Exhibit
        4.2

      


      THIS
        WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED
        FOR
        INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
        AS
        AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. THIS WARRANT AND SUCH
        SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR
        HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION
        OF
        COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT
        SUCH
        OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE
        ACT
        OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.

      


      


      VIOQUEST
        PHARMACEUTICALS, INC.

      


      


      


      Warrant
        for the Purchase of Shares of

      Common
        Stock

      


      
        
          	No. [ ]	
                   [                      
                    ] Shares

                


        
         

       

      FOR
        VALUE
        RECEIVED, VIOQUEST PHARMACEUTICALS, INC., a Delaware corporation (the
“Company”),
        hereby certifies that Paramount BioCapital, Inc., its designee or its permitted
        assigns is entitled to purchase from the Company, at any time or from time
        to
        time commencing on October 18, 2005 and prior to 5:00 P.M., New York City
        time,
        on October 18, 2010 (the “Exercise
        Period”),
        [
        ] fully
        paid and non-assessable shares of common stock, $0.001 par value per share,
        of
        the Company for a purchase price per share of $1.00. (Hereinafter, (i) said
        common stock, $0.001 par value per share, of the Company, is referred to
        as the
“Common
        Stock”;
        (ii)
        the shares of the Common Stock (subject to adjustment as set forth herein)
        purchasable hereunder or under any other Warrant (as hereinafter defined)
        are
        referred to as the “Warrant
        Shares”;
        (iii)
        the aggregate purchase price payable for the Warrant Shares purchasable
        hereunder is referred to as the “Aggregate
        Warrant Price”;
        (iv)
        the price payable (initially $1.00 per share subject to adjustment as set
        forth
        herein) for each of the Warrant Shares hereunder is referred to as the
“Per
        Share Warrant Price”;
        (v)
        this Warrant, all similar Warrants issued on the date hereof and all warrants
        hereafter issued in exchange or substitution for this Warrant or such similar
        Warrants are referred to as the “Warrants”;
        (vi)
        the holder of this Warrant is referred to as the “Holder”
        and the
        holder of this Warrant and all other Warrants and Warrant Shares are referred
        to
        as the “Holders”
        and
        Holders of more than fifty percent (50%) of the Warrant Shares then issuable
        upon exercise of then outstanding Warrants are referred to as the “Majority
        of the Holders”)
        and
        (vii) the then Current Market Price per share of the Common Stock (the
“Current
        Market Price”)
        shall
        be deemed to be the last reported sale price of the Common Stock on the Trading
        Day (as defined below) immediately prior to such date or, in case no such
        reported sales take place on such day, the average of the last reported bid
        and
        asked prices of the Common Stock on such day, in either case on the principal
        national securities exchange on which the Common Stock is admitted to trading
        or
        listed, or if not listed or admitted to trading on any such exchange, the
        representative closing sale price of the Common Stock as reported by the
        National Association of Securities Dealers, Inc. Automated Quotations System
        (“NASDAQ”),
        or
        other similar organization if NASDAQ is no longer reporting such information,
        or, if the Common Stock is not reported on NASDAQ, the per share sale price
        for
        the Common Stock in the over-the-counter market as reported by the National
        Quotation Bureau or similar organization, or if not so available, the fair
        market value of the Common Stock as determined in good faith by the Company’s
        Board of Directors. A “Trading
        Day”
        shall
        mean any day on which shares of the Company’s Common Stock are sold on the
        respective exchange. The Aggregate Warrant Price is not subject to
        adjustment.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      This
        Warrant, together with warrants of like tenor, constituting in the aggregate
        Warrants to purchase 1,117,997 Warrant Shares, was originally issued pursuant
        to
        a Placement
        Agency
        Agreement (the “Placement
        Agency
        Agreement”)
        between
        the Company and Paramount BioCapital, Inc. in connection with a private
        placement by the Company of its securities.
        

      


      1. Exercise
        of Warrant.
        

      


      (a) This
        Warrant may be exercised in whole at any time, or in part from time to time,
        by
        the Holder during the Exercise Period:

      


      (i) by
        the
        surrender of this Warrant (with the subscription form at the end hereof duly
        executed) at the address set forth in subsection 9(a) hereof, together with
        proper payment of the Aggregate Warrant Price, or the proportionate part
        thereof
        if this Warrant is exercised in part, with payment for the Warrant Shares
        made
        by certified or official bank check payable to the order of, or wire transfer
        of
        immediately available funds to, the Company; or

      


      (ii) by
        the
        surrender of this Warrant (with the cashless exercise form at the end hereof
        duly executed) (a “Cashless Exercise”) at the address set forth in subsection
        9(a) hereof. Such presentation and surrender shall be deemed a waiver of
        the
        Holder's obligation to pay the Aggregate Warrant Price, or the proportionate
        part thereof if this Warrant is exercised in part. In the event of a Cashless
        Exercise, the Holder shall exchange its Warrant for that number of Warrant
        Shares subject to such Cashless Exercise multiplied by a fraction, the numerator
        of which shall be the difference between the then Current Market Price and
        the
        Per Share Warrant Price, and the denominator of which shall be the then Current
        Market Price. For purposes of any computation under this subsection 1(a),
        the
        then Current Market Price shall be based on the Trading Day immediately
        preceding such Cashless Exercise.

      


      (b) If
        this
        Warrant is exercised in part, this Warrant must be exercised for a number
        of
        whole shares of the Common Stock and the Holder is entitled to receive a
        new
        Warrant covering the Warrant Shares that have not been exercised and setting
        forth the proportionate part of the Aggregate Warrant Price applicable to
        such
        Warrant Shares. Upon surrender of this Warrant in connection with the exercise
        of this Warrant pursuant to the terms hereof, the Company will (i) issue
        a
        certificate or certificates in the name of the Holder for the largest number
        of
        whole shares of the Common Stock to which the Holder shall be entitled upon
        such
        exercise and, if this Warrant is exercised in whole, in lieu of any fractional
        share of the Common Stock to which the Holder shall be entitled, pay to the
        Holder cash in an amount equal to the fair value of such fractional share
        (determined in such reasonable manner as the Board of Directors of the Company
        shall determine), and (ii) deliver the other securities and properties
        receivable upon the exercise of this Warrant, or the proportionate part thereof,
        if this Warrant is exercised in part, pursuant to the provisions of this
        Warrant. 

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      2. Reservation
        of Warrant Shares; Listing.
        

      


      The
        Company agrees that, prior to the expiration of this Warrant, the Company
        shall
        at all times (a) have authorized and in reserve, and shall keep available,
        solely for issuance and delivery upon the exercise of this Warrant, the shares
        of the Common Stock and other securities and properties as from time to time
        shall be receivable upon the exercise of this Warrant, free and clear of
        all
        restrictions on sale or transfer, other than under Federal or state securities
        laws, and free and clear of all preemptive rights and rights of first refusal
        and (b) if the Company hereafter lists its Common Stock on any national
        securities exchange, the NASDAQ National Market or the NASDAQ Smallcap Market,
        use its commercially reasonable efforts to keep the Warrant Shares authorized
        for listing on such exchange upon notice of issuance.

      


      3. Certain
        Adjustments.
        

      


      (a) If,
        at
        any time or from time to time after the date of this Warrant, the Company
        shall
        issue or distribute to all holders of shares of Common Stock by reason of
        their
        ownership thereof evidence of its indebtedness, any other securities of the
        Company or any cash, property or other assets (excluding a subdivision,
        combination or reclassification, or dividend or distribution payable in shares
        of Common Stock, referred to in subsection 3(b), and also excluding cash
        dividends or cash distributions paid out of net profits legally available
        therefor (any such non-excluded event being herein called a “Special
        Dividend”)),
        the
        Per Share Warrant Price shall be adjusted (effective immediately prior to
        such
        issuance or distribution but after the record date for such issuance or
        distribution) by multiplying the Per Share Warrant Price then in effect by
        a
        fraction, the numerator of which shall be the Current Market Price in effect
        on
        the record date for such issuance or distribution less the fair market value
        (as
        determined in good faith by the Company's Board of Directors) of the evidence
        of
        indebtedness, cash, securities or property, or other assets issued or
        distributed in such Special Dividend applicable to one share of Common Stock
        and
        the denominator of which shall be the Current Market Price in effect on the
        record date for such issuance or distribution. An adjustment made pursuant
        to
        this subsection 3(a) shall become effective immediately prior to the payment
        date but after the record date of any such Special Dividend. If such dividend,
        distribution, subdivision or combination is not consummated in full, the
        Per
        Share Warrant Price and Warrant Shares shall be readjusted
        accordingly.

      


      (b) In
        case
        the Company shall hereafter (i) pay a dividend or make a distribution on
        its
        Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares
        of
        Common Stock into a greater number of shares, (iii) combine or reverse-split
        its
        outstanding shares of Common Stock into a smaller number of shares or (iv)
        issue
        by reclassification of its Common Stock any shares of capital stock of the
        Company, then the Per Share Warrant Price and the number of Warrant Shares
        shall
        forthwith be proportionately decreased and increased, respectively, in the
        case
        of a subdivision, distribution or stock dividend, or proportionately increased
        and decreased, respectively, in the case of a combination or reverse stock
        split. The Aggregate Warrant Price payable for the then total number Warrant
        Shares available for exercise under this Warrant shall remain the same.
        Adjustments made pursuant to this subsection 3(b) shall become effective
        on the
        record date in the case of a dividend or distribution, and shall become
        effective immediately after the effective date in the case of a subdivision,
        combination or reclassification. If such dividend, distribution, subdivision
        or
        combination is not consummated in full, the Per Share Warrant Price and Warrant
        Shares shall be readjusted accordingly.

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      (c) In
        case
        of any capital reorganization or reclassification, or any consolidation or
        merger to which the Company is a party other than a merger or consolidation
        in
        which the Company is the continuing corporation, or in case of any sale or
        conveyance to another entity of all or substantially all of the assets of
        the
        Company, or in the case of any statutory exchange of securities with another
        corporation (including any exchange effected in connection with a merger
        of a
        third corporation into the Company but excluding any exchange of securities
        or
        merger with another corporation in which the Company is a continuing corporation
        and that does not result in any reclassification of or similar change in
        the
        Common Stock), the Holder of this Warrant shall have the right thereafter
        to
        receive on the exercise of this Warrant the kind and amount of securities,
        cash
        or other property which the Holder would have owned or have been entitled
        to
        receive immediately after such reorganization, reclassification, consolidation,
        merger, statutory exchange, sale or conveyance had this Warrant been exercised
        immediately prior to the effective date of such reorganization,
        reclassification, consolidation, merger, statutory exchange, sale or conveyance
        and in any such case, if necessary, appropriate adjustment shall be made
        in the
        application of the provisions set forth in this Section 3 with respect to
        the
        rights and interests thereafter of the Holder of this Warrant to the end
        that
        the provisions set forth in this Section 3 shall thereafter correspondingly
        be
        made applicable, as nearly as may reasonably be, in relation to any shares
        of
        stock or other securities or property thereafter deliverable on the exercise
        of
        this Warrant. The above provisions of this subsection 3(c) shall similarly
        apply
        to successive reorganizations, reclassifications, consolidations, mergers,
        statutory exchanges, sales or conveyances. The Company shall require the
        issuer
        of any shares of stock or other securities or property thereafter deliverable
        on
        the exercise of this Warrant to be responsible for all of the agreements
        and
        obligations of the Company hereunder. Notice of any such reorganization,
        reclassification, consolidation, merger, statutory exchange, sale or conveyance
        and of said provisions so proposed to be made, shall be mailed to the Holders
        of
        the Warrants not less than twenty (20) days prior to such event. A sale of
        all
        or substantially all of the assets of the Company for a consideration consisting
        primarily of securities shall be deemed a consolidation or merger for the
        foregoing purposes.

      


      (d) No
        adjustment in the Per Share Warrant Price shall be required unless such
        adjustment would require an increase or decrease of at least $0.03 per share
        of
        Common Stock; provided,
        however,
        that
        any adjustments which by reason of this subsection 3(d) are not required
        to be
        made shall be carried forward and taken into account in any subsequent
        adjustment; provided,
        further,
        however, that adjustments shall be required and made in accordance with the
        provisions of this Section 3 (other than this subsection 3(d)) not later
        than
        such time as may be required in order to preserve the tax-free nature of
        a
        distribution, if any, to the Holder of this Warrant or Common Stock issuable
        upon the exercise hereof. All calculations under this Section 3 shall be
        made to
        the nearest cent or to the nearest 1/100th of a share, as the case may be.
        Anything in this Section 3 to the contrary notwithstanding, the Company shall
        be
        entitled to make such reductions in the Per Share Warrant Price, in addition
        to
        those required by this Section 3, as it in its discretion shall deem to be
        advisable in order that any stock dividend, subdivision of shares or
        distribution of rights to purchase stock or securities convertible or
        exchangeable for stock hereafter made by the Company to its stockholders
        shall
        not be taxable.

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      (e) Whenever
        the Per Share Warrant Price is adjusted as provided in this Section 3 and
        upon
        any modification of the rights of a Holder of Warrants in accordance with
        this
        Section 3, the Company shall promptly prepare a brief statement of the facts
        requiring such adjustment or modification and the manner of computing the
        same
        and cause copies of such certificate to be mailed to the Holders of the
        Warrants. The Company may, but shall not be obligated to unless requested
        by a
        Majority of the Holders, obtain, at its expense, a certificate of a firm
        of
        independent public accountants of recognized standing selected by the Board
        of
        Directors (who may be the regular auditors of the Company) setting forth
        the Per
        Share Warrant Price and the number of Warrant Shares in effect after such
        adjustment or the effect of such modification, a brief statement of the facts
        requiring such adjustment or modification and the manner of computing the
        same
        and cause copies of such certificate to be mailed to the Holders of the
        Warrants.

      


      (f) If
        the
        Board of Directors of the Company shall declare any dividend or other
        distribution with respect to the Common Stock other than a cash distribution
        out
        of earned surplus, the Company shall mail notice thereof to the Holders of
        the
        Warrants not less than ten (10) days prior to the record date fixed
        for
        determining stockholders entitled to participate in such dividend or other
        distribution.

      


      (g) If,
        as a
        result of an adjustment made pursuant to this Section 3, the Holder of any
        Warrant thereafter surrendered for exercise shall become entitled to receive
        shares of two or more classes of capital stock or shares of Common Stock
        and
        other capital stock of the Company, the Board of Directors (whose determination
        shall be conclusive and shall be described
        in a written notice to the Holder of any Warrant promptly after such adjustment)
        shall determine,
        in good
        faith,
        the
        allocation of the adjusted Per Share Warrant Price between or among shares
        or
        such classes of capital stock or shares of Common Stock and other capital
        stock.

       

      (h) Upon
        the
        expiration of any rights, options, warrants or conversion privileges with
        respect to the issuance of which an adjustment to the Per Share Warrant Price
        had been made, if such option, right warrant or conversion shall not have
        been
        exercised, the number of Warrant Shares purchasable upon exercise of this
        Warrant, to the extent this Warrant has not then been exercised, shall, upon
        such expiration, be readjusted and shall thereafter be such as they would
        have
        been had they been originally adjusted (or had the original adjustment not
        been
        required, as the case may be) on the basis of (A) the fact that Common Stock,
        if
        any, actually issued or sold upon the exercise of such rights, options, warrants
        or conversion privileges, and (B) the fact that such shares of Common Stock,
        if
        any, were issued or sold for the consideration actually received by the Company
        upon such exercise plus the consideration, if any, actually received by the
        Company for the issuance, sale or grant of all such rights, options, warrants
        or
        conversion privileges whether or not exercised; provided,
        however,
        that no
        such readjustment shall have the effect of decreasing the number of Warrant
        Shares purchasable upon exercise of this Warrant by an amount in excess of
        the
        amount of the adjustment initially made in respect of the issuance, sale
        or
        grant of such rights, options, warrants or conversion privileges.

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      (i) In
        case
        any event shall occur as to which the other provisions of this Section 3
        are not
        strictly applicable but as to which the failure to make any adjustment would
        not
        fairly protect the purchase rights represented by this Warrant in accordance
        with the essential intent and principles of the adjustments set forth in
        this
        Section 3 then, in each such case, the Board of Directors of the Company
        shall
        in good faith determine the adjustment, if any, on a basis consistent with
        the
        essential intent and principles established herein, necessary to preserve
        the
        purchase rights represented by the Warrants. Upon such determination, the
        Company will promptly mail a copy thereof to the Holder of this Warrant and
        shall make the adjustments described therein.

      


      4. Fully
        Paid Stock; Taxes.
        The
        shares of the Common Stock represented by each and every certificate for
        Warrant
        Shares delivered on the exercise of this Warrant shall, subject to compliance
        by
        the Holder with the terms hereof, at the time of such delivery, be duly
        authorized, validly issued and outstanding, fully paid and nonassessable,
        and
        not subject to preemptive rights or rights of first refusal imposed by any
        agreement to which the Company is a party, and the Company will take all
        such
        actions as may be necessary to assure that the par value, if any, per share
        of
        the Common Stock is at all times equal to or less than the then Per Share
        Warrant Price. The Company shall pay, when due and payable, any and all Federal
        and state stamp, original issue or similar taxes which may be payable in
        respect
        of the issue of any Warrant Share or any certificate thereof to the extent
        required because of the issuance by the Company of such security.

      


      5. Registration
        Under Act.
        

      


      (a) The
        Holder shall have the right to participate in the registration rights granted
        to
        purchasers of the Common Stock pursuant to paragraph
        4(b)
        of
        the
Placement
        Agency
        Agreement. 

      


      (b) Until
        all
        of the Warrant Shares and any shares of Common Stock issuable thereunder
        have
        been sold under a Registration Statement or pursuant to Rule 144(k), so long
        as
        the Company’s Common Stock remains registered under the Act, the Company shall
        use its commercially reasonable efforts to file with the Securities and Exchange
        Commission all current reports and the information as may be necessary to
        enable
        the Holder to effect sales of its shares in reliance upon Rule 144(k)
        promulgated under the Act.

      


      6. Investment
        Intent; Limited Transferability. 

      


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

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

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

      


      (c) In
        addition to the limitations set forth in Section 1 and in accordance with
        the
        legend on the first page hereof, this Warrant may not be sold, transferred,
        assigned or hypothecated by the Holder except in compliance with the provisions
        of the Act and the applicable state securities “blue sky” laws, and is so
        transferable only upon the books of the Company which it shall cause to be
        maintained for such purpose. The Company may treat the registered Holder
        of this
        Warrant as it appears on the Company's books at any time as the Holder for
        all
        purposes. The Company shall permit any Holder of a Warrant or its duly
        authorized attorney, upon written request during ordinary business hours,
        to
        inspect and copy or make extracts from its books showing the registered Holders
        of Warrant. All Warrants issued upon the transfer or assignment of this Warrant
        will be dated the same date as this Warrant, and all rights of the holder
        thereof shall be identical to those of the Holder unless, in each case,
        otherwise prohibited by applicable law.

      


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

      


      (e) The
        Holder did not (i) receive or review any advertisement, article, notice or
        other
        communication published in a newspaper or magazine or similar media or broadcast
        over television or radio, whether closed circuit, or generally available;
        or
        (ii) attend any seminar, meeting or investor or other conference whose attendees
        were, to such Holder’s knowledge, invited by any general solicitation or general
        advertising.

      


      (f) The
        Holder is an “accredited investor” within the meaning of Regulation D under the
        Act. Such Holder is acquiring the Warrants for its own account and not with
        a
        present view to, or for sale in connection with, any distribution thereof
        in
        violation of the registration requirements of the Act, without prejudice,
        however, to such Holder’s right, subject to the provisions of the Placement
        Agency
        Agreement and this
        Warrant, at all times to sell or otherwise dispose of all or any part of
        such
        Warrants and Warrant Shares.

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      (g) Either
        by
        reason of such Holder’s business or financial experience or the business or
        financial experience of its professional advisors (who are unaffiliated with
        and
        who are not compensated by the Company or any affiliate, finder or selling
        agent
        of the Company, directly or indirectly), such Holder has the capacity to
        protect
        such Holder’s interests in connection with the transactions contemplated by this
        Warrant and the Placement
        Agency
        Agreement.
        The
        Holder, by its acceptance of this Warrant, represents to the Company that
        it is
        able to fend for itself, can bear the economic risk of its investment and
        has
        such knowledge and experience in financial or business matters that it is
        capable of evaluating the merits and risks of the investment in this Warrant.
        Holder also represents it has not been organized for the purpose of acquiring
        this Warrant.

       

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

      


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

      


      9. Communication.
        No
        notice or other communication under this Warrant shall be effective or deemed
        to
        have been given unless, the same is in writing and is mailed by first-class
        mail, postage prepaid, or via recognized overnight courier with confirmed
        receipt, addressed to:

      


      (a) the
        Company at VioQuest Pharmaceuticals, Inc., 7 Deer Park Drive, Suite E, Monmouth
        Junction, New Jersey 08852, Attn: President, or other such address as the
        Company has designated in writing to the Holder.

      or

      


      (b) the
        Holder at c/o Paramount BioCapital, Inc., 787 Seventh Avenue, 48th
        Floor,
        New York, New York 10019, or other such address as the Holder has designated
        in
        writing to the Company.

      


      10. Headings.
        The
        headings of this Warrant have been inserted as a matter of convenience and
        shall
        not affect the construction hereof.

      


      11. Applicable
        Law.
        This
        Warrant shall be governed by and construed in accordance with the law of
        the
        State of New York without giving effect to the principles of conflicts of
        law
        thereof.

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      12. Amendment,
        Waiver, etc.
        Except
        as expressly provided herein, neither this Warrant nor any term hereof may
        be
        amended, waived, discharged or terminated other than by a written instrument
        signed by the party against whom enforcement of any such amendment, waiver,
        discharge or termination is sought; provided, however, that any provisions
        hereof may be amended, waived, discharged or terminated upon the written
        consent
        of the Company and the Majority of the Holders.

      


      *
        * * *
        *

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF,
        the
        Company has caused this Warrant to be signed by the undersigned duly authorized
        officer, this ___ day of October, 2005.

      


      
        
          	 	 	 
	 	VIOQUEST
                  PHARMACEUTICALS, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                  Brian
                    Lenz, Chief
                    Financial Officer 

                
	 	 


        



      
 

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      SUBSCRIPTION (cash)

      


      The
        undersigned, ___________________, pursuant to the provisions of the foregoing
        Warrant, hereby agrees to subscribe for and purchase ____________________
        shares
        of the Common Stock, par value $0.001 per share, of VioQuest Pharmaceuticals,
        Inc. covered by said Warrant, and makes payment therefor in full at the price
        per share provided by said Warrant.

       

       

      
        	Dated:_______________	Signature:____________________
	 	 
	 	Address:______________________
	_________	 


      

         


      CASHLESS
        EXERCISE

      


      The
        undersigned _____________, pursuant to the provisions of the foregoing Warrant,
        hereby elects to exchange its Warrant for ___________________ shares of Common
        Stock, par value $0.001 per share, of VioQuest Pharmaceuticals, Inc. pursuant
        to
        the Cashless Exercise provisions of the Warrant.

       

      
         

        
          	Dated:_______________	Signature:____________________
	 	 
	 	Address:______________________
	 	 


        

        
 

      

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      ASSIGNMENT

      


      FOR
        VALUE
        RECEIVED _______________ (“Assignor”) hereby sells, assigns and transfers unto
        ____________________ (“Transferee”) the foregoing Warrant and all rights
        evidenced thereby, and does irrevocably constitute and appoint
        _____________________, attorney, to transfer said Warrant on the books of
        VioQuest Pharmaceuticals, Inc. By acceptance of the foregoing Warrant,
        Transferee shall become a Holder under said Warrant and subject to the rights,
        obligations and representations of Holder set forth in said
        Warrant.

       

      
        
          
            	ASSIGNOR:	
                  
	
                  	
                  
	Dated:_______________   	Signature:____________________
	
                  	 
	
                  	Address:______________________
	
                  	
                  
	TRANSFEREE:	 
	 	 
	Dated:_______________   	Signature:____________________
	 	 
	 	Address:______________________


          

        

         

      

      


      PARTIAL
        ASSIGNMENT

      


      FOR
        VALUE
        RECEIVED _______________ (“Assignor”) hereby assigns and transfers unto
        ____________________ (“Transferee”) the right to purchase _______ shares of
        Common Stock, par value $0.001 per share, of VioQuest Pharmaceuticals, Inc.
        covered by the foregoing Warrant, and a proportionate part of said Warrant
        and
        the rights evidenced thereby, and does irrevocably constitute and appoint
        ____________________, attorney, to transfer such part of said Warrant on
        the
        books of VioQuest Pharmaceuticals, Inc. By acceptance of the proportionate
        part
        of foregoing Warrant, Transferee shall become a Holder under said proportionate
        part of said Warrant and subject to the rights, obligations and representations
        of Holder set forth in said Warrant.

       

      
        
          
            	ASSIGNOR:	
                  
	
                  	
                  
	Dated:_______________   	Signature:____________________
	
                  	 
	
                  	Address:______________________
	
                  	
                  
	TRANSFEREE:	 
	 	 
	Dated:_______________   	Signature:____________________
	 	 
	 	Address:______________________


          

        

         

      

      


      
        
          
          

        

        
          12