THIS  WARRANT  HAS BEEN,  AND THE SHARES OF COMMON  STOCK  WHICH MAY BE RECEIVED
PURSUANT TO THE EXERCISE OF THIS WARRANT WILL BE, ACQUIRED SOLELY FOR INVESTMENT
AND NOT WITH A VIEW TO,  OR FOR  RESALE IN  CONNECTION  WITH,  ANY  DISTRIBUTION
THEREOF.  NEITHER THIS WARRANT NOR SUCH SHARES (TOGETHER, THE "SECURITIES") HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
STATE  SECURITIES  LAWS.  SUCH  SECURITIES  MAY NOT BE SOLD,  OFFERED  FOR SALE,
PLEDGED OR  HYPOTHECATED  IN THE ABSENCE OF SUCH  REGISTRATION  OR AN OPINION OF
COUNSEL  REASONABLY  SATISFACTORY TO THE COMPANY THAT SUCH DISPOSITION IS EXEMPT
FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND OF ANY
APPLICABLE STATE SECURITIES LAWS.

NO. WA1-61                                              ISSUED:    APRIL 8, 2004

                        WARRANT TO PURCHASE COMMON STOCK

                                   ----------

      THIS  CERTIFIES  THAT, for good and valuable  consideration,  BURNHAM HILL
PARTNERS,  A DIVISION  OF PALI  CAPITAL,  INC.  (the  "HOLDER"),  is entitled to
purchase  from  Adventrx  Pharmaceuticals,  Inc.,  a Delaware  corporation  (the
"COMPANY"), SIX HUNDRED TWELVE THOUSAND FIVE HUNDRED FORTY-SEVEN (612,547) fully
paid and  nonassessable  shares of Common  Stock,  par  value  $0.001  per share
("COMMON STOCK"), of the Company (as adjusted pursuant to Section 3 hereof) (the
"WARRANT SHARES") at a price per share equal to Two Dollars ($2.00) (as adjusted
pursuant to Section 3 hereof) (the "EXERCISE PRICE"),  subject to the provisions
and upon the terms and conditions hereinafter set forth.

1.   METHOD OF EXERCISE; PAYMENT.

      (a) Exercise Period. The purchase right represented by this Warrant may be
exercised in whole or part by the Holder during the term of this Warrant (as set
forth in Section 10 hereof) at any time after the Commencement  Date, as defined
below,  by the  surrender  of this  Warrant  (with the notice of  exercise  form
attached  hereto as Exhibit A (the "NOTICE OF EXERCISE")  duly  executed) at the
principal  office of the Company.  If this Warrant shall have been  exercised in
part,  the  Company  shall,  at the  time  of  delivery  of the  certificate  or
certificates  representing  Warrant Shares,  deliver to the Holder a new Warrant
evidencing the rights of the Holder to purchase the unpurchased shares of Common
Stock called for by this Warrant,  which new Warrant shall in all other respects
be identical  with this  Warrant,  or at the request of the Holder,  appropriate
notation may be made on this Warrant and the same returned to the Holder.

      (b)  Exercise.  Upon  exercise of this  Warrant,  the Holder shall pay the
Company an amount equal to the product of (x) the Exercise  Price  multiplied by
(y) the total number of Warrant Shares  purchased  pursuant to this Warrant,  by
wire transfer or certified  check payable to the order of the Company or, at the
option of the Holder, such amount may be paid by the surrender of a portion of a
whole number of shares of Common Stock then held by the Holder or issuable  upon


<PAGE>


such  exercise of this Warrant,  which shall be valued and credited  toward such
amount due to the Company for the exercise of the Warrant based upon the Current
Market  Price of the Common  Stock.  The person or persons in whose  name(s) any
certificate(s)  representing  the Warrant Shares shall be issuable upon exercise
of this Warrant  shall be deemed to have become the  holder(s) of record of, and
shall be treated for all purposes as the record holder(s) of, the Warrant Shares
represented  thereby  (and  such  Warrant  Shares  shall be  deemed to have been
issued)  immediately  prior to the close of business on the date upon which this
Warrant is exercised.

      "CURRENT  MARKET PRICE" means,  in respect of any share of Common Stock on
any date herein specified,

      (1) if there shall not then be a public market for the Common  Stock,  the
higher of

      (a) the book value per share of Common Stock at such date, and

      (b) the value per share of Common Stock at such date as determined in good
faith by the Board,

      or

      (2) if there  shall  then be a public  market for the  Common  Stock,  the
higher of (x) the book value per share of Common Stock at such date, and (y) the
average  of the  daily  market  prices  for  the  10  consecutive  trading  days
immediately  before such date. The daily market price (the "DAILY MARKET PRICE")
for each  such  trading  day shall be (i) the  closing  price on such day on the
principal stock exchange  (including  Nasdaq) on which such Common Stock is then
listed or admitted to trading,  or quoted, as applicable,  (ii) if no sale takes
place on such day on any such exchange,  the last reported closing price on such
day as officially quoted on any such exchange (including  Nasdaq),  (iii) if the
Common  Stock is not then listed or  admitted to trading on any stock  exchange,
the last reported closing bid price on such day in the over-the-counter  market,
as  furnished  by the  National  Association  of  Securities  Dealers  Automatic
Quotation System or the National  Quotation  Bureau,  Inc., (iv) if neither such
corporation at the time is engaged in the business of reporting such prices,  as
furnished by any similar firm then engaged in such business,  or (v) if there is
no such  firm,  as  furnished  by any  member  of the  National  Association  of
Securities  Dealers,  Inc. (the "NASD") selected  mutually by the holder of this
Warrant  and the  Company  or, if they  cannot  agree  upon such  selection,  as
selected  by two such  members of the NASD,  one of which  shall be  selected by
holder of this Warrant and one of which shall be selected by the Company.

      (c) Stock  Certificates.  In the event of the  exercise  of this  Warrant,
certificates  for the Warrant  Shares so  purchased  shall be  delivered  to the
Holder within a reasonable  time after  exercise,  but in no case later than the
date that is three business days following receipt by the Company of a Notice of
Exercise duly completed and executed.

2. STOCK FULLY PAID;  RESERVATION OF SHARES.  All of the Warrant Shares issuable
upon the exercise of the rights  represented by this Warrant will, upon issuance
and receipt of the Exercise Price therefor, be fully paid and nonassessable, and
free from all preemptive rights,  rights of first refusal or first offer, taxes,
liens and charges with respect to the issuance thereof. During the



                                      -2-
<PAGE>


period within which the rights represented by this Warrant may be exercised, the
Company  shall  at all  times  have  authorized  and  reserved  for  issuance  a
sufficient  number of shares of its Common  Stock to provide for the exercise of
the rights represented by this Warrant.

3.  ADJUSTMENT  OF EXERCISE  PRICE AND NUMBER OF SHARES.  The number and kind of
Warrant  Shares  purchasable  upon the exercise of this Warrant and the Exercise
Price  therefor  shall be  subject  to  adjustment  from  time to time  upon the
occurrence of certain events, as follows:

      (a)  Reclassification,  Consolidation  or  Reorganization.  In case of any
reclassification  of the Common Stock (other than a change in par value, or as a
result of a subdivision  or  combination),  or in case of any  consolidation  or
merger of the Company with or into another  corporation  (other than a Change of
Control, as defined below) (any of which is a "REORGANIZATION TRANSACTION"), the
Company,  or such successor  corporation as the case may be, shall execute a new
warrant,  providing  that the Holder  shall have the right to exercise  such new
warrant,  and  procure  upon such  exercise  and  payment of the same  aggregate
Exercise Price, in lieu of the Warrant Shares theretofore issuable upon exercise
of this Warrant, the kind and amount of shares of stock, other securities, money
and property as would be payable for the Warrant  Shares  issuable upon exercise
of this Warrant as if such Warrant Shares were  outstanding on the  consummation
of the  Reorganization  Transaction.  For  purposes  of this  Warrant,  the term
"CHANGE OF CONTROL"  shall mean (i) any  acquisition  of the Company by means of
merger,  acquisition,  or  other  form  of  corporate  reorganization  in  which
outstanding  shares  of the  Company  are  exchanged  for  securities  or  other
consideration  issued, or caused to be issued,  by the acquiring  corporation or
its subsidiary or parent (other than a reincorporation  transaction or change of
domicile) and pursuant to which the holders of the outstanding voting securities
of the  Company  immediately  prior  to  such  consolidation,  merger  or  other
transaction fail to hold equity securities representing a majority of the voting
power  of  the  Company  or  surviving   entity   immediately   following   such
consolidation,  merger or other transaction  (excluding voting securities of the
acquiring  corporation held by such holders prior to such transaction) or (ii) a
sale of all or substantially all of the assets of the Company.

      (b) Stock  Splits,  Dividends  and  Combinations.  In the  event  that the
Company shall at any time subdivide the  outstanding  shares of Common Stock, or
shall issue a stock  dividend on its  outstanding  shares of Common  Stock,  the
number of Warrant  Shares  issuable  upon  exercise of this Warrant  immediately
prior to such  subdivision  or to the issuance of such stock  dividend  shall be
proportionately  increased,  and the  Exercise  Price  shall be  proportionately
decreased,  and in the event  that the  Company  shall at any time  combine  the
outstanding  shares of Common Stock,  the number of Warrant Shares issuable upon
exercise  of this  Warrant  immediately  prior  to  such  combination  shall  be
proportionately  decreased,  and the  Exercise  Price  shall be  proportionately
increased,  effective at the close of business on the date of such  subdivision,
stock dividend or combination, as the case may be.

      (c) Issuance of Additional Shares.

          (i) If at any time while this  Warrant is  outstanding  and after June
          30,  2004,  the  Company  shall issue or sell any shares of its Common
          Stock (other than Excluded Shares (as that term is defined below),


                                      -3-
<PAGE>


          "ADDITIONAL  SHARES") in exchange for  consideration  in an amount per
          Additional  Share  less  than  the  Exercise  Price  at the  time  the
          Additional  Shares  are  issued  or  sold,  then  the  Exercise  Price
          immediately  prior to such  issue or sale  shall be reduced to a price
          determined by dividing:

              (1) an  amount  equal to the sum of (a) the  number  of  shares of
              Common Stock  outstanding  immediately prior to such issue or sale
              multiplied  by the  then  existing  Exercise  Price,  plus (b) the
              consideration,  if any, received by the Company upon such issue or
              sale, by

              (2) the  total  number  of  shares  of  Common  Stock  outstanding
              immediately after such issue or sale.

          (ii) The  provisions of Section  3(c)(i) shall not apply to any deemed
          issuance  of  Additional  Shares for which an  adjustment  is provided
          under  Section 3(a) or 3(b).  No adjustment of the number of shares of
          Common Stock  acquirable  upon  exercise of this Warrant shall be made
          under  Section  3(c) upon the  issuance of any shares of Common  Stock
          which are issued  pursuant to the  exercise  of any  warrants or other
          subscription  or purchase  rights or  pursuant to the  exercise of any
          conversion or exchange  rights in any convertible  securities,  if any
          such adjustment  shall  previously have been made upon the issuance of
          such warrants or other rights or upon the issuance of such convertible
          securities  (or upon  the  issuance  of any  warrant  or other  rights
          therefor) pursuant to Section 3(d).

For purposes of this Warrant the term  "EXCLUDED  SHARES"  means:  (i) shares of
Common Stock  issuable or issued after the Closing Date to officers,  employees,
consultants  or  directors  of the  Company  directly  or  pursuant  to a  stock
purchase,  stock option,  restricted stock or other written compensation plan or
agreement approved by the Board of Directors of the Company (the "BOARD");  (ii)
shares of Common Stock issued or issuable after the Closing Date,  primarily for
non-equity  financing  purposes  and as  approved  by the  Board,  to  financial
institutions  or lessors in  connection  with  commercial  credit  arrangements,
equipment  financings or similar transactions or to vendors of goods or services
or  customers;  (iii)  shares of Common  Stock  issuable  upon (a)  exercise  of
warrants,  options,  notes or other rights to acquire securities of the Company,
in each case,  outstanding  on the issuance  date of this Warrant (the  "WARRANT
DATE"),  (b) conversion of shares of the Company's  Preferred  Stock,  par value
$0.01 per share,  outstanding  on the Warrant  Date,  (c) exchange of promissory
notes issued by the Company outstanding on the Warrant Date, (iv) the Shares (as
such term is defined Common Stock and Warrant  Purchase  Agreement,  dated as of
the Warrant  Date,  among the Company  and the  persons and  entities  listed on
Schedule 1 thereto (the "PURCHASE AGREEMENT")) or (v) the Warrants (as such term
is defined in the Purchase Agreement); (vi) capital stock or warrants or options
to purchase  capital  stock issued in  connection  with bona fide  acquisitions,
mergers or similar  transactions,  the terms of which are approved by the Board;
(vii) shares of Common Stock  issued or issuable to licensors of  technology  of
the Company to pay  expenses,  royalties  or  milestone  payments  for which the
Company is obligated under any licensing or related agreement;  (viii) shares of
Common Stock issuable or issued  pursuant to stock splits,  stock  dividends and



                                      -4-
<PAGE>


the like,  or (ix) shares of Common  Stock issued or issuable by way of dividend
or other distribution on Excluded Shares.

(a)  Issuance of Common Stock Equivalents.

          (i) If at any time while this Warrant is outstanding the Company shall
          issue or sell  any  warrants  or  other  rights  to  subscribe  for or
          purchase  any  additional  shares  of Common  Stock or any  securities
          convertible  into shares of Common  Stock  (other than the  Additional
          Shares) (collectively, "COMMON STOCK EQUIVALENTS"), whether or not the
          rights to exchange or convert thereunder are immediately  exercisable,
          and the  effective  price per share for which Common Stock is issuable
          upon  the  exercise,  exchange  or  conversion  of such  Common  Stock
          Equivalents   shall  be  less  than  the  Exercise   Price  in  effect
          immediately prior to the time of such issue or sale, then the Exercise
          Price shall be adjusted as provided in Section  3(c) on the basis that
          the  maximum  number of  additional  shares of Common  Stock  issuable
          pursuant to all such Common Stock  Equivalents shall be deemed to have
          been issued and outstanding and the Company shall have received all of
          the  consideration  payable  therefor,  if any,  as of the date of the
          actual  issuance  of  such  Common  Stock   Equivalents.   No  further
          adjustments  to the  current  Warrant  Price  shall be made under this
          Section  3(d) upon the  actual  issue of such  Common  Stock  upon the
          exercise, conversion or exchange of such Common Stock Equivalents.

          (ii) Upon the  expiration  or  termination  of any such  Common  Stock
          Equivalents,  the Exercise Price, to the extent in any way affected by
          or computed using such Common Stock  Equivalents,  shall be recomputed
          to reflect the  issuance of the total number of shares of Common Stock
          (and  convertible or exchangeable  securities  which remain in effect)
          actually  issued upon the  exercise,  exchange or  conversion  of such
          Common  Stock  Equivalents  to the  extent  that this  Warrant is then
          outstanding.

      (e) Other Action  Affecting Common Stock. In case at any time or from time
to time the Company shall take any action in respect of its Common Stock,  other
than the  payment  of  dividends  permitted  by  Section 3 or any  other  action
described  in Section 3, then,  unless such  action  will not have a  materially
adverse  effect  upon the rights of the  Holder,  the number of shares of Common
Stock or other stock into which this Warrant is exercisable  and/or the purchase
price  thereof  shall be  adjusted  in such  manner as may be  equitable  in the
circumstances.

      (f) Certificate as to Adjustments.  Upon the occurrence of each adjustment
or  readjustment  of the  Exercise  Price,  the Company,  at its expense,  shall
promptly  compute such  adjustment or  readjustment in accordance with the terms
hereof and  prepare  and  furnish to the  Holder of this  Warrant a  certificate
setting forth such  adjustment or  readjustment  and showing in detail the facts
upon which such adjustment or readjustment is based. The Company shall, upon the
written  request at any time of the Holder of this Warrant,  furnish or cause to
be  furnished  to  such  Holder  a  like  certificate  setting  forth  (i)  such
adjustments and readjustments, (ii) the Exercise Price at the time in effect and
(iii) the  number of shares of Common  Stock and the  amount,  if any,  or other
property which at the time would be received upon the exercise of Warrants owned
by such Holder.



                                      -5-
<PAGE>


      (g) Notice of Corporate Action. If at any time:

          (i) the Company shall take a record of the holders of its Common Stock
for the  purpose of  entitling  them to receive a  dividend  (other  than a cash
dividend  payable out of earnings or earned  surplus  legally  available for the
payment of dividends under the laws of the  jurisdiction of incorporation of the
Company) or other  distribution,  or any right to subscribe  for or purchase any
evidences  of its  indebtedness,  any  shares of stock of any class or any other
securities or property, or to receive any other right, or

          (ii) there shall be any capital  reorganization  of the  Company,  any
reclassification  or recapitalization of the capital stock of the Company or any
consolidation  or merger of the  Company  with,  or any sale,  transfer or other
disposition of all or substantially all the property,  assets or business of the
Company to, another corporation, or

          (iii)  there  shall  be  a  voluntary  or   involuntary   dissolution,
liquidation or winding up of the Company;

then, in any one or more of such cases, the Company shall give to the Holder (i)
at least  10-days' prior written notice of the date on which a record date shall
be selected for such dividend,  distribution or right or for determining  rights
to  vote  in  respect  of any  such  reorganization,  reclassification,  merger,
consolidation, sale, transfer, disposition,  dissolution, liquidation or winding
up, and (ii) in the case of any such reorganization,  reclassification,  merger,
consolidation, sale, transfer, disposition,  dissolution, liquidation or winding
up, at least  10-days' prior written notice of the date when the same shall take
place.  Such notice in accordance  with the foregoing  clause also shall specify
(i) the date on which any such  record is to be taken  for the  purpose  of such
dividend,  distribution or right,  the date on which the holders of Common Stock
shall be entitled to any such dividend,  distribution  or right,  and the amount
and  character  thereof,  and (ii) the  date on which  any such  reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
dissolution,  liquidation  or winding  up is to take place and the time,  if any
such  time is to be fixed,  as of which the  holders  of Common  Stock  shall be
entitled  to  exchange  their  shares of Common  Stock for  securities  or other
property  deliverable  upon  such  reorganization,   reclassification,   merger,
consolidation, sale, transfer, disposition,  dissolution, liquidation or winding
up. Each such  written  notice shall be  sufficiently  given if addressed to the
Holder at the last  address of the Holder  appearing on the books of the Company
and delivered in accordance with Section 11(d).

      (h) Adjustment if Registration Statement Not Effective.  If a Registration
Statement  (as defined in the  Registration  Rights  Agreement,  dated as of the
Warrant Date,  among the Company and the persons and entities listed on Schedule
1 thereto (the "REGISTRATION  RIGHTS  AGREEMENT")) is not effective with respect
to all  the  Registrable  Securities  (as  defined  in the  Registration  Rights
Agreement), other than Regisrtable Securities held by holders (i) which have not
complied with the Registration Rights Agreement,  including, without limitation,
Section 4 thereof,  or (ii) have  otherwise not permitted the Company to include


                                      -6-
<PAGE>


such  Registrable  Securities  on the  Registration  Statement,  on or  prior to
November  12,  2004,  then the  Exercise  Price shall be adjusted to equal $1.50
(subject to adjustment for stock splits, reverse splits, stock dividends and the
like,  and subject to adjustment in  proportion  to any  adjustment  pursuant to
Section 3(c)).

4. TRANSFER OF WARRANT.  This Warrant may only be transferred in compliance with
federal  and state  securities  laws;  provided,  however,  that the Company may
withhold its consent to transfer or  assignment of this Warrant to any person or
entity  who is  deemed  to be a  competitor  or  prospective  competitor  of the
Company,  such determination to be made in the reasonable judgment of the Board.
If, at the time of the surrender of this Warrant in connection with any transfer
of this Warrant or the resale of the Warrant Stock,  this Warrant or the Warrant
Stock,  as applicable,  shall not be registered  under the  Securities  Act, the
Company may  require,  as a condition  of allowing  such  transfer  (i) that the
Holder or  transferee  of this Warrant or the Warrant  Stock as the case may be,
furnish  to the  Company  a  written  opinion  of  counsel  that  is  reasonably
acceptable  to the Company to the effect that such  transfer may be made without
registration  under  the  Securities  Act,  (ii) that the  Holder or  transferee
execute and deliver to the Company an  investment  letter in form and  substance
acceptable  to the Company and  substantially  in the form attached as Exhibit B
hereto and (iii) that the transferee be an  "accredited  investor" as defined in
Rule 501(a)  promulgated  under the Securities Act. Transfer of this Warrant and
all rights  hereunder,  in whole or in part,  in  accordance  with the foregoing
provisions, shall be registered on the books of the Company to be maintained for
such  purpose,  upon  surrender of this Warrant at the  principal  office of the
Company or the  office or agency  designated  by the  Company,  together  with a
written assignment of this Warrant substantially in the form of Exhibit C hereto
duly executed by the Holder or its  attorney-in-fact and funds sufficient to pay
any transfer taxes payable upon the making of such transfer. Upon such surrender
and, if required,  such  payment,  the Company  shall  execute and deliver a new
Warrant  or  Warrants  in the  name  of the  assignee  or  assignees  and in the
denomination specified in such instrument of assignment,  and shall issue to the
assignor a new Warrant  evidencing  the portion of this Warrant not so assigned,
and this Warrant shall promptly be cancelled. Following a transfer that complies
with the  requirements  of this Section 4, the Warrant may be exercised by a new
Holder for the  purchase  of shares of Common  Stock  regardless  of whether the
Company  issued or  registered a new Warrant on the books of the  Company.  This
Section 4 shall survive the exercise or expiration of the Warrant.

5. CONDITIONS TO EXERCISE OF WARRANT.

      (a) Each certificate evidencing the Warrant Shares issued upon exercise of
this Warrant shall be stamped or imprinted  with a legend  substantially  in the
following form:

          THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
          UNDER THE  SECURITIES  ACT OF 1933 (THE "ACT") AND MAY NOT
          BE  OFFERED,  SOLD OR  OTHERWISE  TRANSFERRED,  PLEDGED OR
          HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR,
          IN  THE   OPINION  OF   COUNSEL  IN  FORM  AND   SUBSTANCE
          SATISFACTORY  TO THE  ISSUER  OF  THESE  SECURITIES,  SUCH
          OFFER,  SALE OR TRANSFER,  PLEDGE OR  HYPOTHECATION  IS IN
          COMPLIANCE THEREWITH.



                                -7-
<PAGE>


      (b) REMOVAL OF LEGEND AND TRANSFER RESTRICTIONS.  Any legend endorsed on a
certificate  pursuant to this Section 5 shall be removed,  and the Company shall
issue a certificate  without such legend to the holder of such Warrant Shares if
(i) such Warrant Shares are resold  pursuant to a registration  statement  under
the  Securities  Act  of  1933,  as  amended,   and  a  prospectus  meeting  the
requirements  of  Section  10 of the  Securities  Act  is  delivered  or  deemed
delivered to the purchaser of such Warrant Shares, (ii) if such holder satisfies
the  requirements  of Rule 144(k) or (iii) if such holder  provides  the Company
with an opinion of counsel  for such holder of the  Warrant  Shares,  reasonably
satisfactory to the Company,  to the effect that a sale,  transfer or assignment
of such Warrant Shares may be made without  registration.  This paragraph  shall
survive any exercise of this Warrant.

      (c)  RESTRICTIONS  ON  EXERCISE  AMOUNT.  Unless a Holder  delivers to the
Company  irrevocable  written notice (x) prior to the date of issuance hereof or
61 days prior to the effective  date of such notice that this Section 5(c) shall
not apply to such Holder or (y) prior to a Change of Control, the Holder may not
acquire a number of Warrant Shares to the extent that,  upon such exercise,  the
number of shares of Common Stock then beneficially  owned by such Holder and its
affiliates  and any other  persons or entities  whose  beneficial  ownership  of
Common Stock would be aggregated with the Holder's for purposes of Section 13(d)
of the  Securities  Exchange  Act of 1934,  as  amended  (the  "EXCHANGE  ACT"),
(including  shares  held by any  "group"  of which the  Holder is a member,  but
excluding shares  beneficially owned by virtue of the ownership of securities or
rights to acquire  securities  that have  limitations  on the right to  convert,
exercise or purchase  similar to the limitation set forth herein)  exceeds 9.99%
of the total  number of shares of Common  Stock of the  Company  then issued and
outstanding.  For purposes hereof,  "group" has the meaning set forth in Section
13(d) of the Exchange  Act and  applicable  regulations  of the  Securities  and
Exchange  Commission (the  "COMMISSION"),  and the percentage held by the holder
shall be determined in a manner  consistent with the provisions of Section 13(d)
of the  Exchange  Act.  Each  delivery  of a notice of exercise by a Holder will
constitute a representation  by such Holder that it has evaluated the limitation
set forth in this  paragraph  and  determined,  based on the most recent  public
filings by the Company with the Commission, that the issuance of the full number
of Warrant Shares  requested in such notice of exercise is permitted  under this
paragraph.

6. FRACTIONAL  SHARES. No fractional Warrant Shares will be issued in connection
with any exercise  hereunder,  but in lieu of such fractional shares the Company
shall make a cash payment  therefor upon the basis of the Exercise Price then in
effect.

7. REGISTRATION  RIGHTS. The Holder shall have the registration rights described
in the Registration Rights Agreement.

8. RIGHTS OF STOCKHOLDERS.  No Holder shall be entitled, as a Warrant holder, to
vote or receive dividends or be deemed the holder of Warrant Shares or any other
securities  of the Company  which may at any time be  issuable  on the  exercise
hereof for any  purpose,  nor shall  anything  contained  herein be construed to
confer upon the Holder any of the rights of a stockholder  of the Company or any
right to vote for the  election of  directors  or upon any matter  submitted  to
stockholders  at any  meeting  thereof,  or to give or  withhold  consent to any
corporate  action  (whether  upon  any  recapitalization,   issuance  of  stock,
reclassification  of  stock,  change  of  par  value,   consolidation,   merger,
conveyance, or otherwise) or to receive dividends or


                                -8-
<PAGE>


1.  subscription  rights or otherwise  with respect to the Warrant  Shares until
this Warrant shall have been exercised and the Warrant Shares  purchasable  upon
the exercise hereof shall have become deliverable, as provided herein.

2. TERM OF WARRANT.  This Warrant shall become  exercisable  on the Warrant Date
and shall no longer be  exercisable  as of the  earlier  of (i) 5:00  p.m.,  San
Diego,  California local time, on the date that is the five-year  anniversary of
the Warrant Date; and (ii) upon consummation of a Change of Control.

3. MISCELLANEOUS.

      (a) This Warrant is being  delivered in the State of California  and shall
be  construed  and enforced in  accordance  with and governed by the laws of the
State of California, without giving effect to principles of conflicts of laws.

      (b) The headings in this Warrant are for purposes of reference  only,  and
shall not limit or otherwise affect any of the terms hereof.

      (c) The terms of this Warrant shall be binding upon and shall inure to the
benefit of any successors or assigns of the Company and of the Holder and of the
Warrant Shares issued or issuable upon the exercise hereof.

      (d) Any notice  provided  for or  permitted  under this  Warrant  shall be
treated as having been given (a) upon receipt, when delivered personally or sent
by  confirmed  facsimile or telecopy,  (b) one day after  sending,  when sent by
commercial  overnight courier with written verification of receipt, or (c) three
business days after deposit with the United States Postal  Service,  when mailed
postage  prepaid by certified or  registered  mail,  return  receipt  requested,
addressed (a) if to the Company, at 9948 Hibert Street, Suite 100, San Diego, CA
92131, facsimile:  (858) 271-9678,  Attention:  Nicholas J. Virca, or, if to the
Holder,  at such address or facsimile  number as the Holder shall have furnished
to the Company in  writing,  or at such other place of which the other party has
been notified in accordance with the provisions of this Section 11(d).

      (e)  This  Warrant  constitutes  the  full and  entire  understanding  and
agreement between the parties with regard to the subjects hereof.

      (f) Upon receipt of evidence reasonably satisfactory to the Company of the
loss,  theft,  destruction or mutilation of this Warrant and, in the case of any
such  loss,  theft or  destruction,  upon  delivery  of an  indemnity  agreement
reasonably satisfactory in form and amount to the Company or, in the case of any
such mutilation, upon surrender and cancellation of such Warrant, the Company at
the Holder's  expense will execute and deliver to the holder of record,  in lieu
thereof, a new Warrant of like date and tenor.

      (g) This  Warrant  and any  provision  hereof  may be  amended,  waived or
terminated  only by an  instrument  in  writing  signed by the  Company  and the
Holder.

      (h) Receipt of this Warrant by the Holder shall  constitute  acceptance of
and agreement to the foregoing terms and conditions.



                                      -9-
<PAGE>


         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer.

         Issued: April 8, 2004.

                                               ADVENTRX PHARMACEUTICALS, INC.

                                               By:      /s/ Nicholas J. Virca
                                                        Nicholas J. Virca
                                                        President & CEO












             SIGNATURE PAGE TO THE WARRANT TO PURCHASE COMMON STOCK


<PAGE>




                                    EXHIBIT A

                               NOTICE OF EXERCISE

TO:      Adventrx Pharmaceuticals, Inc.
         9948 Hibert Street, Suite 100
         San Diego, CA  92131

         1. The undersigned hereby elects to purchase ____________ shares of
Common Stock, par value $0.001 per share, of the Company ("COMMON STOCK")
pursuant to the terms of Section 1(b) of the Warrant to Purchase Common Stock
dated ___________ 2004 (the "WARRANT"), and tenders herewith payment of the
purchase price of such shares in full.

         2. The undersigned hereby elects to convert the attached Warrant into
Common Stock of Adventrx Pharmaceuticals, Inc. through "cashless exercise" in
the manner specified in the Warrant. This conversion is exercised with respect
to _____________________ of the Shares covered by the Warrant.

         Please issue a certificate or certificates representing said _________
shares of Common Stock in the name of the undersigned or in such other name as
is specified below:

                           Name:      _________________________________

                           Address:   _________________________________

                                      ---------------------------------

         The undersigned hereby represents and warrants that the aforesaid
shares of Common Stock are being acquired for the account of the undersigned for
investment and not with a view to, or for resale, in connection with the
distribution thereof, and that the undersigned has no present intention of
distributing or reselling such shares.

                                 --------------

                                 By:      ______________________________________

                                 Name:    ______________________________________

                                 Title:   ______________________________________

                                 Date:    ______________________________________




<PAGE>

                                    EXHIBIT B

                    FORM OF INVESTMENT REPRESENTATION LETTER

In connection with the acquisition of [warrants (the "Warrants") to purchase
_______ shares of Common Stock of Adventrx Pharmaceuticals, Inc. (the
"Company"), par value $0.001 per share (the "Common Stock")][________ shares of
Common Stock of Adventrx Pharmaceuticals, Inc. (the "Company"), par value $0.001
per share (the "Common Stock")], by _______________ (the "Holder") from
_____________, the Holder hereby represents and warrants to the Company as
follows:

The Holder (i) is an "Accredited Investor" as that term is defined in Rule 501
of Regulation D promulgated under the Securities Act of 1933, as amended (the
"Act"); and (ii) has the ability to bear the economic risks of such Holder's
prospective investment, including a complete loss of Holder's investment in the
Warrants and the shares of Common Stock issuable upon the exercise thereof
(collectively, the "Securities").

The Holder, by acceptance of the Warrants, represents and warrants to the
Company that the Warrants and all securities acquired upon any and all exercises
of the Warrants are purchased for the Holder's own account, and not with view to
distribution of either the Warrants or any securities purchasable upon exercise
thereof in violation of applicable securities laws.

The Holder acknowledges that (i) the Securities have not been registered under
the Act, (ii) the Securities are "restricted securities" and the certificate(s)
representing the Securities shall bear the following legend, or a similar legend
to the same effect, until (i) in the case of the shares of Common Stock
underlying the Warrants, such shares shall have been registered for resale by
the Holder under the Act and effectively been disposed of in accordance with a
registration statement that has been declared effective; or (ii) in the opinion
of counsel for the Company such Securities may be sold without registration
under the Act:

"[NEITHER] THE SECURITIES REPRESENTED BY THIS CERTIFICATE [NOR THE SECURITIES
INTO WHICH THEY ARE EXERCISABLE] HAVE [NOT] BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), AND ALL SUCH SECURITIES ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN THIS CERTIFICATE. [NEITHER] THE
SECURITIES REPRESENTED HEREBY [NOR THE SECURITIES INTO WHICH THEY ARE
EXERCISABLE] MAY [NOT] BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF
COUNSEL, REASONABLY ACCEPTABLE TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT
THE PROPOSED SALE, TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT
REGISTRATION UNDER THE ACT."

IN WITNESS WHEREOF, the Holder has caused this Investment Representation Letter
to be executed in its corporate name by its duly authorized officer this __ day
of __________ 200_.

[Name]


By:______________________________
Name:
Title:

<PAGE>


                                    EXHIBIT C

                                 ASSIGNMENT FORM

FOR VALUE RECEIVED the undersigned registered owner of this Warrant for the
purchase of shares of Common Stock of Adventrx Pharmaceuticals, Inc. hereby
sells, assigns and transfers unto the Assignee named below all of the rights of
the undersigned under this Warrant, with respect to the number of shares of
common stock set forth below:

---------------------------------------

---------------------------------------

---------------------------------------
(Name and Address of Assignee)

---------------------------------------
(Number of Shares of Common Stock)


and does hereby irrevocably constitute and appoint ____________ attorney-in-fact
to register such transfer on the books of the Company, maintained for the
purpose, with full power of substitution in the premises.

Dated:_________________________________

--------------------------------------
(Print Name and Title)

--------------------------------------
(Signature)

--------------------------------------
(Witness)


NOTICE: The signature on this assignment must correspond with the name as
written upon the face of the Warrant in every particular, without alteration or
enlargement or any change whatsoever.