s knowledge, with
        respect to each other party thereto, in either case subject to the effect
        of
        bankruptcy, insolvency, moratorium or other similar laws affecting the
        enforcement of creditors' rights generally and except as the availability
        of
        equitable remedies may be limited by general principles of equity; and the
        Greenwich Contracts will continue to be legal, valid, binding and enforceable
        and in full force and effect immediately following the Closing in accordance
        with the terms thereof as in effect prior to the Closing subject to the effect
        of bankruptcy, insolvency, moratorium or other similar laws affecting the
        enforcement of creditors' rights generally and except as the availability
        of
        equitable remedies may be limited by general principles of equity.
 
 (e)  Greenwich
        has not been notified that any party to any of the Greenwich Contracts intends
        to cancel, terminate, proposes to amend, not renew or exercise an option
        under
        any of Greenwich Contracts, whether in connection with the transactions
        contemplated hereby or otherwise nor is Greenwich aware of any intention
        by any
        party to any Greenwich Contract to effect any of the foregoing.
 
 2.16  Board
        Approval .
        The
        Board of Directors of Greenwich has, as of or prior to the date of this
        Agreement, at a meeting duly called and held, duly adopted resolutions (i)
        approving this Agreement, the Merger and the transactions contemplated hereby
        and thereby, (ii) determining that the terms of the Merger and the transactions
        contemplated thereby are fair to and in the best interests of Greenwich and
        its
        stockholders, (iii) recommending that that the stockholders of Greenwich
        adopt
        this Agreement and (iv) declaring that this Agreement and the Merger are
        advisable.
 
 2.17  Regulatory
        Compliance .
 
 (a)  Neither
        Greenwich nor any officer, employee, agent or affiliate of Greenwich has
        made
        any untrue statement of a material fact or fraudulent statement to the U.
        S.
        Food and Drug Administration (“FDA”) or other Governmental Entity, failed to
        disclose a fact required to be disclosed to the FDA or any other Governmental
        Entity, or committed an act, made a statement, or failed to make a statement
        that, at the time such disclosure was made, could reasonably be expected
        to
        provide a basis for the FDA or any other Governmental Entity to invoke its
        policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and
        Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) or any
        similar policy. Neither Greenwich nor any officer, employee, agent or affiliate
        of Greenwich has been convicted of any crime or engaged in any conduct for
        which
        debarment is mandated by 21 U.S.C. sec. 335a(a) or any similar law or authorized
        by 21 U.S.C. sec. 335a(b) or any similar law.
  
 
 (b)  Greenwich
        has not received any written notice that the FDA or any other Governmental
        Entity has commenced, or threatened to initiate, any action to impose a clinical
        hold on any clinical investigation by Greenwich, or enter into a consent
        decree
        or permanent injunction with Greenwich which would have a Greenwich Material
        Adverse Effect.
 
 (c)  No
        person
        has filed a claim for loss or potential loss under any indemnity covering
        participants in clinical trials conducted or being conduced by
        Greenwich.
 
 (d)  Greenwich
        has provided or made available to Parent all documents in its possession
        concerning communication to or from FDA or prepared by FDA which bear in
        any
        material respect on compliance with FDA regulatory requirements, including,
        but
        not limited to, any deficiency letter, warning letter, non-approvable
        letter/order, withdrawal letter/order, or similar communications.
 
 2.18  Insurance .
        Greenwich does not maintain any insurance policies.
 
 2.19  Disclosure .
        No
        representation or warranty of the parties to this Agreement and no statement
        in
        the Greenwich Schedule, taken together, omits to state a material fact necessary
        to make the statements herein or therein, in light of the circumstances in
        which
        they were made, not misleading.
 
 **ARTICLE
        III**
 **REPRESENTATIONS
        AND WARRANTIES**
 **OF
        PARENT AND VQ MERGER SUB**
 
 Except
        as
        set forth in the corresponding sections or subsections of the letter of
        exceptions delivered to Greenwich by Parent on or prior to entering into
        this
        Agreement and incorporated herein by this reference (the “Parent Schedule”),
        each of Parent and VQ Merger Sub, jointly and severally, hereby represents
        and
        warrants to Greenwich that:
 
 3.1  Organization
        of Parent and Subsidiaries .
 
 (a)  Parent
        and each of its subsidiaries is a corporation duly organized, validly existing
        and in good standing under the laws of the jurisdiction of its organization;
        has
        the corporate power and authority to own, lease and operate its assets and
        property and to carry on its business as now being conducted; and is duly
        qualified to do business and in good standing in each jurisdiction in which
        the
        failure to be so qualified would have a Parent Material Adverse Effect. As
        used
        in this Agreement, the term “Parent Material Adverse Effect” means a material
        adverse effect on the condition (financial or otherwise), business, assets
        or
        results of operations of Parent and its subsidiaries as a whole or on the
        ability of Parent or VQ Merger Sub to consummate the transactions contemplated
        by this Agreement; it being understood, however, that Parent's continuing
        incurrence of losses, as long as such losses are in the ordinary course of
        business shall not, alone, be deemed to be a Parent Material Adverse Effect.
 
 (b)  Section
        3.1 of the Parent Schedule lists each subsidiary of Parent and its respective
        jurisdiction of organization. Except for the capital stock of its subsidiaries,
        Parent does not own, directly or indirectly, any capital stock or ownership
        interest in any person. VQ Merger Sub has no subsidiaries.
 
 (c)  Parent
        has delivered or made available to Greenwich a true and correct copy of the
        articles or certificate of incorporation and bylaws of each of Parent and
        VQ
        Merger Sub, each as amended to date (the “Parent Charter Documents” and the
“Merger Sub Charter Documents”, respectively), and the comparable charter and
        organizational documents of each other subsidiary of Parent, and each such
        instrument is in full force and effect. Neither Parent nor VQ Merger Sub
        is in
        violation of any of the provisions of their respective Charter
        Documents.
  
 
 3.2  Capital
        Structure .
        The
        authorized capital stock of Parent consists of 50,000,000 shares of Common
        Stock, par value $0.01 per share, of which there are 17,827,924 shares issued
        and outstanding as of the date hereof. The authorized capital stock of VQ
        Merger
        Sub consists of 100 shares of Common Stock, par value $0.01 per share, of
        which
        there are 100 shares issued and outstanding as of the date hereof. The
        authorized capital stock of each other subsidiary of Parent is as set forth
        in
        Section 3.2 of the Parent Schedule. All outstanding shares of the capital
        stock
        of Parent and each of its subsidiaries are duly authorized, validly issued,
        fully paid and non-assessable, were issued in compliance with applicable
        securities laws and are not subject to preemptive rights created by statute,
        the
        Parent Charter Documents, the Merger Sub Charter Documents or the charter
        documents of such subsidiary or any agreement or document to which Parent
        or
        such subsidiary is a party or by which it is bound. All of the outstanding
        capital stock of each subsidiary of Parent is directly or indirectly owned
        by
        Parent, free and clear of any Encumbrance. Except as set forth in Section
        3.2 of
        the Parent Schedule, neither Parent nor any of its subsidiaries has any options
        or warrants to purchase capital stock or other equity interests
        outstanding.
 
 3.3  Obligations
        With Respect to Capital Stock .
        Except
        as set forth in Section 3.2 of the Parent Schedule, there are no equity
        securities, partnership interests or similar ownership interests of any class
        of
        capital stock, or any securities exchangeable or convertible into or exercisable
        for such equity securities, partnership interests or similar ownership interests
        issued, reserved for issuance or outstanding with respect to Parent or any
        of
        its subsidiaries. Except as set forth in Section 3.2 of the Parent Schedule,
        there are no options, warrants, equity securities, partnership interests
        or
        similar ownership interests, calls, rights (including preemptive rights),
        commitments or agreements of any character to which Parent or any of its
        subsidiaries is a party or by which it is bound obligating Parent or such
        subsidiary to issue, deliver or sell, or cause to be issued, delivered or
        sold,
        or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption
        or acquisition, of any shares of capital stock of Parent or any of its
        subsidiaries or obligating Parent or any of its subsidiaries to grant, extend,
        accelerate the vesting of or enter into any such option, warrant, equity
        security, partnership interest or similar ownership interest, call, right,
        commitment or agreement. None of the options set forth in Section 3.2 of
        the
        Parent Schedule qualify as “incentive stock options” as defined under Section
        422 of the Internal Revenue Code of 1986, as amended. There are no registration
        rights and, to the knowledge of Parent there are no voting trusts, proxies
        or
        other agreements or understandings with respect to any equity security,
        partnership interest or similar ownership interest with respect to Parent
        or any
        of its subsidiaries.
 
 3.4  Authority .
 
 (a)  Each
        of
        Parent and VQ Merger Sub has all requisite corporate power and authority
        to
        enter into this Agreement and to consummate the transactions contemplated
        hereby. The execution and delivery of this Agreement and the consummation
        of the
        transactions contemplated hereby, have been duly authorized by all necessary
        corporate action on the part of each of Parent and VQ Merger Sub, subject
        only
        to the approval of the Reincorporation Proposal by Parent shareholders and
        the
        filing and recordation of the Certificate of Merger pursuant to the DGCL.
        No
“control share acquisition,” state takeover statute or similar statute or
        regulation applies or purports to apply to Parent or VQ Merger Sub with respect
        to this Agreement, the Merger or the transactions contemplated hereby or
        thereby.
  
 
 (b)  This
        Agreement has been duly executed and delivered by each of Parent and VQ Merger
        Sub and, assuming the due authorization, execution and delivery by Greenwich,
        constitutes the valid and binding obligation of each of Parent and VQ Merger
        Sub, enforceable in accordance with its terms, except as enforceability may
        be
        limited by bankruptcy, insolvency, fraudulent transfer, reorganization,
        moratorium and other similar laws and general principles of equity. The
        execution and delivery of this Agreement by each of Parent and VQ Merger
        Sub, do
        not, and the performance of this Agreement by each of Parent and VQ Merger
        Sub,
        will not (i) conflict with or violate the Parent Charter Documents or the
        Merger
        Sub Charter Documents, (ii) subject to compliance with the requirements set
        forth in Section 3.4(c) below, conflict with or violate any law, rule,
        regulation, order, judgment or decree applicable to Parent or VQ Merger Sub,
        respectively, or by which its or any of their respective properties is bound
        or
        affected or (iii) result in any breach of, or constitute a default (or an
        event
        that with notice or lapse of time or both would become a default) under,
        or
        impair any of, Parent's or VQ Merger Sub's rights or alter the rights or
        obligations of any third party under, or to Parent's knowledge, give to others
        any rights of termination, amendment, acceleration or cancellation of, or
        result
        in the creation of an Encumbrance on any of the properties or assets of Parent
        or VQ Merger Sub, respectively, pursuant to, any note, bond, mortgage,
        indenture, contract, agreement, lease, license, permit, franchise or other
        instrument or obligation to which any of Parent or VQ Merger Sub is a party
        or
        by which Parent or VQ Merger Sub, or any of their respective properties are
        bound or affected, except to the extent such conflict, violation, breach,
        default, impairment or other effect would not, in the case of clause (ii)
        or
        (iii), individually or in the aggregate, reasonably be expected to have a
        Parent
        Material Adverse Effect or prevent or delay consummation of the Merger in
        any
        material respect or otherwise prevent Parent or VQ Merger Sub from performing
        its obligations under this Agreement in any material respect.
 
 (c)  No
        consent, approval, order or authorization of, or registration, declaration
        or
        filing with any Governmental Entity is required by or with respect to either
        Parent or VQ Merger Sub in connection with the execution and delivery of
        this
        Agreement or the consummation of the transactions contemplated hereby, except
        for (i) the filing of the Certificate of Merger with the Secretary of State
        of
        Delaware, (ii) such consents, approvals, orders, authorizations, registrations,
        declarations and filings as may be required under applicable federal and
        state
        securities laws and (iii) such other consents, authorizations, filings,
        approvals and registrations which, if not obtained or made, individually
        or in
        the aggregate, would not be reasonably likely to have a Parent Material Adverse
        Effect.
 
 3.5  Parent
        SEC Filings; Parent Financial Statements .
 
 (a)  Since
        February 18, 2003, Parent has timely filed all forms, reports and documents
        required to be filed with the SEC by applicable law. All such required forms,
        reports and documents (including the financial statements, exhibits and
        schedules thereto and those documents that the Parent may file subsequent
        to the
        date hereof) are collectively referred to herein as the “Parent SEC Reports” and
        Parent has provided or made available to Greenwich copies thereof and of
        all
        correspondence to or from the SEC with respect to the Parent. As of their
        respective dates, the Parent SEC Reports (i) were prepared in accordance
        with
        the requirements of the Securities Act of 1933, as amended (the “Securities
        Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
        as the case may be, and the rules and regulations of the SEC thereunder
        applicable to such Parent SEC Reports, and (ii) did not at the time they
        were
        filed (or if amended or superseded by a filing prior to the date of this
        Agreement, then on the date of such filing) contain any untrue statement
        of a
        material fact or omit to state a material fact required to be stated therein
        or
        necessary in order to make the statements therein, in the light of the
        circumstances under which they were made, not misleading.
 
 (b)  Each
        of
        the financial statements (including, in each case, any related notes thereto)
        contained in the Parent SEC Reports (the “Parent Financials”), including any
        Parent SEC Reports filed after the date hereof until the Closing, as of their
        respective dates, (i) complied as to form in all material respects with the
        published rules and regulations of the SEC with respect thereto, (ii) was
        prepared in accordance with GAAP applied on a consistent basis throughout
        the
        periods involved (except as may be indicated in the notes thereto or, in
        the
        case of unaudited interim financial statements, as may be permitted by the
        SEC
        on Form 10-QSB under the Exchange Act) and (iii) fairly presented the financial
        position of the Parent at the respective dates thereof and the consolidated
        results of its operations and cash flows for the periods indicated, except
        that
        the unaudited interim financial statements were or are subject to normal
        and
        recurring year-end adjustments which were not, or are not expected to be,
        material in amount. The balance sheet of the Parent as of December 31, 2004
        is
        hereinafter referred to as the “Parent Balance Sheet.” Except as disclosed in
        the Parent Financials, the Parent does not have any Liabilities of a nature
        required to be disclosed on a balance sheet or in the related notes to the
        consolidated financial statements prepared in accordance with GAAP which
        are,
        individually or in the aggregate, material to the business, results of
        operations or financial condition of the Parent, except Liabilities (i) provided
        for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent
        Balance Sheet in the ordinary course of business consistent with past practices
        and which would not reasonably be expected to have a Parent Material Adverse
        Effect.
  
 
 (c)  Parent
        has heretofore furnished to Greenwich a complete and correct copy of any
        amendments or modifications to the Parent SEC Reports, if any, which have
        not
        yet been filed with the SEC but which will be required to be filed, to
        agreements, documents or other instruments which previously had been filed
        by
        the Parent with the SEC pursuant to the Securities Act or the Exchange
        Act.
  3.6  Absence
        of Certain Changes or Events .
        Except
        as disclosed in the Parent SEC Reports filed prior to the date hereof or
        as
        contemplated by this Agreement, since the date of the Parent Balance Sheet,
        Parent has conducted its business only in, and has not engaged in any material
        transaction other than according to, the ordinary and usual course of such
        businesses and there has not been (i) any change that individually or in
        the
        aggregate, has had or is reasonably likely to have a Parent Material Adverse
        Effect; (ii) any material damage, destruction or other casualty loss with
        respect to any material asset or property owned, leased or otherwise used
        by
        Parent or VQ Merger Sub, whether or not covered by insurance; (iii) any
        declaration, setting aside or payment of any dividend or other distribution
        in
        cash, stock or property in respect of the capital stock of Parent, except
        for
        dividends or other distributions on its capital stock publicly announced
        prior
        to the date hereof and except as expressly permitted hereby; (iv) any event
        that
        would constitute a violation of Section 4.1 or Section 4.2 hereof, if such
        event
        occurred after the date of this Agreement and prior to the Effective Time;
        or
        (v) any change by Parent in accounting principles, practices or methods.
        Since
        the date of the Parent Balance Sheet, there has not been any increase in
        the
        compensation payable or that could become payable by Parent or any of its
        subsidiaries to officers or key employees or any amendment of the Parent
        Option
        Plan (as defined below) other than increases or amendments in the ordinary
        course of business or (y) as required by any relevant employment agreement,
        option agreement or (z) which, individually or in the aggregate, would not
        reasonably be expected to have a Parent Material Adverse Effect.
 
 3.7  Tax
        Matters .
 
 (a)  Parent
        has (i) timely filed all Tax Returns that are required to have been filed
        by it
        with all appropriate Taxing Authorities (and all such returns are true and
        correct and fairly reflect in all material respects its operations for tax
        purposes), and (ii) timely paid all Taxes shown as owing on such Tax Returns
        or
        assessed by any Taxing Authority (other than Taxes the validity of which
        are
        being contested in good faith by appropriate proceedings). Between the date
        of
        the Parent Balance Sheet and the Closing Date, neither Parent nor VQ Merger
        Sub
        has incurred (or will incur) a Tax Liability other than a Tax Liability in
        the
        ordinary course of business and in accordance with past custom and practice.
        The
        assessment of any additional Taxes for periods for which Tax Returns have
        been
        filed is not expected to exceed reserves made in accordance with GAAP and
        reflected in the Parent Financial Statements and the Parent Balance Sheet
        and,
        to Parent's knowledge, there are no material unresolved questions or claims
        concerning Parent's Tax Liability. Parent's Tax Returns have not been reviewed
        or audited by any Taxing Authority and no deficiencies for any Taxes have
        been
        proposed, asserted or assessed either orally or in writing against Parent
        or VQ
        Merger Sub that are not adequately reserved for in accordance with GAAP.
        No
        liens exist for Taxes (other than liens for Taxes not yet due and payable)
        with
        respect to any of the assets or properties of Parent or VQ Merger
        Sub.
  
 
 (b)  Neither
        Parent nor VQ Merger Sub has outstanding any agreements or waivers extending,
        or
        having the effect of extending, the statute of limitations with respect to
        the
        assessment or collection of any Tax or the filing of any Tax
        Return.
 
 (c)  Neither
        Parent nor VQ Merger Sub is a party to or bound by any tax-sharing agreement,
        tax indemnity obligation or similar agreement, arrangement or practice with
        respect to Taxes (including any advance pricing agreement, closing agreement
        or
        other agreement relating to Taxes with any Taxing Authority).
 
 (d)  Parent
        shall not be required to include in a taxable period ending after the Closing
        Date any taxable income attributable to income that accrued in a prior taxable
        period but was not recognized in any prior taxable period as a result of
        the
        installment method of accounting, the long-term contract method of accounting,
        the cash method of accounting or Section 481 of the Code or any comparable
        provision of state, local or foreign Tax law, or for any other
        reason.
 
 (e)  Neither
        Parent nor VQ Merger Sub or affiliates has made, with respect to Parent,
        any
        consent under Section 341 of the Code; no property of Parent is “tax exempt use
        property” within the meaning of Section 168(h) of the Code; and none of the
        assets of Parent is subject to a lease under Section 7701(h) of the Code
        or
        under any predecessor section thereof.
 
 (f)  Parent
        has complied in all material respects with all applicable laws relating to
        the
        payment and withholding of Taxes (including, without limitation, withholding
        of
        Taxes pursuant to Sections 1441, 1442, 3121, 3402 and 3406 of the Code or
        any
        comparable provision of any state, local or foreign laws) and has, within
        the
        time and in the manner prescribed by applicable law, withheld from and paid
        over
        to the proper Taxing Authorities all amounts required to be so withheld and
        paid
        over under applicable laws.
 
 (g)  The
        NOLs
        of Parent or VQ Merger Sub are not, as of the date hereof, subject to Sections
        382 or 269 of the Code, Regulations Section 1.1502-21(c), or any similar
        provisions or Regulations otherwise limiting the use of the NOLs of Parent
        or VQ
        Merger Sub.
 
 (h)  Parent
        is
        not, and has not been for the five years preceding the Closing, a “United States
        real property holding company” (as such term is defined in Section 897(c)(2) of
        the Code).
 
 (i)  As
        of the
        date hereof, to the knowledge of Parent, neither Parent nor VQ Merger Sub
        has
        taken or agreed to take any action or failed to take any action that would
        prevent the Merger from constituting a reorganization within the meaning
        of
        Section 368(a) of the Code.
 
 (j)  Any
        deficiency resulting from any audit or examination relating to Taxes of Parent
        by any Taxing Authority has been timely paid.
 
 (k)  No
        power
        of attorney with respect to any Taxes has been executed or filed with any
        Taxing
        Authority by or on behalf of Parent.
 
 (l)  The
        total
        adjusted tax basis of the assets of each of Parent and VQ Merger Sub equals
        or
        exceeds the sum of any Liabilities of Parent.
  
 
 (m)  As
        of the date of this Agreement it is the present intention, and as of the
        date of
        the Closing it will be the present intention, of Parent to continue, either
        in
        the form of Greenwich as a wholly owned subsidiary of Parent or through a
        member
        of Parent’s “qualified group” (as defined in Regulations Section 1.368-1(d)(4)),
        at least one significant historic business line of Greenwich, or to use at
        least
        a significant portion of Greenwich's historic business assets in a business,
        in
        each case within the meaning of Regulations Section 1.368-1(d). As of the
        date
        of the Merger, (i) Parent will own all of the outstanding stock or
        other
        equity interests in VQ Merger Sub, and (ii) Parent will be in “control” of
        VQ Merger Sub within the meaning of Code Section 368(c). Parent has no plan
        or
        present intention to sell, transfer or otherwise dispose of any of the stock
        of
        Greenwich following the Merger, and Parent has no present plan or intention
        to
        cause Greenwich to issue additional stock following the Merger, that in either
        case would result in Parent’s not having “control” of Greenwich within the
        meaning of Code Section 368(c).
 
 3.8  Patents
        and Trademarks .
 
 (a)  Parent
        and each of its subsidiaries owns, or has the right to use pursuant to valid
        license, sublicense, agreement, or permission, all intellectual property
        rights
        used in or necessary for the operation of its business as presently conducted.
        To Parent’s knowledge, except as set forth in Section 3.8 of the Parent
        Schedule, (i) such intellectual property rights are owned free and clear
        of
        royalty obligations and Encumbrances, (ii) the execution and delivery of
        this
        Agreement and the closing of the transaction contemplated hereby will not
        alter
        or impair any such rights, (iii) the use of all such intellectual property
        by
        Parent and each of its subsidiaries does not infringe or violate the
        intellectual property rights of any person or entity, and (iv) neither Parent
        nor any of its subsidiaries has granted any person or entity any rights,
        pursuant to written license agreement or otherwise, to use such intellectual
        property. Parent and each of its subsidiaries has taken, and shall continue
        to
        take through the Closing Date, all necessary action to maintain and protect
        each
        item of intellectual property that it owns or uses.
 
 (b)  Section
        3.8 of the Parent Schedule identifies (i) each patent, trademark, trade name,
        service name or copyright with respect to any of Parent’s or its subsidiaries’
        intellectual property, all applications and registration statements therefor
        and
        renewals thereof (and sets forth correct and complete copies of all such
        patents, registrations and applications (as amended to date)) and (ii) all
        intellectual property that Parent and each of its subsidiaries uses pursuant
        to
        license, sublicense, agreement, or permission, all of which are valid and
        in
        full force and effect, and the execution and delivery of this Agreement and
        the
        closing of the transaction contemplated hereby will not alter or impair any
        such
        rights.
 
 (c)  Parent
        and each of its subsidiaries has at all times used reasonable efforts to
        protect
        all trade secrets related to its intellectual property.
 
 3.9  Compliance;
        Permits; Restrictions .
 
 (a)  Neither
        Parent nor any of its subsidiaries is in conflict with, or in default or
        violation of (i) any law, rule, regulation, order, judgment or decree applicable
        to Parent or such subsidiary or by which its or any of their respective
        properties is bound or affected, or (ii) any note, bond, mortgage, indenture,
        contract, agreement, lease, license, permit, franchise or other instrument
        or
        obligation to which Parent or any of its subsidiaries is a party or by which
        Parent or any of its subsidiaries or its or any of their respective properties
        is bound or affected except for those conflicts, defaults or violations which
        would not be reasonably expected to have a Parent Material Adverse Effect.
        To
        the knowledge of Parent, no investigation or review by any Governmental Entity
        is pending or threatened against Parent or any of its subsidiaries, nor has
        any
        Governmental Entity indicated in writing an intention to conduct the same;
        other
        than those which would not reasonably be expected to have a Parent Material
        Adverse Effect. There is no agreement, judgment, injunction, order or decree
        binding upon Parent or any of its subsidiaries which has or would reasonably
        be
        expected to have the effect of prohibiting or materially impairing any business
        practice of Parent or any of its subsidiaries, any acquisition of material
        property by Parent or any of its subsidiaries or the conduct of business
        by
        Parent or any of its subsidiaries as currently conducted.
  
 
 (b)  Parent
        and each of its subsidiaries holds all permits, licenses, variances, exemptions,
        orders and approvals from Governmental Entities which are necessary to the
        conduct of its business except those the absence of which would not,
        individually or in the aggregate, be reasonably likely to have a Parent Material
        Adverse Effect, (collectively, the “Parent Permits”). Parent and each of its
        subsidiaries are in compliance in all material respects with the terms of
        the
        Parent Permits.
 
 3.10  Litigation .
        There
        is no action, suit, proceeding, claim, arbitration or investigation pending,
        including derivative suits brought by or on behalf of Parent, or as to which
        Parent or any of its subsidiaries has received any written notice of assertion
        nor, to Parent's knowledge, is there a threatened action, suit, proceeding,
        claim, arbitration or investigation against Parent or any of its subsidiaries
        seeking to delay, limit or enjoin the transactions contemplated by this
        Agreement or which might reasonably be expected to have a Parent Material
        Adverse Effect.
 
 3.11  Brokers'
        and Finders' Fees .
        Parent
        has not incurred, nor will it incur, directly or indirectly, any Liability
        for
        brokerage or finders' fees or agents' commissions or any similar charges
        in
        connection with this Agreement or any transaction contemplated hereby, other
        than finders’ fees, the payment for which will be the sole responsibility of
        Parent.
 
 3.12  Labor
        Agreements and Actions, Employee Benefit Plans .
 
 (a)  Neither
        Parent nor any of its subsidiaries is bound by or subject to (and none of
        its
        assets or properties is bound by or subject to) any written or oral, express
        or
        implied, contract, commitment or arrangement with any labor union, and no
        labor
        union has requested or, to the knowledge of Parent, has sought to represent
        any
        of the employees, representatives, or agents of Parent or any of its
        subsidiaries. There is no strike or other labor dispute involving Parent
        or any
        of its subsidiaries pending or, to the knowledge of Parent, threatened, nor
        is
        Parent aware of any labor organization activity involving its
        employees.
 
 (b)  Neither
        Parent nor any of its subsidiaries sponsors, maintains, contributes to, or
        is
        required to contribute to, and has any Liabilities or responsibilities for,
        any
        pension, profit-sharing or other retirement, bonus, deferred compensation,
        employment agreement, severance agreement, compensation, stock purchase,
        stock
        option, severance or termination pay, hospitalization or other medical, life
        or
        other insurance, long- or short-term disability, fringe benefit, sick pay,
        or
        vacation pay, or other employee benefit plan, program, agreement, or arrangement
        or policy, whether formal or informal, funded or unfunded, written or unwritten,
        and whether legally binding for any current or former employees or any current
        or former director or consultant of Parent or any of its subsidiaries, or
        of any
        trade or business, whether or not incorporated, that together with Parent
        would
        be deemed a “single employer” within the meaning of Section 4001(a)(14) of
        ERISA, and the rules and regulations promulgated thereunder (collectively,
        “Parent Benefit Plans”), except those that may be terminated without penalty on
        thirty (30) days notice.
 
 (c)  No
        claim
        against any current or former Parent Benefit Plan, and no legal or regulatory
        proceeding (including any audit or voluntary compliance resolution or closing
        agreement program proceeding) involving any current or former Parent Benefit
        Plan, is pending, or to the knowledge of Parent, threatened.
  
 
 (d)  Neither
        Parent nor any of its subsidiaries has engaged in a transaction with respect
        to
        any current or former Parent Benefit Plan that, assuming the taxable period
        of
        such transaction expired as of the date hereof, could subject Parent or such
        subsidiary to a tax or penalty imposed by either Section 4975 of the Code
        or
        Section 502(i) of ERISA in an amount which would be material.
 
 (e)  No
        current or former Parent Benefit Plan or any of its subsidiaries, or any
        ERISA
        Affiliate, is or has ever been subject to Title IV of ERISA or Section 412
        of
        the Code. No Parent Benefit Plan constitutes a multiemployer plan within
        the
        meaning of Section 3(37) of ERISA.
 
 (f)  All
        contributions required to be made under the terms of any current or former
        Parent Benefit Plan have been timely made or have been reflected on the audited
        financial statements of Parent.
 
 (g)  Neither
        Parent nor any of its subsidiaries has any obligations for retiree health
        and
        life benefits under any current or former Parent Benefit Plan or has ever
        represented, promised or contracted (whether in oral or written form) to
        any
        employee(s) that such employee(s) would be provided with retiree health or
        life
        benefits which would have a material impact on Parent, except as required
        under
        Section 601 of ERISA.
 
 (h)  The
        consummation of the transactions contemplated by this Agreement will not
        (x)
        entitle any employees of Parent or any of its subsidiaries to severance pay,
        (y)
        accelerate the time of payment or vesting or trigger any payment or funding
        (through a grantor trust or otherwise) of compensation or benefits under,
        increase the amount payable or trigger any other material obligation pursuant
        to, any of the Parent Benefit Plans or (z) result in any breach or violation
        of,
        or a default under, any of the Parent Benefit Plans.
 
 (i)  Any
        amount that could be received (whether in cash, property, or vesting of
        property) as a result of the transaction contemplated by this Agreement by
        any
        officer, director, employee or independent contractor of Parent or any of
        its
        subsidiaries, who is a “disqualified individual” (as defined in Treasury
        Regulation Section 1.280G-1), under any employment arrangement or Parent
        Benefit
        Plan would not be characterized as an “excess parachute payment” (as defined in
        Section 280G of the Code).
 
 (j)  All
        current or former Parent Benefit Plans covering current or former non-U.S.
        employees complies in all material respects with applicable law. No unfunded
        Liabilities exist with respect to any Parent Benefit Plan that covers such
        non-U.S. employees.
 
 3.13  Absence
        of Encumbrances .
        Parent
        and each of its subsidiaries has good and valid title to, or, in the case
        of
        leased properties and assets, valid leasehold interests in, all of its tangible
        properties and assets, real, personal and mixed, used in its business, free
        and
        clear of any Encumbrances except (i) as reflected in the Parent Financial
        Statements, (ii) for liens for taxes not yet due and payable and (iii) for
        such
        imperfections of title and encumbrances, if any, which would not be reasonably
        expected to have a Parent Material Adverse Effect.
 
 3.14  Environmental
        Matters .
 
 (a)  *Hazardous
        Materials Activities* .
        To its
        knowledge, except as would not reasonably be likely to result in a material
        Liability to Parent (in any individual case or in the aggregate), (i) neither
        Parent nor any of its subsidiaries has transported, handled, treated, stored,
        used, manufactured, distributed, disposed of, released or exposed its employees
        or others to Hazardous Materials and (ii) neither Parent nor any of its
        subsidiaries has engaged in, Hazardous Materials Activities, in either case
        in
        violation of any applicable law, rule, regulation, treaty or statute promulgated
        by any Governmental Entity in effect prior to or as of the date hereof to
        prohibit, regulate or control Hazardous Materials or any Hazardous Materials
        Activity.
  
 
 (b)  *Environmental
        Liabilities* .
        No
        action, proceeding, revocation proceeding, amendment procedure, writ, injunction
        or claim is pending, or to Parent's knowledge, threatened against Parent
        or any
        of its subsidiaries concerning (i) any Parent Permit relating to any
        environmental matter, (ii) any Hazardous Material or (iii) any Hazardous
        Materials Activity of Parent or any of its subsidiaries. Parent is not aware
        of
        any fact or circumstance which could reasonably involve Parent or any of
        its
        subsidiaries in any environmental litigation or impose upon Parent or any
        of its
        subsidiaries any Liability related to Hazardous Materials or Hazardous Materials
        Activity.
 
 (c)  *Compliance
        with Environmental Laws.* Each of Parent, each of its subsidiaries, and their respective predecessors
        and
        affiliates have complied and are in compliance, in each case in all material
        respects, with all applicable laws, rules, regulations, treaties and statutes
        promulgated by any Governmental Entity in effect prior to or as of the date
        hereof to prohibit, regulate or control Hazardous Materials or any Hazardous
        Materials Activity.
 
 3.15  Agreements .
 
 (a)  Section
        3.15(a) of the Parent Schedule lists all written agreements between Parent
        and
        any of its officers, directors, employees or stockholders or any affiliate
        thereof, and copies of each such agreement have been provided or made available
        to Greenwich or Greenwich's counsel.
 
 (b)  Section
        3.15(b) of the Parent Schedule lists all written agreements, to which Parent
        or
        any of its subsidiaries is a party or by which it is bound which (i) involve
        obligations (contingent or otherwise) of, or payments to, Parent or such
        subsidiary in excess of $100,000, (ii) are material to the conduct and
        operations of Parent’s business or properties (including, without limitation,
        the license of any intellectual property to or from Parent or any of its
        subsidiaries), (iii) restrict or materially adversely affect the development,
        manufacture, sale, marketing or distribution of Parent’s or any of its
        subsidiary’s products or services, (iv) relate to the employment or compensation
        of any employee or consultant, (v) are of duration of six months or more
        and not
        cancelable without penalty by Parent or any of its subsidiaries on 30 days
        or
        less notice or (vi) relate to the sale, lease, pledge or other disposition
        of
        any material assets of or to Parent or any of its subsidiaries.
 
 (c)  Neither
        Parent nor any of its subsidiaries, nor to Parent’s knowledge any other party to
        a Parent Contract (as defined below), is in breach, violation or default
        under,
        and neither Parent nor any of its subsidiaries has been notified that it
        has
        breached, violated or defaulted under, any of the material terms or conditions
        of any of the agreements, contracts or commitments to which Parent or any
        of its
        subsidiaries is a party or by which it is bound that are required to be
        disclosed in Sections 3.15(a) or 3.15(b) of the Parent Schedule (any such
        agreement, contract or commitment, a “Parent Contract”) in such a manner as
        would permit any other party to cancel or terminate any such Parent Contract,
        or
        would permit any other party to seek material damages or other remedies (for
        any
        or all of such breaches, violations or defaults, in the aggregate).
 
 (d)  Each
        of
        the Parent Contracts are legal, valid, binding and enforceable and in full
        force
        and effect with respect to the Parent and any of its subsidiaries, and to
        Parent’s knowledge, with respect to each other party thereto, in either case
        subject to the effect of bankruptcy, insolvency, moratorium or other similar
        laws affecting the enforcement of creditors’ rights generally and except as the
        availability of equitable remedies may be limited by general principles of
        equity; and the Parent Contracts will continue to be legal, valid, binding
        and
        enforceable and in full force and effect immediately following the Closing
        in
        accordance with the terms thereof as in effect prior to the Closing subject
        to
        the effect of bankruptcy, insolvency, moratorium or other similar laws affecting
        the enforcement of creditors’ rights generally and except as the availability of
        equitable remedies may be limited by general principles of equity.
  
 
 (e)  Neither
        Parent nor any of its subsidiaries have been notified that any party to any
        of
        the Parent Contracts intends to cancel, terminate, proposes to amend, not
        renew
        or exercise an option under any of Parent Contracts, whether in connection
        with
        the transactions contemplated hereby or otherwise nor is Parent or any of
        its
        subsidiaries aware of any intention by any party to any Parent Contract to
        effect any of the foregoing.
 
 3.16  Board
        Approval .
        The
        Board of Directors of Parent and VQ Merger Sub have each, as of the date
        of this
        Agreement at a meeting duly called and held, duly and unanimously adopted
        resolutions (i) approving this Agreement, the Merger and the transactions
        contemplated hereby and thereby, (ii) determining that the terms of the Merger
        and the transactions completed thereby are fair to and in the best interests
        of
        Parent and/or VQ Merger Sub and each of their stockholders, (iii) declaring
        that
        this Agreement and the Merger are advisable; (iv) in the case of VQ Merger
        Sub,
        recommending that the stockholders of VQ Merger Sub adopt this Agreement;
        and
        (v) in the case of Parent, approving the Merger Consideration.
 
 3.17  Interim
        Operations of VQ Merger Sub .
        VQ
        Merger Sub was formed solely for the purpose of engaging in the transactions
        contemplated hereby and has engaged in no other business other than incident
        to
        its creation and this Agreement and the transactions contemplated
        hereby.
 
 3.18  Regulatory
        Compliance .
        Neither
        Parent nor any of its subsidiaries, nor the business, assets or operations
        thereof as presently conducted, are subject to the regulatory requirements
        of
        the U. S. Food and Drug Administration (“FDA”).
  3.19  Valid
        Issuances .
        The
        Parent Common Stock to be issued in the Merger, when issued in accordance
        with
        the provisions of this Agreement, will be duly authorized, validly issued,
        fully
        paid and nonassessable, free of all Encumbrances and not subject to preemptive
        rights, and will be, subject to the accuracy of the representations of
        Greenwich’s stockholders contained in each Stockholder Questionnaire (as defined
        below), be exempt from the registration requirements of the Securities Act
        and
        applicable blue sky laws.
 
 3.20  Insurance .
        Parent
        maintains insurance policies that: (a) insure against such risks, and are
        in
        such amounts, as are appropriate and reasonable, in the judgment of Parent’s
        management, considering Parent’s properties, businesses and operations; (b) are
        in full force and effect; and (c) are valid, outstanding and enforceable.
        Neither Parent nor any of its subsidiaries has received or given notice of
        cancellation with respect to any such insurance policies which are currently
        in
        effect.
 
 3.21  Disclosure .
        No
        representation or warranty of the parties to this Agreement and no statement
        in
        the Parent Schedule, taken together, omits to state a material fact necessary
        to
        make the statements herein or therein, in light of the circumstances in which
        they were made, not misleading.
  
 
 **ARTICLE
        IV**
 **CONDUCT
        PRIOR TO THE EFFECTIVE TIME**
 
 4.1  Conduct
        of Business by the Parties .
        During
        the period from the date of this Agreement and continuing until the earlier
        of
        the termination of this Agreement pursuant to its terms or the Effective
        Time,
        each of Greenwich, Parent and their respective subsidiaries shall carry on
        their
        respective business in the ordinary course and in substantial compliance
        with
        all applicable laws and regulations, pay their respective debts and taxes
        when
        due subject to good faith disputes over such debts or taxes, pay or perform
        other material obligations when due subject to good faith disputes over such
        obligations, and use their commercially reasonable efforts consistent with
        past
        practices and policies to (i) preserve intact their present business
        organization, (ii) keep available the services of each of their present officers
        and employees, respectively, and (iii) preserve their relationships with
        customers, suppliers, distributors, licensors, licensees and others with
        which
        each party has business dealings material to their respective
        business.
 
 4.2  Covenants
        of Parent .
        Except
        as permitted or otherwise contemplated by the terms of this Agreement, without
        the prior written consent of Greenwich, during the period from the date of
        this
        Agreement and continuing until the earlier of the termination of this Agreement
        pursuant to its terms or the Effective Time, Parent shall not do any of the
        following and shall not permit any of its subsidiaries to do any of the
        following:
 
 (a)  Except
        as
        required by law or pursuant to the terms of Parent’s 2003 Stock Option Plan (the
“Parent Option Plan”) in effect as of the date hereof, waive any stock
        repurchase rights, accelerate, amend or change the period of exercisability
        of
        options or restricted stock, or reprise options granted under any employee,
        consultant, director or other stock plans or authorize cash payments in exchange
        for any options granted under any of such plans;
 
 (b)  Except
        as
        required by applicable law, grant any severance or termination pay to any
        officer or employee except pursuant to written agreements outstanding, or
        policies existing, on the date hereof and as previously disclosed in writing
        or
        made available to Greenwich, or adopt any new severance plan, or amend or
        modify
        or alter in any manner any severance plan, agreement or arrangement existing
        on
        the date hereof;
 
 (c)  Declare,
        set aside or pay any dividends on or make any other distributions (whether
        in
        cash, stock, equity securities or property) in respect of any capital stock
        or
        split, combine or reclassify any capital stock or issue or authorize the
        issuance of any other securities in respect of, in lieu of or in substitution
        for any capital stock;
 
 (d)  Purchase,
        redeem or otherwise acquire, directly or indirectly, any shares of capital
        stock
        of Parent or VQ Merger Sub, except (i) repurchases of unvested shares at
        cost in
        connection with the termination of the employment relationship with any employee
        pursuant to stock option or purchase agreements in effect on the date hereof
        (or
        any such agreements entered into in the ordinary course of business consistent
        with past practice by Parent with employees hired after the date hereof),
        and
        (ii) for the purpose of funding or providing benefits under any stock option
        and
        incentive compensation plans, directors plans, and stock purchase and dividend
        reinvestment plans in accordance with past practice;
 
 (e)Issue,
        deliver, sell, authorize, pledge or otherwise encumber or propose any of
        the
        foregoing with respect to any shares of capital stock or any securities
        convertible into shares of capital stock, or subscriptions, rights, warrants
        or
        options to acquire any shares of capital stock or any securities convertible
        into shares of capital stock, or enter into other agreements or commitments
        of
        any character obligating it to issue any such shares or convertible securities,
        or any equity-based awards (whether payable in shares, cash or otherwise)
        other
        than the issuance, delivery and/or sale of shares of Parent Common Stock
        (as
        appropriately adjusted for stock splits and the like) pursuant to the exercise
        of stock options or warrants outstanding as of the date of this
        Agreement;
  
 
 (f)  Cause,
        permit or submit to a vote of stockholders any amendments to the Parent Charter
        Documents, the Merger Sub Charter Documents, or similar governing instruments
        of
        any subsidiary, other than in connection with the Reincorporation
        Proposal;
 
 (g)  Acquire
        or agree to acquire by merging or consolidating with, or by purchasing any
        equity interest in or a portion of the assets of, or by any other manner,
        any
        business or any corporation, partnership, association or other business
        organization or division thereof, or otherwise acquire or agree to enter
        into
        any joint ventures, strategic partnerships or strategic
        investments;
 
 (h)  Sell,
        lease, license, encumber or otherwise dispose of any properties or assets
        except
        in the ordinary course of business consistent with past practice, except
        for the
        sale, lease, licensing, encumbering or disposition of property or assets
        which
        are not material, individually or in the aggregate, to the business of Parent
        or
        any subsidiary;
 
 (i)  Incur
        any
        indebtedness for borrowed money or guarantee any such indebtedness of another
        person, issue or sell any debt securities or options, warrants, calls or
        other
        rights to acquire any debt securities of Parent or any subsidiary, enter
        into
        any “keep well” or other agreement to maintain any financial statement condition
        or enter into any arrangement having the economic effect of any of the foregoing
        other than in connection with the financing of working capital consistent
        with
        past practice;
 
 (j)  Adopt
        or
        amend any employee stock purchase or employee stock option plan, or enter
        into
        any employment contract or collective bargaining agreement (other than offer
        letters and letter agreements entered into in the ordinary course of business
        consistent with past practice with employees who are terminable “at will”), pay
        any special bonus or special remuneration to any director or employee, or
        increase the salaries, wage rates, compensation or other fringe benefits
        (including rights to severance or indemnification) of its directors, officers,
        employees or consultants except, in each case, as may be required by
        law;
 
 (k)  Pay,
        discharge, settle or satisfy any litigation (whether or not commenced prior
        to
        the date of this Agreement) or any material Liabilities, other than the payment,
        discharge, settlement or satisfaction, in the ordinary course of business
        consistent with past practice or in accordance with their terms, of Liabilities
        recognized or disclosed in the Parent Balance Sheet or incurred since the
        date
        of such financial statements, or waive the benefits of, agree to modify in
        any
        manner, terminate, release any person from or knowingly fail to enforce the
        confidentiality or nondisclosure provisions of any agreement to which Parent
        or
        any subsidiary is a party or of which Parent or any subsidiary is a
        beneficiary;
 
 (l)  Except
        in
        the ordinary course of business consistent with past practice, materially
        modify, amend or terminate any Parent Contracts or waive, delay the exercise
        of,
        release or assign any material rights or claims thereunder without providing
        prior notice to Greenwich;
 
 (m)  Except
        as
        required by GAAP, revalue any of its assets or make any change in accounting
        methods, principles or practices;
 
 (n)  Make
        any
        Tax election or accounting method change (except as required by GAAP)
        inconsistent with past practice that, individually or in the aggregate, is
        reasonably likely to adversely affect in any material respect the Tax Liability
        or Tax attributes of Parent or any subsidiary, settle or compromise any material
        Tax Liability or consent to any extension or waiver of any limitation period
        with respect to Taxes;
  
 
 (o)  Take
        any
        action that would prevent the Merger from qualifying as a reorganization
        under
        Section 368(a) of the Code; or
 
 (p)  Agree
        in
        writing or otherwise to take any of the actions described in Section 4.2
        (a)
        through (o) above.
 
 4.3  Covenants
        of Greenwich .
        Except
        as permitted or otherwise contemplated by the terms of this Agreement, without
        the prior written consent of Parent, during the period from the date of this
        Agreement and continuing until the earlier of the termination of this Agreement
        pursuant to its terms or the Effective Time, Greenwich shall not do any of
        the
        following and shall not permit any of its subsidiaries to do any of the
        following:
 
 (a)  Except
        as
        required by law or pursuant to the terms of the Greenwich Option Plan in
        effect
        as of the date hereof, waive any stock repurchase rights, accelerate, amend
        or
        change the period of exercisability of options or restricted stock, or reprise
        options granted under any employee, consultant, director or other stock plans
        or
        authorize cash payments in exchange for any options granted under any of
        such
        plans;
 
 (b)  Except
        as
        required by applicable law, grant any severance or termination pay to any
        officer or employee except pursuant to written agreements outstanding, or
        policies existing, on the date hereof and as previously disclosed in writing
        or
        made available to Parent, or adopt any new severance plan, or amend or modify
        or
        alter in any manner any severance plan, agreement or arrangement existing
        on the
        date hereof;
 
 (c)  Declare,
        set aside or pay any dividends on or make any other distributions (whether
        in
        cash, stock, equity securities or property) in respect of any capital stock
        or
        split, combine or reclassify any capital stock or issue or authorize the
        issuance of any other securities in respect of, in lieu of or in substitution
        for any capital stock;
 
 (d)  Purchase,
        redeem or otherwise acquire, directly or indirectly, any shares of capital
        stock
        of Greenwich, except (i) repurchases of unvested shares at cost in connection
        with the termination of the employment relationship with any employee pursuant
        to stock option or purchase agreements in effect on the date hereof (or any
        such
        agreements entered into in the ordinary course of business consistent with
        past
        practice by Greenwich with employees hired after the date hereof), and (ii)
        for
        the purpose of funding or providing benefits under any stock option and
        incentive compensation plans, directors plans, and stock purchase and dividend
        reinvestment plans in accordance with past practice;
 
 (e)  Issue,
        deliver, sell, authorize, pledge or otherwise encumber or propose any of
        the
        foregoing with respect to any shares of capital stock or any securities
        convertible into shares of capital stock, or subscriptions, rights, warrants
        or
        options to acquire any shares of capital stock or any securities convertible
        into shares of capital stock, or enter into other agreements or commitments
        of
        any character obligating it to issue any such shares or convertible securities,
        or any equity-based awards (whether payable in shares, cash or otherwise)
        other
        than the issuance, delivery and/or sale of shares of Greenwich Common Stock
        (as
        appropriately adjusted for stock splits and the like) pursuant to the exercise
        of stock options or warrants outstanding as of the date of this
        Agreement;
  
 
 (f)  Cause,
        permit or submit to a vote of stockholders any amendments to the Greenwich
        Charter Documents;
 
 (g)  Acquire
        or agree to acquire by merging or consolidating with, or by purchasing any
        equity interest in or a portion of the assets of, or by any other manner,
        any
        business or any corporation, partnership, association or other business
        organization or division thereof, or otherwise acquire or agree to enter
        into
        any joint ventures, strategic partnerships or strategic
        investments;
 
 (h)  Sell,
        lease, license, encumber or otherwise dispose of any properties or assets
        except
        in the ordinary course of business consistent with past practice, except
        for the
        sale, lease, licensing, encumbering or disposition of property or assets
        which
        are not material, individually or in the aggregate, to the business of
        Greenwich;
 
 (i)  Incur
        any
        indebtedness for borrowed money or guarantee any such indebtedness of another
        person, issue or sell any debt securities or options, warrants, calls or
        other
        rights to acquire any debt securities of Greenwich or any subsidiary, enter
        into
        any “keep well” or other agreement to maintain any financial statement condition
        or enter into any arrangement having the economic effect of any of the foregoing
        other than in connection with the financing of working capital consistent
        with
        past practice, which the parties specifically agree will include Greenwich
        incurring additional indebtedness to PBI (defined in Section 5.7 below) under
        the PBI Note (as defined in Section 5.7 below) prior to Closing for its expenses
        and operating requirements;
 
 (j)  Adopt
        or
        amend any employee stock purchase or employee stock option plan, or enter
        into
        any employment contract or collective bargaining agreement (other than offer
        letters and letter agreements entered into in the ordinary course of business
        consistent with past practice with employees who are terminable “at will”), pay
        any special bonus or special remuneration to any director or employee, or
        increase the salaries, wage rates, compensation or other fringe benefits
        (including rights to severance or indemnification) of its directors, officers,
        employees or consultants except, in each case, as may be required by law;
        provided, however, that Greenwich may terminate the Greenwich Option
        Plan;
 
 (k)  Pay,
        discharge, settle or satisfy any litigation (whether or not commenced prior
        to
        the date of this Agreement) or any material Liabilities, other than the payment,
        discharge, settlement or satisfaction, in the ordinary course of business
        consistent with past practice or in accordance with their terms, of Liabilities
        recognized or disclosed in the Greenwich Balance Sheet or incurred since
        the
        date of such financial statements, or waive the benefits of, agree to modify
        in
        any manner, terminate, release any person from or knowingly fail to enforce
        the
        confidentiality or nondisclosure provisions of any agreement to which Parent
        or
        any subsidiary is a party or of which Parent or any subsidiary is a
        beneficiary;
 
 (l)  Except
        in
        the ordinary course of business consistent with past practice, materially
        modify, amend or terminate any Greenwich Contracts or waive, delay the exercise
        of, release or assign any material rights or claims thereunder without providing
        prior notice to Parent;
 
 (m)  Except
        as
        required by GAAP, revalue any of its assets or make any change in accounting
        methods, principles or practices;
 
 (n)  Make
        any
        Tax election or accounting method change (except as required by GAAP)
        inconsistent with past practice that, individually or in the aggregate, is
        reasonably likely to adversely affect in any material respect the Tax Liability
        or Tax attributes of Greenwich, settle or compromise any material Tax Liability
        or consent to any extension or waiver of any limitation period with respect
        to
        Taxes;
  
 
 (o)  Take
        any
        action that would prevent the Merger from qualifying as a reorganization
        under
        Section 368(a) of the Code; or
 
 (p)  Agree
        in
        writing or otherwise to take any of the actions described in Section 4.3(a)
        through 4.3(o) above.
 
 4.4  No
        Solicitation by Greenwich .
  (a)   Greenwich
        shall not, nor shall it authorize or permit any officer, director or employee
        of, or any investment banker, attorney or other advisor or representative
        of,
        Greenwich to, (i) directly or indirectly solicit, initiate or encourage the
        submission of any Greenwich Takeover Proposal (as defined below), (ii) enter
        into any agreement with respect to any Greenwich Takeover Proposal or (iii)
        directly or indirectly participate in any discussions or negotiations regarding,
        or furnish to any person any information with respect to, or take any other
        action to facilitate any inquiries or the making of any proposal that
        constitutes, or may reasonably be expected to lead to, any Greenwich Takeover
        Proposal; provided,
        however, that,
        prior to receipt of the Greenwich Stockholder Approval, Greenwich may, to
        the
        extent required by the fiduciary obligations of the Board of Directors of
        Greenwich, as determined in good faith by it based on the advice of outside
        counsel, in response to a Greenwich Takeover Proposal that was not solicited
        by
        Greenwich and that did not otherwise result from a breach or a deemed breach
        of
        this Section 4.4(a), and subject to compliance with Section 4.3(c), (x) furnish
        information with respect to Greenwich to any person pursuant to a customary
        confidentiality agreement (as determined by Greenwich’s independent counsel) and
        (y) participate in discussions or negotiations (including solicitation of
        a
        revised Greenwich Takeover Proposal) with such person regarding any Greenwich
        Takeover Proposal. Without limiting the foregoing, it is agreed that any
        violation of the restrictions set forth in the preceding sentence by any
        executive officer of Greenwich or any affiliate, director or investment banker,
        attorney or other advisor or representative of Greenwich, whether or not
        such
        person is purporting to act on behalf of Greenwich or otherwise, shall be
        deemed
        to be a breach of this Section 4.4(a) by Greenwich. For purposes of this
        Agreement, “ Greenwich
        Takeover Proposal ”
        means
        any proposal or offer for a merger, consolidation, dissolution,
        recapitalization, or other business combination involving Greenwich, any
        proposal for the issuance by Greenwich of a material amount of its equity
        securities as consideration for the assets or securities of another person
        or
        any proposal or offer to acquire in any manner, directly or indirectly, a
        material equity interest in, any voting securities of, or a substantial portion
        of the assets of, Greenwich, other than the Merger and other transactions
        contemplated hereby.
  (b)   Neither
        the Board of Directors of Greenwich nor any committee thereof shall (i) withdraw
        or modify, or propose to withdraw or modify, in a manner adverse to Parent
        or VQ
        Merger Sub, the approval or recommendation by the Board of Directors of
        Greenwich or any such committee of this Agreement or the Merger, (ii) approve
        any letter of intent, agreement in principle, acquisition agreement or similar
        agreement relating to any Greenwich Takeover Proposal or (iii) approve or
        recommend, or propose to approve or recommend, any Greenwich Takeover Proposal.
        Notwithstanding the foregoing, if, prior to receipt of the Greenwich Stockholder
        Approval, the Board of Directors of Greenwich receives a Superior Greenwich
        Proposal (as defined below) and the Board of Directors of Greenwich determines
        in good faith, based on the advice of outside counsel, that it is necessary
        to
        do so in order to comply with its fiduciary obligations, the Board of Directors
        of Greenwich may withdraw or modify its approval or recommendation of the
        Merger
        and this Agreement and, in connection therewith, approve or recommend such
        Superior Greenwich Proposal. For purposes of this Agreement, a “ Superior
        Greenwich Proposal ”
        means
        any proposal made by a third party to acquire a material portion of the equity
        securities or assets of Greenwich, pursuant to a tender or exchange offer,
        a
        merger, a consolidation, a liquidation or dissolution, a recapitalization,
        a
        sale of all or substantially all its assets or otherwise, on terms which
        the
        Board of Directors of Greenwich determines in its good faith judgment to
        be more
        favorable to the holders of Greenwich Common Stock than the Merger and the
        transactions contemplated hereby (based on the written opinion, with only
        customary qualifications, of Greenwich’s independent financial advisor), taking
        into account all the terms and conditions of such proposal and this Agreement.
  
  (c)   Greenwich
        promptly shall advise Parent orally and in writing of any Greenwich Takeover
        Proposal or any inquiry with respect to or that could reasonably be expected
        to
        lead to any Greenwich Takeover Proposal, and the identity of the person making
        any such Greenwich Takeover Proposal or inquiry including any change to the
        material terms of any such Greenwich Takeover Proposal or inquiry. Greenwich
        shall keep Parent fully informed of the status including any change to the
        material terms of any such Greenwich Takeover Proposal or inquiry. Greenwich
        shall not be required to comply with this Section 4.4(c) in any instance
        to the
        extent that the Board of Directors of Greenwich determines in good faith,
        based
        on the advice of outside counsel, that such compliance would in such instance
        be
        inconsistent with its fiduciary duties; provided,
        however, that
        Greenwich shall promptly notify Parent of the fact of such
        determination.
  4.5  No
        Solicitation by Parent or Subsidiaries .
  (a)   Parent
        shall not, nor shall it permit any of its subsidiaries to, nor shall it
        authorize or permit any officer, director or employee of, or any investment
        banker, attorney or other advisor or representative of, Parent or any of
        its
        subsidiaries to, (i) directly or indirectly solicit, initiate or encourage
        the
        submission of any Parent Takeover Proposal (as defined below), (ii) enter
        into
        any agreement with respect to any Parent Takeover Proposal or (iii) directly
        or
        indirectly participate in any discussions or negotiations regarding, or furnish
        to any person any information with respect to, or take any other action to
        facilitate any inquiries or the making of any proposal that constitutes,
        or may
        reasonably be expected to lead to, any Parent Takeover Proposal; provided,
        however, that,
        Parent may, to the extent required by the fiduciary obligations of the Board
        of
        Directors of Parent, as determined in good faith by it based on the advice
        of
        outside counsel, in response to a Parent Takeover Proposal that was not
        solicited by Parent and that did not otherwise result from a breach or a
        deemed
        breach of this Section 4.5(a), and subject to compliance with Section 4.5(c),
        (x) furnish information with respect to Parent to any person pursuant to
        a
        customary confidentiality agreement (as determined by Parent’s independent
        counsel) and (y) participate in discussions or negotiations (including
        solicitation of a revised Parent Takeover Proposal) with such person regarding
        any Parent Takeover Proposal. Without limiting the foregoing, it is agreed
        that
        any violation of the restrictions set forth in the preceding sentence by
        any
        affiliate, director or executive officer of Parent or any subsidiary of Parent
        or any investment banker, attorney or other advisor or representative of
        Parent
        or any subsidiary of Parent, whether or not such person is purporting to
        act on
        behalf of Parent or any subsidiary of Parent or otherwise, shall be deemed
        to be
        a breach of this Section 4.5(a) by Parent. For purposes of this Agreement,
        “ Parent
        Takeover Proposal ”
        means
        any proposal for a merger, consolidation, dissolution, dissolution,
        recapitalization, or other business combination involving Parent or any
        subsidiary of Parent, any proposal or offer for the issuance by Parent or
        any
        subsidiary of Parent of a material amount of its equity securities (other
        than
        pursuant to the Offering) as consideration for the assets or securities of
        another person or any proposal or offer to acquire in any manner, directly
        or
        indirectly, an equity interest in, any voting securities of, or a substantial
        portion of the assets of Parent or any subsidiary of Parent, other than the
        Merger and the transactions contemplated hereby.
  (b)   Neither
        the Board of Directors of Parent or VQ Merger Sub nor any committee thereof
        shall (i) withdraw or modify, or propose to withdraw or modify, in a manner
        adverse to Greenwich, the approval or recommendation by the Board of Directors
        of Parent, VQ Merger Sub or any such committee of this Agreement or the Merger,
        (ii) approve any letter of intent, agreement in principle, acquisition agreement
        or similar agreement relating to any Parent Takeover Proposal or (iii) approve
        or recommend, or propose to approve or recommend, any Parent Takeover Proposal.
        Notwithstanding the foregoing, the Board of Directors of Parent receives
        a
        Superior Parent Proposal (as defined below) and the Parent Board determines
        in
        good faith, based on the advice of outside counsel, that it is necessary
        to do
        so in order to comply with its fiduciary obligations, the Board of Directors
        of
        Parent may withdraw or modify its approval or recommendation of the Merger
        and
        this Agreement and, in connection therewith, approve or recommend such Superior
        Parent Proposal. For purposes of this Agreement, a “ Superior
        Parent Proposal ”
        means
        any proposal made by a third party to acquire a material portion of the equity
        securities or assets of Parent, pursuant to a tender or exchange offer, a
        merger, a sale of all or substantially all its assets or otherwise, on terms
        which the Board of Directors of Parent determines in its good faith judgment
        to
        be more favorable to the holders of Parent Common Stock than the Merger and
        other transactions contemplated hereby (based on the written opinion, with
        only
        customary qualifications, of the Parent’s independent financial advisor), taking
        into account all the terms and conditions of such proposal and this
        Agreement.
  
  (c)   Parent
        promptly shall advise Greenwich orally and in writing of any Parent Takeover
        Proposal or any inquiry with respect to or that could lead to any Parent
        Takeover Proposal, and the identity of the person making any such Parent
        Takeover Proposal or inquiry and the material terms of any such Parent Takeover
        Proposal or inquiry. Parent shall keep Greenwich fully informed of the status
        including any change to the material terms of any such Parent Takeover Proposal
        or inquiry. Parent shall not be required to comply with this Section 4.5(c)
        in
        any instance to the extent that the Parent Board determines in good faith,
        based
        on the advice outside counsel, that such compliance would in such instance
        be
        inconsistent with its fiduciary duties; provided , however ,
        that
        the Parent shall promptly notify Parent of the fact of such
        determination.
  **ARTICLE
        V**
 **ADDITIONAL
        AGREEMENTS**
 
 5.1  Public
        Disclosure .
        Parent
        and Greenwich will consult with each other and agree before issuing any press
        release or otherwise making any public statement with respect to the Merger
        or
        this Agreement and will not issue any such press release or make any such
        public
        statement prior to such agreement, except as may be required by law or any
        listing agreement with a national securities exchange or Nasdaq, in which
        case
        reasonable efforts to consult with the other party will be made prior to
        such
        release or public statement.
 
 5.2  Commercially
        Reasonable Efforts; Notification .
 
 (a)  Upon
        the
        terms and subject to the conditions set forth in this Agreement, unless,
        to the
        extent permitted by Section 4.4(b) or 4.5(b), the Board of Directors of
        Greenwich or the Parent approves or recommends a Superior Greenwich Proposal
        or
        Superior Parent Proposal, each of the parties agrees to use commercially
        reasonable efforts to take, or cause to be taken, all actions, and to do,
        or
        cause to be done, and to assist and cooperate with the other parties in doing,
        all things necessary, proper or advisable to consummate and make effective,
        in
        the most expeditious manner practicable, the Merger and the other transactions
        contemplated by this Agreement, including to accomplish the following: (i)
        causing the conditions precedent set forth in ARTICLE VI to be satisfied;
        (ii)
        obtaining all necessary actions or nonactions, waivers, consents, approvals,
        orders and authorizations from Governmental Entities; (iii) making all necessary
        registrations, declarations and filings (including registrations, declarations
        and filings with Governmental Entities, if any); (iv) avoiding any suit,
        claim,
        action, investigation or proceeding by any Governmental Entity challenging
        the
        Merger or any other transaction contemplated by this Agreement; (v) obtaining
        all consents, approvals or waivers from third parties required as a result
        of
        the transactions contemplated in this Agreement; (vi) defending any suits,
        claims, actions, investigations or proceedings, whether judicial or
        administrative, challenging this Agreement or the consummation of the
        transactions contemplated hereby, including seeking to have any stay or
        temporary restraining order entered by any court or other Governmental Entity
        vacated or reversed; and (vii) executing or delivering any additional
        instruments reasonably necessary to consummate the transactions contemplated
        by,
        and to fully carry out the purposes of, this Agreement.
  
 
 (b)  Parent
        shall give prompt notice to Greenwich upon becoming aware that any
        representation or warranty made by it or VQ Merger Sub contained in this
        Agreement has become untrue or inaccurate, or of any failure of Parent or
        VQ
        Merger Sub to comply with or satisfy in any material respect any covenant,
        condition or agreement to be complied with or satisfied by it under this
        Agreement; provided, however, that no such notification shall affect the
        representations, warranties, covenants or agreements of the parties or the
        conditions to the obligations of the parties under this Agreement.
 
 (c)  Greenwich
        shall give prompt notice to Parent upon becoming aware that any representation
        or warranty made by it contained in this Agreement has become untrue or
        inaccurate, or of any failure of Greenwich to comply with or satisfy in any
        material respect any covenant, condition or agreement to be complied with
        or
        satisfied by it under this Agreement; provided, however, that no such
        notification shall affect the representations, warranties, covenants or
        agreements of the parties or the conditions to the obligations of the parties
        under this Agreement.
 
 5.3  Third
        Party Consents .
        On or
        before the Closing Date, Parent and Greenwich will each use its commercially
        reasonable efforts to obtain any consents, waivers and approvals under any
        of
        its respective agreements, contracts, licenses or leases required to be obtained
        in connection with the consummation of the transactions contemplated
        hereby.
 
 5.4  Conveyance
        Taxes .
        Parent,
        Greenwich and VQ Merger Sub shall cooperate in the preparation, execution
        and
        filing of all returns, questionnaires, applications, or other documents
        regarding (i) any real property transfer gains, sales, use, transfer,
        value-added, stock transfer and stamp Taxes, (ii) any recording, registration
        and other fees, and (iii) any similar Taxes or fees that become payable in
        connection with the transactions contemplated hereby. The Taxes described
        in
        this Section shall be paid equally by Parent and Greenwich.
 
 5.5  Survival
        after Closing .
        All of
        the covenants and obligations of the parties to this Agreement, which by
        their
        terms are to be performed or will become effective after the Closing, including
        without limitation, those contained in Sections 1.6, 1.12, 5.4, 5.6, 5.7
        and 5.8
        shall survive the Closing. The respective representations and warranties
        of the
        parties contained in Articles II and III shall not survive the
        Closing.
 
 5.6  Tax
        Covenants of Parent .
        After the Effective Time of the Merger, Parent, either directly or through
        Greenwich as long as Greenwich is within Parent’s “qualified group” within the
        meaning of Regulations Section 1.368-1(d)(4)(ii) (the “Qualified Group”), will
        continue at least one significant historic business line of Greenwich, or
        use at
        least a significant portion of Greenwich's historic business assets in a
        business, in each case within the meaning of Regulations Section 1.368-1(d),
        except that Greenwich's historic business assets may be transferred (a) to
        a corporation that is another member of Parent’s Qualified Group, or (b) to
        an entity taxed as a partnership if (i) one or more members of Parent’s
        Qualified Group have active and substantial management functions as a partner
        with respect to Parent’s historic business or (ii) members of Parent’s
        Qualified Group in the aggregate own an interest in the partnership representing
        a significant interest in Greenwich's historic business, in each case within
        the
        meaning of Regulations Section 1.368-1(d)(4)(iii).
 
 5.7  Assumption
        of Certain Indebtedness .
        Parent
        hereby agrees to assume the obligations of Greenwich under that certain Future
        Advance Promissory Note, dated as of October 28, 2004 (the “PBI Note”), issued
        by Greenwich to Paramount BioCapital Investments, LLC (“PBI”), and agrees that,
        subject to the existing maturity date of the PBI Note, the indebtedness
        evidenced by such Note shall be repaid in three equal installments as follows:
        (i) one-third of the principal amount and all interest accrued to such date
        upon
        such time as Parent raises at least $5,000,000 in aggregate gross proceeds
        from
        the sale of its equity or debt securities in one or more transactions subsequent
        to the date of this Agreement; (ii) one-third of the principal amount and
        all
        interest accrued to such date upon such time as Parent raises at least
        $10,000,000 in aggregate gross proceeds from the sale of its equity or debt
        securities (including the amount raised pursuant to clause (i)) in one or
        more
        transactions subsequent to the date of this Agreement; and (iii) the remaining
        one-third of the principal amount shall be converted into shares of Parent
        Common Stock at the final closing of the Offering upon the terms of the Offering
        (as defined below).
  
 
 5.8  Indemnification .
  (a)  Subsequent
        to the Effective Time, the Greenwich Surviving Corporation shall indemnify
        and
        hold harmless each present and former director and officer of Greenwich
        (collectively, the “Greenwich Indemnified Parties”) against all losses in
        connection with any claim, action, suit, proceeding or investigation, whether
        civil, criminal, administrative or investigative, arising out of or pertaining
        to any action or omission in their capacity as director or officer occurring
        before the Effective Time, whether asserted or claimed prior to, at or after
        the
        Effective Time, in each case to the fullest extent permitted under applicable
        law and to the extent Greenwich has such obligation as of the date hereof,
        whether under the Greenwich Charter Documents, individual indemnity agreements
        or otherwise (and shall pay any expenses in advance of the final disposition
        of
        such action or proceeding to each Greenwich Indemnified Party to the fullest
        extent permitted under applicable law, upon receipt from the Greenwich
        Indemnified Party to whom expenses are advanced of an undertaking to repay
        such
        advances as required under applicable law) and such obligations shall survive
        the Merger and shall continue in full force and effect until the expiration
        of
        the applicable statute of limitations with respect to any such claims against
        such persons.
  (b)  In
        the
        event the Greenwich Surviving Corporation or any of its respective successors
        or
        assigns (i) consolidates with or merges into any other entity and shall not be the
        continuing or surviving corporation or entity of such consolidation or merger
        or (ii)
        transfers all or substantially all of its properties and assets to any person
        or
        entity, then, and in each such case, provision shall be made by the Greenwich
        Surviving Corporation so that the successors and assigns of the Greenwich
        Surviving Corporation shall assume the obligations set forth in Section
        5.8(a).
  (c)  The
        rights of each covered person under this Section 5.8 shall be in addition
        to any
        rights such person may have under the Greenwich Charter Documents or the
        comparable organizational documents of any of Greenwich’s subsidiaries, or under
        applicable law or under any agreement with Greenwich or any of its subsidiaries.
        The provisions of and the rights granted under the Greenwich Charter Documents
        and this Section 5.8 shall survive consummation of the Merger, are expressly
        assumed by Parent, and are intended to benefit, and shall be enforceable
        by,
        each such person and his heirs and representatives.
  5.9  Parent
        Reincorporation .
 
 (a)  For
        purposes of obtaining the approval of Parent’s shareholders to reincorporate
        Parent under the laws of the State of Delaware (the “Reincorporation”), Parent
        shall call a meeting of its shareholders as soon as practicable following
        the
        date hereof (the “Parent Shareholder Meeting”). Parent shall use its reasonable
        best efforts to obtain approval of the proposed Reincorporation (the
“Reincorporation Proposal”). In connection with the solicitation of proxies for
        the Parent Shareholder Meeting, the parties hereto shall cooperate in the
        preparation of an appropriate proxy statement (such proxy statement, together
        with any and all amendments or supplements thereto, the “Proxy
        Statement”).
  
 
 (b)  Greenwich
        shall furnish such information concerning Greenwich as is necessary in order
        to
        cause the Proxy Statement, insofar as it relates to Greenwich, to be prepared
        in
        accordance with Section 5.9(a). Greenwich shall also furnish to Parent, for
        purposes of its preparation of the Proxy Statement, any required information
        regarding any holders of Greenwich Common Stock or their affiliates. Such
        information provided by Greenwich shall be true and correct in all material
        respects and shall not omit any material fact necessary to make that information
        not misleading. Greenwich agrees promptly to advise Parent if at any time
        prior
        to the Parent Shareholder Meeting any information provided by Greenwich in
        the
        Proxy Statement becomes incorrect or incomplete in any material respect,
        and to
        provide Parent the information needed to correct such inaccuracy or
        omission.
 
 (c)  Subject
        to the prior approval of this Agreement by the holders of Greenwich Common
        Stock, Parent shall use all reasonable efforts to promptly prepare and submit
        the Proxy Statement to the SEC at the earliest practicable date. Greenwich
        authorizes Parent to utilize in the Proxy Statement the information under
        Section 5.9(b) provided to Parent for the purpose of inclusion in the Proxy
        Statement. Parent shall advise Greenwich promptly when the preliminary and
        definitive Proxy Statement has been filed and shall furnish Greenwich with
        copies of all such documents.
 
 (d)  At
        the
        time the Proxy Statement is mailed to the shareholders of Parent in order
        to
        obtain the vote of Parent’s shareholders necessary to approve the
        Reincorporation Proposal (the “Requisite Parent Shareholder Vote”) and at all
        times subsequent to such mailing until the Requisite Parent Shareholder Vote
        has
        been obtained, the Proxy Statement (including any amendments or supplements
        thereto), with respect to all information set forth therein relating to Parent
        and its shareholders, this Agreement and all other transactions contemplated
        hereby, will (i) comply in all material respects with applicable provisions
        of
        the Exchange Act, including the rules and regulations promulgated thereunder,
        and (ii) not contain any untrue statement of material fact or omit to state
        a
        material fact required to be stated therein or necessary to make the statements
        contained therein, in light of the circumstances under which they are made,
        not
        misleading, except that, in each case, no such representations shall apply
        to
        any information, including financial statements, of or provided or confirmed
        by
        Greenwich in writing specifically for such Proxy Statement.
 
 (e)  Parent
        shall bear all printing, filing and mailing costs in connection with the
        preparation, filing and mailing of the Proxy Statement to its shareholders.
        Greenwich and Parent shall each bear their own legal and accounting expenses
        in
        connection with review and preparation of the Proxy Statement.
 
 5.10  Greenwich
        Stockholders’ Meeting; Materials to Stockholders .
 
 (a)  Greenwich
        shall, in accordance with Section 251 of the DGCL and the Greenwich Charter
        Documents, duly call, give notice of, convene and hold a special meeting
        of
        Greenwich Stockholders (the “Greenwich Stockholder Meeting”) as promptly as
        practicable after the date hereof for the purpose of considering and taking
        action upon this Agreement and the Merger. Alternatively, Greenwich shall
        use
        its best efforts to obtain, in lieu of holding the Greenwich Stockholder
        Meeting, the written consent of the number of Greenwich stockholders necessary
        under the Greenwich Charter Documents and the DGCL to approve this Agreement
        and
        the Merger. Greenwich shall as promptly as practicable following the date
        of
        this Agreement prepare and mail or otherwise deliver to Greenwich stockholders
        all information as may required to comply with the DGCL.
 
 (b)  Upon
        execution of this Agreement, holders of a majority of the outstanding Greenwich
        Common Stock shall enter into a voting agreement in substantially the form
        attached hereto as Annex
        III (the
“Voting Agreement”), pursuant to which such stockholders shall agree to vote all
        shares of Greenwich Common Stock held by them in favor of approval of the
        Merger
        and this Agreement.
  
 
 5.11  Greenwich
        Stockholder Questionnaires .
        Each of
        Parent and Greenwich shall take all necessary action on its part such that
        the
        issuance of the Merger Consideration to the Greenwich stockholders constitutes
        a
        valid “private placement” under the Securities Act. Without limiting the
        generality of the foregoing, (1) Parent and Greenwich shall provide each
        Greenwich stockholder with a stockholder qualification questionnaire in the
        form
        reasonably acceptable to both Parent and Greenwich (a “Stockholder
        Questionnaire”) and (2) Greenwich shall use its best efforts to cause each
        Greenwich stockholder to attest that (i) such stockholder is acquiring the
        Merger Consideration for his, her or its sole account, for investment and
        not
        with a view to the resale or distribution thereof and (ii) that such stockholder
        either (A) is an “accredited investor” as defined in Regulation D of the
        Securities Act, (B) has such knowledge and experience in financial and business
        matters that the stockholder is capable of evaluating the merits and risks
        of
        receiving the Merger Consideration, or (C) has appointed an appropriate person
        reasonably acceptable to both Parent and Greenwich to act as the stockholder’s
        purchaser representative in connection with evaluating the merits and risks
        of
        receiving the Merger Consideration.
 
 **ARTICLE
        VI**
 **CONDITIONS
        TO THE MERGER**
 
 6.1  Conditions
        to Obligations of Each Party to Effect the Merger .
        The
        respective obligations of each party to this Agreement to effect the Merger
        shall be subject to the satisfaction at or prior to the Closing Date of the
        following conditions, any of which may be waived if waived in writing by
        both
        Parent and Greenwich:
 
 (a)  *Approval
        of Reincorporation Proposal* .
        Parent’s stockholders shall have approved the Reincorporation Proposal at the
        Parent Shareholder Meeting in accordance with the applicable provisions of
        the
        MBCA, and such reincorporation shall have been effected in accordance with
        the
        applicable provisions of the MBCA and the DGCL.
 
 (b)  *No
        Order* .
        No
        Governmental Entity shall have enacted, issued, promulgated, enforced or
        entered
        any statute, rule, regulation, executive order, decree, injunction or other
        order (whether temporary, preliminary or permanent) which is in effect and
        which
        has the effect of making the Merger illegal or otherwise prohibiting
        consummation of the Merger.
 
 (c)  *Officers’
        Certificate* .
        Each
        party shall have furnished to the other a certificate of the Chief Executive
        Officer and the Chief Financial Officer, dated as of the Effective Date,
        in
        which such officers shall certify that, to their best knowledge, the conditions
        set forth in Section 6.2 or 6.3 (as applicable) have been fulfilled and are
        true
        and correct.
 
 (d)  *Minimum
        Offering.* Parent
        shall have received irrevocable subscriptions or other irrevocable written
        commitments from one or more investors obligating such investors to purchase,
        on
        terms and conditions satisfactory to Parent in its sole discretion, securities
        of Parent for aggregate gross proceeds to it of at least $5,000,000 (the
        “Offering”), whether in a private placement under Regulation D of the Securities
        Act or otherwise, and the funds relating to such subscriptions or commitments
        shall have been deposited into an escrow account.
 
 (e)  *Confidential
        Investor Questionnaire* .
        Holders
        of at least ninety-eight percent (98%) of the outstanding shares of Greenwich
        Common Stock shall have duly executed and delivered the Confidential Investor
        Questionnaire to Greenwich.
  
 
 (f)  *Registration
        Rights Agreement.* The
        Registration Rights Agreement, substantially in the form attached hereto
        as Annex
        IV ,
        shall
        have been duly executed and delivered by the parties thereto.
 
 (g)  *Escrow
        Agreement.* The
        Escrow Agreement shall have been duly executed and delivered by the parties
        thereto.
 
 (h)  *Greenwich
        Appraisal Rights* .
        Holders
        of not more than two percent (2%) of the outstanding shares of Greenwich
        Common
        Stock shall have validly exercised, or remained entitled to exercise, their
        appraisal rights under Section 262 of the DGCL.
 
 6.2  Additional
        Conditions to Obligations of Greenwich .
        The
        obligation of Greenwich to effect the Merger shall be subject to the
        satisfaction at or prior to the Closing Date of each of the following
        conditions, any of which may be waived, in writing, exclusively by
        Greenwich:
 
 (a)  *Representations
        and Warranties* .
        The
        representations and warranties of Parent and VQ Merger Sub set forth in this
        Agreement shall be true and correct as of the date of this Agreement and
        as of
        the Closing Date as if made on and as of the Closing Date (except to the
        extent
        any such representation and warranty expressly speaks as of an earlier date)
        and
        Greenwich shall have received a certificate signed on behalf of Parent by
        the
        Chief Executive Officer of Parent to such effect; provided, however, that
        notwithstanding anything herein to the contrary, this Section 6.2(a) shall
        be
        deemed to have been satisfied even if such representations or warranties
        are not
        so true and correct unless the failure of such representations or warranties
        to
        be so true and correct, individually or in the aggregate, has had, or is
        reasonably likely to have, a Parent Material Adverse Effect.
 
 (b)  *Agreements
        and Covenants* .
        Each of
        Parent and VQ Merger Sub shall have performed or complied with, in all material
        respects, all agreements and covenants required by this Agreement to be
        performed or complied with by them on or prior to the Closing Date, and
        Greenwich shall have received a certificate to such effect signed on behalf
        of
        each of Parent and VQ Merger Sub by an authorized officer of
        Greenwich.
 
 (c)  *OTC
        Bulletin Board* .
        At the
        Effective Time, the Parent Common Stock shall be eligible for quotation and
        in
        good standing on the OTC Bulletin Board.
 
 (d)  *No
        Closing Material Adverse Effect* .
        Since
        the date hereof, there has not occurred a Parent Material Adverse Effect.
        For
        purposes of the preceding sentence and Section 6.2(a), the occurrence of
        any of
        the following events or circumstances, in and of themselves and in combination
        with any of the others, shall not constitute a Parent Material Adverse
        Effect:
 
 (1)  any
        litigation or threat of litigation filed or made after the date hereof
        challenging any of the transactions contemplated herein or any stockholder
        litigation or threat of stockholder litigation filed or made after the date
        hereof resulting from this Agreement or the transactions contemplated herein
        unless Greenwich shall conclude that it has or could have a Material Adverse
        Effect on the Parent and Greenwich Surviving Corporation, taken as a whole;
        and
 
 (2)  any
        adverse change, event or effect that is demonstrated to be caused primarily
        by
        conditions generally affecting the United States economy.
  
  (e)  *Corporate
        Documents* . ** Greenwich shall have received a copy of the certificate of incorporation
        of each
        of the Parent and VQ Merger Sub, certified by the Secretary of the State
        of
        Delaware evidencing the good standing of Parent and VQ Merger Sub in such
        jurisdiction.
  (f)  *Federal
        Tax Opinion* .
        Greenwich shall have received a tax opinion from its counsel, which opinion
        may
        be based on customary reliance and subject to customary qualifications, to
        the
        effect that for federal income tax purposes:
  (i)  Either
        (A) the Merger will qualify as a reorganization under Section 368(a) of the
        Code, and Greenwich, VQ Merger Sub and Parent will each be a party to the
        reorganization within the meaning of Section 368(b) of the Code, or (B) the
        Merger will qualify as an exchange described in Section 351 of the Code;
        and
  (ii)  No
        gain
        or loss will be recognized by the stockholders of Greenwich upon their receipt
        of the Merger Consideration pursuant to either (A) Section 354(a) of the
        Code,
        or (B) Section 351(a) of the Code.
 
 (g)  *Legal
        Opinion* .
        Parent
        and VQ Merger Sub shall have received an opinion of Maslon Edelman Borman
&
        Brand, LLP, counsel to Parent and VQ Merger Sub, dated as of the Effective
        Time
        to the effect that (1) each of Parent and VQ Merger Sub is a corporation
        duly
        organized, validly existing and in good standing under the laws of its
        jurisdiction of incorporation; (2) the execution, delivery and performance
        by
        Parent and VQ Merger Sub of the Agreement and the consummation by Parent
        and VQ
        Merger Sub of the transactions contemplated thereby are within Parent and
        VQ
        Merger Sub’s corporate powers and have been duly authorized by all necessary
        corporate and stockholder action; (3) the execution, delivery and performance
        by
        Parent and VQ Merger Sub of the Agreement and the consummation of the Merger
        by
        Parent and VQ Merger Sub require no action by or in respect of, or filing
        with,
        any Governmental Entity other than actions which have been taken, filings
        which
        have been made and the filing of the Certificate of Merger in accordance
        with
        Delaware Law and the filings necessary under Regulation D of the Securities
        Ace
        and applicable blue sky laws; (4) the execution, delivery and performance
        by
        Parent and VQ Merger Sub of the Agreement and the consummation by Parent
        and VQ
        Merger Sub of the transactions contemplated thereby do not and will not (x)
        contravene or conflict with Parent or VQ Merger Sub’s Charter Documents, (y)
        contravene or conflict with or constitute a violation of any provision of
        any
        law, regulation, judgment, injunction order or decree binding upon Parent
        or VQ
        Merger Sub and known to such counsel, or (z) constitute a default under or
        give
        rise to a right of termination, cancellation or acceleration of any right
        or
        obligation of Parent or VQ Merger Sub or to a loss of any benefit to which
        Parent or VQ Merger Sub is entitled under any provision of any agreement,
        contract or other instrument binding upon Parent or VQ Merger Sub filed as
        an
        exhibit to the Parent SEC Reports or any license, franchise, permit or other
        similar authorization held by Parent or VQ Merger Sub and known to such counsel;
        (5) this Agreement constitutes a valid and binding agreement of Parent and
        VQ
        Merger Sub (subject to customary exclusions and limitations); (6) assuming
        the
        receipt and accuracy of the attestations referred to in Section 5.11 for
        each
        Greenwich Stockholder, the issuance of the Merger Consideration, when issued
        in
        accordance with the provisions of this Agreement, will be duly authorized,
        validly issued, fully paid and nonassessable, free of all Encumbrances and
        not
        subject to preemptive rights, and will be exempt from registration under
        the
        Securities Act and applicable blue sky laws.
 
 6.3  Additional
        Conditions to the Obligations of Parent and VQ Merger Sub .
        The
        obligations of Parent and VQ Merger Sub to effect the Merger shall be subject
        to
        the satisfaction at or prior to the Closing Date of each of the following
        conditions, any of which may be waived, in writing, exclusively by
        Parent:
  
 
 (a)  *Representations
        and Warranties* .
        The
        representations and warranties of Greenwich set forth in this Agreement shall
        be
        true and correct as of the date of this Agreement and as of the Closing Date
        as
        if made on and as of the Closing Date (except to the extent any such
        representation and warranty expressly speaks as of an earlier date) and Parent
        shall have received a certificate signed on behalf of Greenwich by the Chief
        Executive Officer of Greenwich to such effect; provided, however, that
        notwithstanding anything herein to the contrary, this Section 6.3(a) shall
        be
        deemed to have been satisfied even if such representations or warranties
        are not
        so true and correct unless the failure of such representations or warranties
        to
        be so true and correct, individually or in the aggregate, has had, or is
        reasonably likely to have, a Greenwich Material Adverse Effect.
 
 (b)  *Agreements
        and Covenants* .
        Greenwich shall have performed or complied with, in all material respects,
        all
        agreements and covenants required by this Agreement to be performed or complied
        with by it at or prior to the Closing Date, and Parent shall have received
        a
        certificate to such effect signed on behalf of Greenwich by an authorized
        officer of Greenwich.
 
 (c)  *No
        Closing Material Adverse Effect* .
        Since
        the date hereof, there has not occurred a Greenwich Material Adverse Effect.
        For
        purposes of the preceding sentence and Section 6.3(a), the occurrence of
        any of
        the following events or circumstances, in and of themselves and in combination
        with any of the others, shall not constitute a Greenwich Material Adverse
        Effect:
 
 (1)  any
        litigation or threat of litigation filed or made after the date hereof
        challenging any of the transactions contemplated herein or any stockholder
        litigation or threat of stockholder litigation filed or made after the date
        hereof resulting from this Agreement or the transactions contemplated herein
        unless Parent shall conclude that it has or could have a Greenwich Material
        Adverse Effect; and
 
 (2)  any
        adverse change, event or effect that is demonstrated to be caused primarily
        by
        conditions generally affecting the United States economy.
 
 (d)  *Corporate
        Documents* .
        Parent
        shall have received a copy of the certificate of Incorporation of Greenwich,
        certified by the Secretary of State of Delaware evidencing the goal standing
        of
        Greenwich is such jurisdiction.
 
 (e)  *Legal
        Opinion* .
        Parent
        and VQ Merger Sub shall have received an opinion of Wyrick Robbins Yates
&
        Ponton LLP, counsel to Greenwich dated as of the Effective Time to the effect
        that (1) Greenwich is a corporation duly organized, validly existing and
        in good
        standing under the laws of its jurisdiction of incorporation; (2) the execution,
        delivery and performance by Greenwich of the Agreement and the consummation
        by
        Greenwich of the transactions contemplated thereby are within Greenwich’s
        corporate powers and have been duly authorized by all necessary corporate
        and
        stockholder action; (3) the execution, delivery and performance by Greenwich
        of
        the Agreement and the consummation of the Merger by Greenwich require no
        action
        by or in respect of, or filing with, any Governmental Entity other than actions
        which have been taken, filings which have been made and the filing of the
        Certificate of Merger in accordance with Delaware Law and the filings necessary
        under Regulation D of the Securities Act and applicable blue sky laws; (4)
        the
        execution, delivery and performance by Greenwich of the Agreement and the
        consummation by Greenwich of the transactions contemplated thereby do not
        and
        will not (x) contravene or conflict with the certificate of incorporation
        or
        bylaws of Greenwich, (y) contravene or conflict with or constitute a violation
        of any provision of any law, regulation, judgment, injunction order or decree
        binding upon Greenwich and known to such counsel, or (z) constitute a default
        under or give rise to a right of termination, cancellation or acceleration
        of
        any right or obligation of Greenwich or to a loss of any benefit to which
        Greenwich is entitled under any provision of any agreement, contract or other
        instrument binding upon Greenwich, and designated in the Greenwich Schedule
        or
        any license, franchise, permit or other similar authorization held by Greenwich
        and known to such counsel; (5) this Agreement constitutes a valid and binding
        agreement of Greenwich (subject to customary exclusions and limitations);
        and
        (6) assuming the receipt and accuracy of the attestations referred to in
        Section
        5.11 for each Greenwich Stockholder, the issuance of the Merger Consideration
        will be exempt from registration under the Securities Act and applicable
        blue
        sky laws.
  
 
 (f)  *Fairness
        Opinion.* Parent
        shall have received the opinion of CRI International, dated the date of this
        Agreement, to the effect that, as of such date, the consideration to be paid
        in
        the Merger by Parent is fair to Parent from a financial point of view, a
        signed
        copy of which opinion has been delivered to Parent.
 
 (g)  *Amendment
        of*  *PBI
        Note.* PBI
        shall have agreed in writing to amend the PBI Note in the manner described
        in
        Section 5.7.
  **ARTICLE
        VII**
 **TERMINATION,
        AMENDMENT AND WAIVER**
 
 7.1  Termination .
        This
        Agreement may be terminated at any time prior to the Effective Time, whether
        before or after the Greenwich Stockholder Approval:
 
 (a)  by
        mutual
        written consent duly authorized by the Boards of Directors of Parent and
        Greenwich; or
 
 (b)  by
        either
        Parent or Greenwich if the Merger shall not have been consummated by August
        31,
        2005 (such date, or such other date that may be agreed by mutual written
        consent, being the “Outside Date”) for any reason; provided, however, that the
        right to terminate this Agreement under this Section 7.1(b) shall not be
        available to any party whose action or failure to act has been a principal
        cause
        of, or resulted in the failure of, the Merger to occur on or before such
        date if
        such action or failure to act constitutes a breach of this
        Agreement;
 
 (c)  by
        either
        Parent or Greenwich if a Governmental Entity shall have issued an order,
        decree
        or ruling or taken any other action, in any case having the effect of
        permanently restraining, enjoining or otherwise prohibiting the Merger, which
        order, decree, ruling or other action shall have become final and nonappealable
        or any law, order, rule or regulation is in effect or is adopted or issued,
        which has the effect of prohibiting the Merger;
 
 (d)  by
        Parent, on the one hand, or Greenwich, on the other, if any condition to
        the
        obligation of any such party to consummate the Merger set forth in Section
        6.2
        (in the case of Greenwich) or 6.3 (in the case of Parent) becomes incapable
        of
        satisfaction prior to the Outside Date; provided,
        however, that the
        failure of such condition is not the result of a breach of this Agreement
        by the
        party seeking to terminate this Agreement;
  (e)  by
        Parent
        if, upon a vote at a duly held meeting to obtain approval of the Parent
        shareholders of the Reincorporation Proposal, such approval is not obtained;
  (f)  by
        Greenwich, if Parent or VQ Merger Sub breaches or fails to perform in any
        material respect any of its respective representations, warranties or covenants
        contained in this Agreement, which breach or failure to perform (i) would
        give
        rise to the failure of a condition set forth in Section 6.1 or 6.2, and (ii)
        cannot be or has not been cured within 30 days after the giving of written
        notice to Parent of such breach (provided that Greenwich is not then in material
        breach of any representation, warranty or covenant in this
        Agreement);
  
  (g)   by
        Greenwich:
  (i)    if
        the
        Board of Directors of Parent or VQ Merger Sub or any committee thereof withdraws
        or modifies in a manner adverse to Greenwich its approval or recommendation
        of
        this Agreement, or the Board of Directors of Parent or VQ Merger Sub or any
        committee thereof resolves to take any of the foregoing actions;
  (ii)   if
        (A)
        Parent or any of its officers, directors, employees, representatives or agents
        takes any of the actions that would be proscribed by Section 4.5 but for
        the
        exceptions therein allowing certain actions to be taken pursuant to the proviso
        in the first sentence of Section 4.5(a) or the second sentence of Section
        4.5(b)
        or (B) Parent shall have given Greenwich the notification contemplated by
        Section 7.5(c)(iii); or
  (h)  by
        Greenwich prior to receipt of the Greenwich Stockholder Approval in accordance
        with Section 7.5(b); provided,
        however, that
        Greenwich shall have complied with all provisions thereof, including the
        notice
        provisions therein;
  (i)   by
        Parent, if Greenwich breaches or fails to perform in any material respect
        any of
        its representations, warranties or covenants contained in this Agreement,
        which
        breach or failure to perform (i) would give rise to the failure of a condition
        set forth in Section 6.1 or 6.3, and (ii) cannot be or has not been cured
        within
        30 days after the giving of written notice to Greenwich of such breach (provided
        that neither Parent nor VQ Merger Sub is then in material breach of any
        representation, warranty or covenant contained in this Agreement);
  (j)   by
        Parent:
  (i)    if
        the
        Board of Directors of Greenwich or any committee thereof withdraws or modifies
        in a manner adverse to Parent its approval or recommendation of this Agreement
        or fails to recommend to Greenwich’s stockholders that they give the Greenwich
        Stockholder Approval, or the Board of Directors of Greenwich or any committee
        thereof resolves to take any of the foregoing actions;
  (ii)  if
        the
        Board of Directors of Greenwich fails to reaffirm in writing its recommendation
        to Greenwich’s stockholders that they give the Greenwich Stockholder Approval
        within five (5) days of Parent’s written request to do so (which request may be
        made at any time that a Greenwich Takeover Proposal is pending), which
        reaffirmation must also include the unconditional rejection of such Greenwich
        Takeover Proposal;
  (iii)   if
        (A)
        Greenwich or any of its officers, directors, employees, representatives or
        agents takes any of the actions that would be proscribed by Section 4.4 but
        for
        the exceptions therein allowing certain actions to be taken pursuant to the
        proviso in the first sentence of Section 4.4(a) or the second sentence of
        Section 4.4(b) or (B) Greenwich shall have given Parent the notification
        contemplated by Section 7.5(b)(iii);
  (k)   by
        Parent
        in accordance with Section 7.5(c); provided,
        however, that
        Parent shall have complied with all provisions thereof, including the notice
        provisions therein.
  7.2  Fees
        and Expenses .
        All
        Expenses incurred in connection with this Agreement and the transactions
        contemplated hereby shall be paid by the party incurring such Expenses whether
        or not the Merger is consummated; provided, however, that in the event that
        this
        Agreement is terminated by Greenwich pursuant to Sections 7.1(e) or 7.1(h)
        or by
        Parent pursuant to Section 7.1(k), then such terminating party shall promptly
        reimburse the non-terminating party for all Expenses actually incurred in
        connection with this Agreement, the Merger and the other transactions
        contemplated hereby, up to a limit of $25,000. As used in this Agreement,
        “Expenses” shall include all reasonable out-of-pocket expenses (including,
        without limitation, all fees and expenses of counsel, accountants, experts
        and
        consultants to a party hereto and its affiliates) incurred by a party or
        on its
        behalf in connection with or related to the authorization, preparation,
        negotiation, execution and performance of this Agreement and all other matters
        relating to the closing of the Merger and the other transactions contemplated
        hereby.
  
 
 7.3  Amendment .
        This
        Agreement may be amended by the parties hereto by action taken by or on behalf
        of their respective Boards of Directors at any time prior to the Effective
        Time;
        provided, however, that, after the approval and adoption of this Agreement
        by
        the stockholders of Greenwich, there shall not be any amendment that by law
        requires further approval by the stockholders of Greenwich without the further
        approval of such stockholders. This Agreement may not be amended by the parties
        hereto except by execution of an instrument in writing signed on behalf of
        each
        of Parent, Greenwich and VQ Merger Sub.
 
 7.4  Extension;
        Waiver .
        At any
        time prior to the Effective Time, any party hereto may, to the extent legally
        allowed, (i) extend the time for the performance of any of the obligations
        or
        other acts of the other parties hereto, (ii) waive any inaccuracies in the
        representations and warranties made to such party contained herein or in
        any
        document delivered pursuant hereto and (iii) waive compliance with any of
        the
        agreements or conditions for the benefit of such party contained herein.
        Any
        agreement on the part of a party hereto to any such extension or waiver shall
        be
        valid only if set forth in an instrument in writing signed on behalf of such
        party, duly authorized by such party’s Board of Directors. Delay in exercising
        any right under this Agreement shall not constitute a waiver of such right.
        No
        waiver of any provision of this Agreement shall be deemed or constitute a
        waiver
        of any other provision of this Agreement, whether or not similar, nor shall
        such
        waiver constitute a continuing waiver unless otherwise expressly
        provided.
 
 7.5  Procedure
        for Termination .
  (a)   A
        termination of this Agreement pursuant to Section 7.1 shall, in order to
        be
        effective, require in the case of Parent, VQ Merger Sub or Greenwich, action
        by
        its Board of Directors or the duly authorized designee of its Board of
        Directors.
  (b)   Greenwich
        may terminate this Agreement pursuant to Section 7.1(h) only if (i) the Board
        of
        Directors of Greenwich has received a Superior Greenwich Proposal, (ii) in
        light
        of such Superior Greenwich Proposal the Board of Directors of Greenwich shall
        have determined (A) in good faith, based upon the advice of outside counsel,
        that it is necessary for the Board of Directors of Greenwich to withdraw
        or
        modify its approval or recommendation of the Merger or this Agreement in
        order
        to comply with its fiduciary duty under applicable law or (B) in good faith
        that
        there is a substantial possibility that the Greenwich Stockholder Approval
        will
        not be obtained by reason of the existence of such Superior Greenwich Proposal,
        (iii) Greenwich has notified Parent in writing of the determination described
        in
        clause (ii) above, (iv) at least five business days following receipt by
        Parent
        of the notice referred to in clause (iii) above, and taking into account
        any
        revised proposal made by Parent since receipt of the notice referred to in
        clause (iii) above, such Superior Greenwich Proposal remains a Superior
        Greenwich Proposal and the Board of Directors of Greenwich has again made
        the
        determinations referred to in clause (ii) above, (v) Greenwich is in compliance
        with Section 4.4, (vi) the Board of Directors of Greenwich concurrently
        approves, and Greenwich concurrently enters into, a definitive agreement
        providing for the implementation of such Superior Greenwich Proposal and
        (vii)
        Parent is not at such time entitled to terminate this Agreement pursuant
        to
        Section 7.1(i).
  
  (c)   Parent
        may terminate this Agreement pursuant to Section 7.1(k) only if (i) the Board
        of
        Directors of Parent has received a Superior Parent Proposal, (ii) in light
        of
        such Superior Parent Proposal the Board of Directors of Parent has determined
        in
        good faith, based upon the advice of outside counsel, that it is necessary
        for
        the Board of Directors of Parent to withdraw or modify its approval or
        recommendation of the Merger or this Agreement in order to comply with its
        fiduciary duty under applicable law and, (iii) Parent has notified Greenwich
        in
        writing of the determination described in clause (ii) above, (iv) at least
        five
        business days following receipt by Greenwich of the notice referred to in
        clause
        (iii) above, and taking into account any revised proposal made by Greenwich
        since receipt of the notice referred to in clause (iii) above, such Superior
        Parent Proposal remains a Superior Parent Proposal and the Board of Directors
        of
        Parent has again made the determinations referred to in clause (ii) above,
        (v)
        Parent is in compliance with Section 4.5, (vi) the Board of Directors of
        Parent
        concurrently approves, and Parent concurrently enters into, a definitive
        agreement providing for the implementation of such Superior Parent Proposal
        and
        (vii) Greenwich is not at such time entitled to terminate this Agreement
        pursuant to Section 7.1(f).
  **ARTICLE
        VIII**
 **GENERAL
        PROVISIONS**
 
 8.1  Notices .
        All
        notices and other communications hereunder shall be in writing and shall
        be
        deemed given on the day of delivery if delivered personally or sent via telecopy
        (receipt confirmed) or on the second business day after being sent if delivered
        by commercial delivery service, to the parties at the following addresses
        or
        telecopy numbers (or at such other address or telecopy numbers for a party
        as
        shall be specified by like notice):
 
 (a)  if
        to
        Parent or VQ Merger Sub:
  VioQuest
        Pharmaceuticals, Inc.
 7
        Deer
        Park Drive, Suite E
 Monmouth
        Junction, New Jersey 08852
 Attn:
        Daniel Greenleaf
 Fax:
        732-274-0402
 
 With
        a
        copy to (which shall not constitute notice):
 
 Maslon
        Edelman Borman & Brand, LLP
 90
        South
        Seventh Street, Suite 3300
 Minneapolis,
        Minnesota 55402
 Attn:
        Christopher J. Melsha, Esq.
 Fax:
        612-642-8343
 
 (b)  if
        to
        Greenwich, to
 
 Greenwich
        Therapeutics, Inc.
 787
        Seventh Avenue
 48 th Floor
 New
        York,
        New York 10019
 Attn:
        President
 Fax:
        212-554-4355
 
 With
        a
        copy to (which shall not constitute notice):
 
 Wyrick
        Robbins Yates & Ponton LLP
 4101
        Lake
        Boone Trail, Suite 300
 Raleigh,
        North Carolina 27607
 Attn:
        W.
        David Mannheim, Esq.
 Fax:
        919-781-4865
  
  8.2  Interpretation .
 
 (a)  When
        a
        reference is made in this Agreement to Exhibits, such reference shall be
        to an
        Exhibit to this Agreement unless otherwise indicated. When a reference is
        made
        in this Agreement to a Section, such reference shall be to a Section of this
        Agreement. Unless otherwise indicated the words “include,”“includes” and
“including” when used herein shall be deemed in each case to be followed by the
        words “without limitation.” The table of contents and headings contained in this
        Agreement are for reference purposes only and shall not affect in any way
        the
        meaning or interpretation of this Agreement. When reference is made herein
        to
“the business of” an entity, such reference shall be deemed to include the
        business of all direct and indirect subsidiaries of such entity. Reference
        to
        the subsidiaries of an entity shall be deemed to include all direct and indirect
        subsidiaries of such entity.
 
 (b)  For
        purposes of this Agreement, the term “knowledge” means with respect to a party
        hereto, with respect to any matter in question, that any of the officers
        of such
        party has actual knowledge of such matter.
 
 (c)  For
        purposes of this Agreement, the term “person” shall mean any individual,
        corporation (including any non-profit corporation), general partnership,
        limited
        partnership, limited liability partnership, joint venture, estate, trust,
        company (including any limited liability company or joint stock company),
        firm
        or other enterprise, association, organization, entity or Governmental
        Entity.
 
 (d)  For
        purposes of this Agreement, an “agreement,”“arrangement,”“contract,”“commitment” or “plan” shall mean a legally binding, written agreement,
        arrangement, contract, commitment or plan, as the case may be.
 
 (e)  Unless
        the context requires otherwise, all words use in this Agreement in the singular
        number shall extend to and include the plural, all words in the plural number
        shall extend to and include the singular, and all words in any gender shall
        extend to and include all genders.
 
 8.3  Counterparts .
        This
        Agreement may be executed in one or more counterparts, all of which shall
        be
        considered one and the same agreement and shall become effective when one
        or
        more counterparts have been signed by each of the parties and delivered to
        the
        other party, it being understood that all parties need not sign the same
        counterpart.
 
 8.4  Entire
        Agreement; Third Party Beneficiaries .
        This
        Agreement and the documents and instruments and other agreements among the
        parties hereto as contemplated by or referred to herein, including the Parent
        Schedule and the Greenwich Schedule constitute the entire agreement among
        the
        parties with respect to the subject matter hereof and supersede all prior
        agreements and understandings, both written and oral, among the parties with
        respect to the subject matter hereof. Except as provided in Section 5.8,
        nothing
        in this Agreement is intended to or shall confer upon any other person any
        right, benefit or remedy of any nature whatsoever under or by reason of this
        Agreement.
 
 8.5  Severability .
        In the
        event that any provision of this Agreement, or the application thereof, becomes
        or is declared by a court of competent jurisdiction to be illegal, void or
        unenforceable, the remainder of this Agreement will continue in full force
        and
        effect and the application of such provision to other persons or circumstances
        will be interpreted so as reasonably to effect the intent of the parties
        hereto.
        The parties further agree to replace such void or unenforceable provision
        of
        this Agreement with a valid and enforceable provision that will achieve,
        to the
        extent possible, the economic, business and other purposes of such void or
        unenforceable provision.
  
 
 8.6  Other
        Remedies; Specific Performance .
        Except
        as otherwise provided herein, any and all remedies herein expressly conferred
        upon a party will be deemed cumulative with and not exclusive of any other
        remedy conferred hereby, or by law or equity upon such party, and the exercise
        by a party of any one remedy will not preclude the exercise of any other
        remedy.
        The parties hereto agree that irreparable damage would occur in the event
        that
        any of the provisions of this Agreement were not performed in accordance
        with
        their specific terms or were otherwise breached. It is accordingly agreed
        that
        the parties shall be entitled to seek an injunction or injunctions to prevent
        breaches of this Agreement and to enforce specifically the terms and provisions
        hereof in any court of the United States or any state having jurisdiction,
        this
        being in addition to any other remedy to which t they are entitled at law
        or in
        equity. In any action at law or suit in equity to enforce this Agreement
        or the
        rights of any of the parties hereunder, the prevailing party in such action
        or
        suit shall be entitled to receive a reasonable sum for its attorneys' fees
        and
        all other reasonable costs and expenses incurred in such action or
        suit.
 
 8.7  Governing
        Law .
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of Delaware, regardless of the laws that might otherwise govern under
        applicable principles of conflicts of law thereof.
 8.8  Rules
        of Construction .
        The
        parties hereto agree that they have been represented by counsel during the
        negotiation and execution of this Agreement and, therefore, waive the
        application of any law, regulation, holding or rule of construction providing
        that ambiguities in an agreement or other document will be construed against
        the
        party drafting such agreement or document.
 
 8.9  Assignment .
        Other
        than Parent’s assignment of this Agreement by operation of law as a result of
        the merger contemplated by the Reincorporation, no party may assign either
        this
        Agreement or any of its rights, interests, or obligations hereunder without
        the
        prior written approval of the other parties. Subject to the preceding sentence,
        this Agreement shall be binding upon and shall inure to the benefit of the
        parties hereto and their respective successors and permitted assigns. Without
        limiting the generality of the foregoing, the term “Parent” as used in this
        Agreement shall refer to the surviving corporation in the merger contemplated
        by
        the Reincorporation.
 
 8.10  Waiver
        of Jury Trial .
        EACH OF
        PARENT, GREENWICH AND VQ MERGER SUB HEREBY IRREVOCABLY WAIVES ALL RIGHT TO
        TRIAL
        BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT,
        TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS
        OF PARENT, GREENWICH AND VQ MERGER SUB IN THE NEGOTIATION, ADMINISTRATION,
        PERFORMANCE AND ENFORCEMENT HEREOF.
 
 ***[Remainder
        of page is blank; signatures follow]***
  
 
 IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement and Plan of
        Merger to be executed by their duly authorized respective officers as of
        the
        date first written above.
 
 **VioQuest
                Pharmaceuticals, Inc.**By:
              /s/ Daniel
                GreenleafName:
                Daniel GreenleafTitle:President
                and Chief Executive Officer
 **Greenwich
                Therapeutics, Inc.**By:
              /s/ J.
                Jay LobellName:J.
                Jay LobellTitle:President
 **VQ
                Acquisition Corp.**By:
              /s/ Daniel
                GreenleafName:Daniel
                GreenleafTitle:President
                and Chief Executive Officer