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-                                               ISSUED:    APRIL 8, 2004

                      A-1 WARRANT TO PURCHASE COMMON STOCK

                                   ----------

      THIS CERTIFIES THAT, for good and valuable consideration, ___________ (the
"HOLDER")  is  entitled to  purchase  from  Adventrx  Pharmaceuticals,  Inc.,  a
Delaware corporation (the "COMPANY"), [30%  Coverage]_______________  (________)
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 9 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 any
time  following  the first  anniversary  of the Warrant Date, if there is not an
effective   Registration  Statement  (as  defined  in  the  Registration  Rights
Agreement) with respect to all of the Warrant Shares, then at the option


<PAGE>


of the Holder,  such amount may be paid by the  surrender of a portion of shares
of Common Stock then held by the Holder or issuable  upon 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


                                      -2-
<PAGE>



refusal or first  offer,  taxes,  liens and charges with respect to the issuance
thereof.  During the 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.


                                      -3-
<PAGE>


      (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),
          "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"));  (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;


                                      -4-

<PAGE>




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

      (d) 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


                                      -5-
<PAGE>




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.

      (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


                                      -6-
<PAGE>


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 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


                                -7-
<PAGE>


          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.

      (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 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


                                      -8-
<PAGE>




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  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.

9. 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.

10.  REDEMPTION  AT  COMPANY'S  ELECTION.  The  Company may at the option of the
Board,  by at  least  seven-days'  prior  written  notice  to  the  Holder  (the
"REDEMPTION  NOTICE"),  redeem this  Warrant,  in whole or in part,  at any time
after  June 30,  2004,  provided  that (i) the Daily  Market  Price  for  twenty
consecutive  trading  days is equal to or  greater  than  the  product  of (x) 2
multiplied by (y) the Exercise Price,  (ii) either (A) all of the Warrant Shares
underlying  this Warrant to be redeemed are then  registered  under an effective
registration  statement  or (B)  may be  sold  pursuant  to Rule  144  during  a
three-month  period  without   registration  under  the  Securities  Act,  (iii)
sufficient shares of Common Stock of the Company are authorized and reserved for
issuance upon the full exercise of this Warrant,  (iv) all of the Warrant Shares
issuable upon exercise of this Warrant are then listed on every stock  exchange,
market or bulletin board on which any Common Stock of the Company is then listed
and  (v)  the  Company  is  not in  default  of any  material  provision  of any
Transaction  Agreement (as defined in the Purchase  Agreement).  The  Redemption
Notice  shall set forth a date,  not less than  seven days after the date of the
Redemption  Notice,  on which the  redemption  of this Warrant  shall occur (the
"REDEMPTION DATE"). On the Redemption Date, (i) the Company shall pay the Holder
by  certified  check an amount equal to the product of (x) $0.01 (as adjusted in
proportion to any adjustment to the Exercise Price pursuant to Section 3 hereof)
multiplied by (y) the number of Warrant Shares so redeemed;  and (ii) the Holder
shall  deliver  the  original  copy of this  Warrant  marked  "REDEEMED"  to the
Company. If the Company shall redeem this Warrant in part, the Company shall, at
the Redemption Date,  provided that the Holder shall have delivered the original
copy of this Warrant marked  "REDEEMED" to the Company,  deliver to the Holder a
new  Warrant  evidencing  the rights of the Holder to  purchase  the  unredeemed
shares of Common Stock called for by this  Warrant,  which new Warrant  shall in
all other  respects be identical  with this Warrant.  Nothing in this Section 10
shall  prevent the exercise of the Warrants at any time prior to the  Redemption
Date.

11. 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.


                                      -9-
<PAGE>




      (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.


                            [SIGNATURE PAGE FOLLOWS]


                                      -10-
<PAGE>


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

Issued: April __, 2004

                                   ADVENTRX PHARMACEUTICALS, INC.

                                   By: _________________________________________
                                        Nicholas J. Virca
                                        President & CEO




           SIGNATURE PAGE TO THE A-1 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 A-1  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,  and  that  all  representations  and
warranties of the undersigned with respect to the Warrant and Warrant Shares (as
defined in the  Warrant) set forth in Section 4 of the  Purchase  Agreement  (as
defined in the Warrant) were true and correct as of the Warrant Date (as defined
in the Warrant) and are true and correct as of the date hereof.


                                  - - - - - - - - - -

                                  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.