COMMON STOCK AND WARRANT PURCHASE AGREEMENT

This Common Stock and Warrant Purchase Agreement (this "AGREEMENT"), dated April
8, 2004 (the "AGREEMENT  DATE"),  is between ADVENTRX  Pharmaceuticals,  Inc., a
Delaware  corporation (the  "COMPANY"),  and CD Investment  Partners,  Ltd. (the
"INVESTOR").

1. SUBSCRIPTION.

      (a) SHARES OF COMMON STOCK. On the terms and subject to the conditions set
forth in this  Agreement,  at the Closing (as defined  below),  the Company will
sell and the Investor will purchase two hundred fifty thousand  (250,000) shares
of Common Stock,  par value $0.001 per share, of the Company ("COMMON STOCK") at
a purchase  price of $1.50 per share (the "SHARE  PRICE").  For purposes of this
Agreement,  the term "SHARES"  refers to the shares of Common Stock purchased by
the Investor pursuant to this Agreement.

      (b) WARRANTS.  In consideration of the Investor's  purchase of the Shares,
the  Company  shall also  issue to the  Investor  (i) a warrant,  in the form of
Exhibit A-1 hereto, to purchase  seventy-five thousand (75,000) shares of Common
Stock and (ii) a warrant,  in the form of Exhibit A-2 hereto,  to purchase fifty
thousand  (50,000) shares of Common Stock (an "A-2  WARRANT").  The A-1 Warrants
and A-2  Warrants  issuable  to the  Investor  pursuant  to this  Agreement  are
collectively referred to herein as the "WARRANTS."

2. CLOSING; CONDITIONS TO CLOSING.

      (a)  CLOSING.  The closing of the  purchase and sale of the Shares and the
issuance  of the  Warrants  (the  "CLOSING")  will  take  place as  promptly  as
practicable,  but no later than five business days after  satisfaction or waiver
of all of the  conditions  set forth in Sections  2(c) and (d) (other than those
conditions  which by their  terms are not to be  satisfied  or waived  until the
Closing),  at the offices of the Company's Counsel (as defined herein),  located
at 3 Embarcadero  Center,  San Francisco,  CA 94111-4067.  The date on which the
Closing occurs is referred to herein as the "CLOSING DATE" (it is understood and
agreed that the Closing Date shall be the Agreement Date).

      (b) DELIVERY OF PURCHASE PRICE.  The Investor shall deliver or cause to be
delivered  to the Company by wire  transfer of  immediately  available  funds an
amount in cash equal to $375,000 (the "PURCHASE PRICE").

      (c) CONDITIONS TO OBLIGATIONS OF THE INVESTOR TO EFFECT THE CLOSING. The
obligations of the Investor to effect the Closing and the transactions
contemplated by this Agreement shall be subject to the satisfaction at or prior
to the Closing, of each of the following conditions, any of which may be waived,
in writing, by the Investor:

          (i) The Company shall deliver or cause to be delivered to the Investor
          the following:

              (1) A copy of the letter to be delivered to the Company's transfer
              agent containing  irrevocable  instructions to issue a certificate
              evidencing the Shares,  registered in the name of the Investor (it
              being understood and agreed that the original of such letter shall
              be delivered to the transfer  agent upon the Company's  receipt of
              the Purchase Price);


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              (2) The  Registration  Rights  Agreement  in the form of Exhibit B
              hereto  (the  "REGISTRATION  RIGHTS  AGREEMENT")  executed  by the
              Company;

              (3) The Warrants,  each registered in the name of the Investor and
              executed by the Company;

              (4)  A  legal  opinion  of  Bingham   McCutchen  LLP   ("COMPANY'S
              COUNSEL"),  counsel to the Company, in the form attached hereto as
              Exhibit C;

              (5) A certificate  signed by an officer of the Company  either (i)
              evidencing  that the Company  has applied to each U.S.  securities
              exchange,  interdealer  quotation  system and other trading market
              where  its  Common  Stock is  currently  listed or  qualified  for
              trading  or  quotation  for the  listing or  qualification  of the
              Shares and the Warrant Shares for trading or quotation  thereon or
              (ii)  certifying  that no such  application  is necessary  for the
              listing of such shares; and

              (6) Simultaneously  with or prior to the Closing Date, the Company
              shall have sold securities to third party purchasers,  who are not
              acting in concert with the Investor,  for an aggregate amount of a
              minimum of seven million dollars ($7,000,000). The securities sold
              to any such third  party  purchaser  shall be on,  and have,  such
              terms and  conditions as the Company  shall  determine in its sole
              discretion.

      (d) CONDITIONS TO  OBLIGATIONS  OF THE COMPANY TO EFFECT THE CLOSING.  The
obligations  of  the  Company  to  effect  the  Closing  and  the   transactions
contemplated by this Agreement shall be subject to the  satisfaction at or prior
to the Closing of each of the following conditions,  any of which may be waived,
in writing, by the Company:

          (i)   The  Investor  shall have  executed and delivered to the Company
          this Agreement;

          (ii) The Investor shall have executed and delivered to the Company the
          Registration Rights Agreement;

          (iii)The Investor shall have executed and delivered to the Company the
          Investor  Suitability  Questionnaire  attached hereto as Exhibit D and
          the Company  shall be reasonably  satisfied,  through the responses of
          the Investor,  that the sale of the Shares and the Warrants  shall not
          require  registration  thereof  under the  Securities  Act of 1933, as
          amended  (the  "SECURITIES  ACT") or under the blue sky or  securities
          laws of any jurisdiction;

          (iv) The  Investor  shall have  delivered  the  Purchase  Price to the
          Company; and


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          (v)  Simultaneously  with or prior to the  Closing  Date,  the Company
          shall have sold securities (the  "Contemporaneous  Offering") to third
          party purchasers, who are not acting in concert with the Investor, for
          an   aggregate   amount  of  a  minimum  of  seven   million   dollars
          ($7,000,000).  The securities  sold to any such third party  purchaser
          shall be on, and have,  such terms and conditions as the Company shall
          determine in its sole discretion.

3.    REPRESENTATIONS  AND WARRANTIES OF THE COMPANY.  The Company  represents
and warrants as of the Agreement Date to the Investor that, except as set forth
on the Disclosure Schedule attached as Schedule 3:

      (a)  CORPORATE  EXISTENCE  AND  POWER;  SUBSIDIARIES.  The  Company  is  a
corporation duly  incorporated,  validly existing and in good standing under the
laws of the  state in which it is  incorporated,  and has all  corporate  powers
required  to  carry  on its  business  as now  conducted.  The  Company  is duly
qualified  to do business as a foreign  corporation  and is in good  standing in
each  jurisdiction  where the character of the property owned or leased by it or
the nature of its  activities  makes such  qualification  necessary,  except for
those  jurisdictions  where  the  failure  to be so  qualified  would not have a
Material  Adverse  Effect.  For purposes of this  Agreement,  the term "MATERIAL
ADVERSE EFFECT" means, with respect to the Company, a material adverse effect on
the Company's  condition  (financial or other),  business,  properties,  assets,
liabilities (including contingent liabilities), results of operations or current
prospects,  taken  as a  whole.  True  and  complete  copies  of  the  Company's
Certificate of  Incorporation,  as amended (the  "CERTIFICATE"),  and Bylaws, as
amended (the  "BYLAWS"),  as currently in effect and as will be in effect on the
Closing Date, have previously been made available to the Investor.  For purposes
of this Agreement,  the term "SUBSIDIARY" or "SUBSIDIARIES"  means, with respect
to any entity,  any  corporation or other  organization  of which  securities or
other  ownership  interests  having ordinary voting power to elect a majority of
the  board of  directors  or other  persons  performing  similar  functions  are
directly or indirectly owned by such entity or of which such entity is a partner
or is, directly or indirectly,  the beneficial owner of 50% or more of any class
of equity securities or equivalent profit participation  interests.  The Company
has no Subsidiaries.

      (b) CORPORATE  AUTHORIZATION.  The execution,  delivery and performance by
the Company of this Agreement,  the Registration Rights Agreement,  the Warrants
and each of the other  documents  executed  by the  Company  pursuant  to and in
connection with this Agreement (collectively, the "TRANSACTION AGREEMENTS"), and
the consummation of the transactions contemplated hereby and thereby (including,
but not limited to, the sale and  delivery of the Shares and the Warrants to the
Investor and the subsequent  issuance of the Warrant Shares to the Investor upon
exercise of the Warrants)  (the  "TRANSACTIONS")  have been (and will be, in the
case of the issuance of the Warrant Shares) duly  authorized,  and no additional
corporate or stockholder action is required for the approval thereof. The shares
issuable upon  exercise of the Warrants  (the  "WARRANT  SHARES") have been duly
reserved for issuance by the Company.  The Transaction  Agreements have been or,
to the extent contemplated hereby or by the Transaction Agreements, will be duly
executed and delivered and constitute the legal,  valid and binding agreement of
the Company,  enforceable  against the Company in  accordance  with their terms,
except as may be limited by bankruptcy,  reorganization,  insolvency, moratorium
and similar laws of general application relating to or affecting the enforcement


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of  rights  of  creditors,  and  except  as  enforceability  of its  obligations
hereunder  are subject to general  principles of equity  (regardless  of whether
such enforceability is considered in a proceeding in equity or at law).

      (c)  NON-CONTRAVENTION.  The  execution,  delivery and  performance by the
Company of the Transaction  Agreements,  and the  consummation by the Company of
the  Transactions  do not and will not (a) violate any term of the  Certificate,
the Bylaws or any material agreement to which the Company is a party or by which
it is bound; (b) constitute a violation of any provision of any law, regulation,
judgment, injunction, order or decree binding upon or applicable to the Company;
(c) constitute a default (or would  constitute a default with notice or lapse of
time or  both)  or  breach  under  or  give  rise  to a  right  of  termination,
cancellation  or  acceleration  or  loss  of  any  benefit  under  any  material
agreement,  contract or other  instrument  binding upon the Company or under any
material license,  franchise,  permit or other similar authorization held by the
Company;  or (d) result in the  creation or  imposition  of any Lien (as defined
below) on any asset of the  Company.  For purposes of this  Agreement,  the term
"LIEN" means,  with respect to any asset, any mortgage,  lien,  pledge,  charge,
security interest, claim or encumbrance of any kind in respect of such asset.

      (d) SEC DOCUMENTS.  The Company is obligated under the Securities Exchange
Act of 1934,  as amended  (the  "EXCHANGE  ACT"),  to file  reports  pursuant to
Sections 13 or 15(d)  thereof (all such reports filed or required to be filed by
the Company with the  Securities  and Exchange  Commission  (the  "COMMISSION"),
including all exhibits  thereto or  incorporated  therein by reference,  and all
documents filed by the Company under the Securities Act,  hereinafter called the
"SEC DOCUMENTS").  Since December 31, 2002, the Company has timely filed all SEC
Documents  required to be filed under the Exchange Act. All SEC Documents  filed
on or after  October 31,  2000 (i) were  prepared  in all  material  respects in
accordance  with the  requirements  of the  Exchange Act and (ii) did not at the
time they were filed (or,  if amended  or  superseded  by a filing  prior to the
Agreement Date, then on the date of such filing) contain any untrue statement of
a material fact or omit to state a material  fact required to be stated  therein
or  necessary  in  order  to  make  the  statements  therein,  in  light  of the
circumstances under which they were made, not misleading. A correct and complete
copy of each of the SEC Documents for any period ending on or after December 31,
2002 (the  "RECENT  REPORTS")  is  currently  available  to the  Investor at the
Commission's             main            public            website            at
http://www.sec.gov/cgi-bin/browse-edgar?company=adventrx+pharma&CIK=&
filenum=&State=&SIC=&owner=include&action=getcompany.  None  of the  information
about the Company or any of its  Subsidiaries  which has been  disclosed  to the
Investor  herein or in the course of discussions and  negotiations  with respect
hereto which is not disclosed in the Recent  Reports is or was required to be so
disclosed.  There is no information which has not been publicly disclosed which,
in the good faith judgment of the Company,  would cause a reasonable investor to
not make the investment contemplated hereby.

      (e)  FINANCIAL  STATEMENTS.  Each of the  Company's  audited  consolidated
balance  sheet and related  consolidated  statements  of income,  cash flows and
changes in stockholders'  equity (including the related notes) as of and for the
years ended  December 31, 2003 and December 31, 2002, as contained in the Recent
Reports (both of (i) and (ii),  collectively,  the "FINANCIAL  STATEMENTS")  (x)
present  fairly in all material  respects the financial  position of the Company
and its  Subsidiaries  on a  consolidated  basis as of the dates thereof and the


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results of operations, cash flows and stockholders' equity as of and for each of
the periods then ended and (y) were  prepared in  accordance  with United States
generally accepted accounting  principals ("GAAP") applied on a consistent basis
throughout the periods involved,  in each case, except as otherwise indicated in
the notes thereto.

      (f)  COMPLIANCE  WITH LAW. The Company is in compliance  and has conducted
its business so as to comply with all laws,  rules and  regulations,  judgments,
decrees or orders of any court,  administrative agency,  commission,  regulatory
authority  or other  governmental  authority  or  instrumentality,  domestic  or
foreign,  applicable  to its  operations,  the  violation of which would cause a
Material Adverse Affect. There are no judgments or orders, injunctions, decrees,
stipulations or awards (whether rendered by a court or administrative  agency or
by  arbitration),  including  any such actions  relating to  affirmative  action
claims or claims of  discrimination,  against  the Company or against any of its
properties or businesses.

      (g) ABSENCE OF CERTAIN  CHANGES.  Since December 31, 2003, the Company has
conducted its business  only in the ordinary  course and there has not occurred,
except as set forth in the Recent Reports or any exhibit thereto or incorporated
by  reference  therein,  any event that could  reasonably  be expected to have a
Material Adverse Effect on the Company or any of its Subsidiaries.

      (h) NO UNDISCLOSED LIABILITIES. Except as set forth in the Recent Reports,
and except for liabilities  and  obligations  incurred in the ordinary course of
business  since  December 31, 2003, as of the  Agreement  Date, to the Company's
knowledge, (i) the Company does not have any material liabilities or obligations
(absolute,  accrued, contingent or otherwise) which, and (ii) there has not been
any aspect of the prior or current conduct of the business of the Company or its
Subsidiaries  which may form the basis for any material claim by any third party
which,  in each case, if asserted could result in any such material  liabilities
or obligations  which are not fully reflected,  reserved against or disclosed in
the balance sheet of the Company as at December 31, 2003.

      (i)  CAPITALIZATION.  The authorized capital stock of the Company consists
of 100,000,000  shares of Common Stock of which 42,833,830 shares are issued and
42,810,665  are  outstanding  as of the Agreement  Date and 1,000,000  shares of
preferred  stock,  par value  $0.01 per  share,  of which  none are  issued  and
outstanding as of the Agreement Date. All issued and  outstanding  shares of the
Company's  capital stock have been duly authorized and were validly issued,  and
are fully paid and  nonassessable.  No  securities  issued by the  Company  from
October 31, 2000 to the date hereof were issued in violation of any statutory or
common  law  preemptive  rights.  Upon  issuance  pursuant  to the terms of this
Agreement  or the  Warrants,  as the case may be, all Shares and Warrant  Shares
shall be duly  authorized,  validly issued and  outstanding,  and fully paid and
nonassessable  and such shares  shall not have been issued in  violation  of any
statutory or contractual  preemptive  rights.  There are no dividends which have
accrued or been declared but are unpaid on the capital stock of the Company. All
taxes  required to be paid by Company in  connection  with the  issuance and any
transfers  of the  Company's  capital  stock  have been  paid.  All  permits  or
authorizations  required to be  obtained  from or  registrations  required to be
effected with any person or entity in  connection  with any and all issuances of
securities of the Company from October 31, 2000 through the Agreement  Date have
been  obtained or effected,  and all  securities of the Company have been issued


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and are held in accordance  with the provisions of all applicable  securities or
other laws.  A true and complete  capitalization  table of the Company as of the
date hereof is set forth in  Schedule  3(i).  No shares of capital  stock of the
Company  are subject to  preemptive  rights or any other  similar  rights of the
stockholders  of the Company or any liens or  encumbrances  imposed  through the
actions or failure to act of the Company.  Except as disclosed in Schedule 3(i),
as of the Agreement Date, (i) there are no outstanding options, warrants, scrip,
rights to subscribe  for,  puts,  calls,  rights of first  refusal,  agreements,
understandings,   claims  or  other  commitments  or  rights  of  any  character
whatsoever relating to, or securities or rights convertible into or exchangeable
for any shares of capital  stock of the Company,  or  arrangements  by which the
Company is or may become bound to issue  additional  shares of capital  stock of
the  Company,  (ii) there are no  agreements  or  arrangements  under  which the
Company is  obligated to register  the sale of any of its  securities  under the
Securities Act, other than as contemplated by the  Contemporaneous  Offering and
(iii) there are no anti-dilution or price adjustment provisions contained in any
security issued by the Company (or in any agreement providing rights to security
holders)  that will be  triggered  by the  issuance of the  Shares,  Warrants or
Warrant  Shares  (including  the issuance of the Warrant Shares upon exercise of
the Warrants).

      (j) GOVERNMENT AUTHORIZATIONS.  Except as disclosed in the Recent Reports,
the Company holds all material authorizations,  consents, approvals, franchises,
licenses  and  permits  required  under  applicable  law or  regulation  for the
operation  of  the  business  of  the  Company  as   presently   operated   (the
"GOVERNMENTAL  AUTHORIZATIONS").  All the Governmental  Authorizations have been
duly issued or obtained and are in full force and effect,  and the Company is in
material compliance with the terms of all the Governmental  Authorizations.  The
Company has not engaged in any  activity  that,  to its  knowledge,  would cause
revocation or suspension of any such  Governmental  Authorizations.  The Company
has no  knowledge of any facts which could  reasonably  be expected to cause the
Company to believe that the Governmental  Authorizations  will not be renewed by
the appropriate  governmental  authorities in the ordinary  course.  Neither the
execution, delivery nor performance of this Agreement shall adversely affect the
status of any of the Governmental Authorizations.

      (k) BROKERS.  No broker,  finder or  investment  banker is entitled to any
brokerage,   finder's  or  other  fee  or  commission  in  connection  with  the
transactions contemplated by this Agreement,  based upon any arrangement made by
or on behalf of the Company, which would make the Company or the Investor liable
for any fees or commissions.

      (l) SECURITIES LAWS. Neither the Company nor any agent acting on behalf of
the Company  has taken any action (or will take any  action,  in the case of the
Warrant  Shares) which might cause this  Agreement or the Shares or Warrants (or
the Warrant  Shares,  as the case may be) to violate the  Securities  Act or the
Exchange Act or any rules or regulations promulgated thereunder, as in effect on
the Closing Date. Assuming that all of the representations and warranties of the
Investor  set  forth in  Section 4 are true and  correct,  the  offer,  sale and
issuance  of the  Shares  and  Warrants  in  conformity  with the  terms of this
Agreement are (and,  assuming there is no material change in the securities laws
of the United States,  the issuance of the Warrant Shares in conformity with the
terms of the  Warrants  will be) exempt from the  registration  requirements  of
Section  5 of the  Securities  Act and from the  qualification  or  registration
requirements of applicable "blue sky" laws.


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      (m) ISSUANCE OF SHARES.  The Shares are duly authorized and, upon issuance
in accordance  with the terms of this  Agreement will be validly  issued,  fully
paid, and non-assessable and free from all taxes, liens, claims and encumbrances
with respect to the issue thereof and shall not be subject to preemptive  rights
or other  similar  rights of  stockholders  of the  Company  and will not impose
personal liability on the holder thereof. The Warrant Shares are duly authorized
and  reserved  for  issuance,  and,  when issued upon  exercise of or  otherwise
pursuant to the Warrants,  respectively,  in accordance  with the terms thereof,
will be validly issued, fully paid and non-assessable,  and free from all taxes,
liens,  claims and encumbrances and will not be subject to preemptive  rights or
other similar rights of stockholders of the Company and will not impose personal
liability upon the holder thereof.

      (n)  INTERNAL  ACCOUNTING  CONTROLS.  The  Company  maintains  a system of
internal accounting controls sufficient,  in the judgment of the Company's board
of directors, to provide reasonable assurance that (i) transactions are executed
in  accordance  with  management's  general  or  specific  authorizations,  (ii)
transactions  are  recorded as  necessary  to permit  preparation  of  financial
statements in conformity with generally  accepted  accounting  principles and to
maintain  asset  accountability,  (iii)  access to assets is  permitted  only in
accordance  with  management's  general or specific  authorization  and (iv) the
recorded  accountability  for assets is  compared  with the  existing  assets at
reasonable  intervals  and  appropriate  action  is taken  with  respect  to any
differences.

      (o) NO INVESTMENT  COMPANY.  The Company is not, and upon the issuance and
sale of the Shares and Warrants as  contemplated  by this Agreement will not be,
an "investment  company" required to be registered under the Investment  Company
Act of 1940 (an  "INVESTMENT  COMPANY").  The  Company is not  controlled  by an
Investment Company.

      (p) SARBANES-OXLEY ACT. The Company is in substantial  compliance with the
applicable  provisions of the  Sarbanes-Oxley  Act of 2002 (the  "SARBANES-OXLEY
ACT"), and the rules and regulations promulgated thereunder,  that are effective
and intends to comply  substantially  with other  applicable  provisions  of the
Sarbanes-Oxley Act, and the rules and regulations promulgated  thereunder,  upon
the effectiveness of such provisions.

      (q) INDEPENDENT NATURE OF THE INVESTOR.  The Company acknowledges that the
obligations of the Investor under the Transaction Agreements are several and not
joint with the obligations of any other third party  purchasers of the Company's
securities,  and  the  Investor  shall  not be  responsible  in any  way for the
performance  of the  obligations  of any other  third  party  purchasers  of the
Company's  securities.   Each  of  the  Investor  and  the  Company  agrees  and
acknowledges  that (i) the  decision of the  Investor to purchase the Shares and
the Warrants  pursuant to this  Agreement has been made (and the decision of the
Investor to purchase  the  Warrant  Shares  pursuant to the terms of the Warrant
will be made) by the Investor  independently of any other third party purchasers
of the  Company's  securities  and (ii) no other third party  purchasers  of the
Company's securities have acted as agent for the Investor in connection with the
Investor  making its  investment  hereunder  and that no such other  third party
purchasers will be acting as agent of the Investor in connection with monitoring
its investment  hereunder.  Nothing contained herein or in any other Transaction
Agreement  or any  agreement  of any such other  third party  purchaser,  and no
action taken by the Investor  pursuant hereto or any other third party purchaser
pursuant  thereto,  shall be deemed to constitute the Investor or any such other


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third party purchasers as a partnership,  an association, a joint venture or any
other kind of entity,  or create a  presumption  that the  Investor  or any such
other third party purchasers are in any way acting in concert or as a group with
respect to any matters. The Investor shall be entitled to independently  protect
and enforce its rights, including without limitation,  the rights arising out of
this Agreement or out of any of the other Transaction  Agreements,  and it shall
not be necessary  for any such other third party  purchasers  to be joined as an
additional party in any proceeding for such purpose. To the extent that any such
other third party  purchasers  purchase  the same or similar  securities  as the
Investor hereunder or on the same or similar terms and conditions or pursuant to
the same or similar documents, all such matters are solely in the control of the
Company,  not the action or decision of the  Investor  and are not done with the
knowledge of the Investor hereunder,  and would be solely for the convenience of
the  Company  and not  because  it was  required  or  requested  to do so by the
Investor or any such other third party purchaser.

4.  REPRESENTATIONS  AND  WARRANTIES  OF  THE  INVESTOR.   The  Investor  hereby
represents and warrants to the Company as follows:

      (a) EXEMPT  TRANSACTION;  UNREGISTERED  SHARES AND WARRANTS.  The Investor
understands  that the Shares and Warrants are being offered and sold in reliance
on one or more  exemptions from  registration  provided for under the Securities
Act, and that the Company's  reliance upon such  exemptions  is  predicated,  in
part,  upon the  Investor's  representations  and  warranties  set forth in this
Agreement.  The  Investor  acknowledges  that it is  purchasing  the  Shares and
Warrants  without  being  offered  or  furnished  any  offering   literature  or
prospectus.  The  Investor  understands  that  neither the  Commission,  nor any
governmental  agency charged with the  administration  of the securities laws of
any jurisdiction nor any other  governmental  agency has passed upon or reviewed
the merits or  qualifications  of, or recommended or approved the offer and sale
of the Shares and Warrants pursuant to the terms of this Agreement.

      (b) INVESTMENT INTENT; ACCREDITATION; AUTHORITY. The Investor is acquiring
the Shares and Warrants for investment  for the  Investor's own account,  not as
nominee  or  agent,  for  investment  and not with a view to,  or for  resale in
connection  with, any distribution or public offering thereof within the meaning
of the Securities Act;  provided,  however,  that by making the  representations
herein,  the Investor  reserves the right to dispose of the Shares,  Warrants or
Warrant Shares at any time in accordance with this Agreement or the Warrant,  as
applicable, and in accordance with or pursuant to a registration statement or an
exemption  from  registration  under the  Securities  Act.  The  Investor  is an
"accredited investor" within the meaning of the Securities Act. The Investor has
the full right,  power,  authority  and  capacity to enter into and perform this
Agreement,  the terms of this Agreement constitute valid and binding obligations
of the Investor  enforceable in accordance with their terms,  except as the same
may  be  limited  by  equitable   principles  and  by  bankruptcy,   insolvency,
moratorium,  and other laws of general application  affecting the enforcement of
creditors' rights.

      (c)  KNOWLEDGE  AND  EXPERIENCE.  The Investor (i) has such  knowledge and
experience in financial and business  matters as to be capable of evaluating the
merits  and risks of the  Investor's  prospective  investment  in the Shares and
Warrants;  (ii) has the  ability to bear the  economic  risks of the  Investor's


                                       8
<PAGE>


prospective investment; (iii) has been furnished with and has had access to such
information as the Investor has considered  necessary to make a determination as
to the  purchase  of the  Shares  and  Warrants  together  with such  additional
information as is necessary to verify the accuracy of the information  supplied;
and  (iv)  has  had  all  questions  which  have  been  asked  by  the  Investor
satisfactorily answered by the Company.

      (d) RESTRICTED  SECURITIES.  The Investor  understands that the Shares and
Warrants  are  "restricted  securities"  as such term is  defined in Rule 144 of
Regulation D promulgated  under the Securities Act ("RULE 144") and must be held
indefinitely  unless  they  are  subsequently   registered  or  qualified  under
applicable  state  and  federal  securities  laws  or  an  exemption  from  such
registration  or  qualification  is  available.  Except as  contemplated  by the
Registration Rights Agreement,  the Investor  understands that it may resell the
Shares and Warrant Shares  pursuant to Rule 144 only after the  satisfaction  of
certain  requirements,  including the  requirement  that the Shares and Warrants
Shares be held for at least one year prior to resale.

      (e) NO  OBLIGATION  TO REGISTER.  The Investor  further  acknowledges  and
understands that, except as provided in the Registration  Rights Agreement,  the
Company is under no  obligation  to  register  the  Shares,  Warrants or Warrant
Shares.  The Investor  understands  that the certificate  evidencing the Shares,
Warrants and Warrant Shares will be imprinted with a legend which  prohibits the
transfer of the Shares,  Warrants and Warrant  Shares unless they are registered
or such  registration  is not  required  in the  opinion  of counsel in form and
substance satisfactory to the Company.

      (f) FOREIGN INVESTOR  REPRESENTATION.  The Investor is not a "U.S. person"
(as such term is defined in Rule 902(k) of  Regulation S  promulgated  under the
Securities Act), and the Investor hereby represents that it has satisfied itself
as to the full observance of the laws of its jurisdiction in connection with any
invitation  to  subscribe  for  the  Shares  and  Warrants  or any  use of  this
Agreement,  including (i) the legal requirements within its jurisdiction for the
purchase  of the Shares and  Warrants,  (ii) any foreign  exchange  restrictions
applicable to such purchase,  (iii) any  governmental or other consents that may
need to be obtained, and (iv) the income tax and other tax consequences, if any,
that may be relevant to the purchase,  holding,  redemption, sale or transfer of
the Shares and Warrants.  The Investor's  subscription  and payment for, and its
continued beneficial ownership of the Shares and Warrants,  will not violate any
applicable securities or other laws of its jurisdiction.

      (g)  DOMICILE.  The Investor is a Cayman  Islands  corporation  and has no
offices located in the United States.

      (h) NO NEED FOR LIQUIDITY.  The Investor's aggregate holding of securities
that are  "restricted  securities"  or otherwise  not readily  marketable is not
excessive in view of the  Investor's net worth and financial  circumstances  and
the purchase of the Shares and Warrants will not cause such commitment to become
excessive.

      (i) INDEPENDENT  ADVICE.  The Investor  understands that the Company urges
the Investor to seek independent  advice from professional  advisors relating to
the  suitability for the Investor of an investment in the Company in view of the


                                       9
<PAGE>


Investor's   overall   financial  needs  and  with  respect  to  legal  and  tax
implications of such an investment.


5.  RELIANCE.  The  Investor  understands  that  the  Company  may  rely  on the
representations and warranties in Section 4 in determining whether to permit the
Investor  to  purchase  the  Shares  and   Warrants.   If  for  any  reason  any
representations  and  warranties  are no longer true and  accurate  prior to the
Closing Date,  the Investor will give the Company  prompt  written notice of the
inaccuracy. By signing below, the Investor represents that the Investor has read
and confirmed  the truth and accuracy of each of the  foregoing  representations
and warranties.

6. ADDITIONAL COVENANTS OF THE PARTIES.

      (a)  INDEMNIFICATION.  Each  party  (an  "indemnifying  party")  agrees to
indemnify  and hold  harmless the other party hereto and each of its  directors,
officers,  members,  managers,  agents and affiliates (as  applicable)  from and
against any and all loss,  damage or liability due to or arising out of a breach
by such indemnifying party of any representation, warranty or covenant contained
in this  Agreement  and made by such  indemnifying  party.  The liability of the
Investor to provide indemnification  pursuant to this Section 6 shall be limited
in the aggregate to $375,000.

      (b) PLEDGE OF  SECURITIES.  The Company  acknowledges  and agrees that the
Shares, Warrants and Warrant Shares may be pledged by the Investor in connection
with a bona fide margin agreement or other loan or financing arrangement that is
secured by the Shares  Warrants  or Warrant  Shares.  The pledge of the  Shares,
Warrants  or  Warrant  Shares  shall  not be deemed  to be a  transfer,  sale or
assignment of the Shares, Warrants or Warrant Shares hereunder, and the Investor
shall not be  required  to  provide  the  Company  with any  notice  thereof  or
otherwise  make any  delivery to the Company  pursuant to this  Agreement or any
other  Transaction  Agreement.  The Company hereby agrees to execute and deliver
such  documentation  as a pledgee of the Shares,  Warrants or Warrant Shares may
reasonably request in connection with a pledge of the thereof to such pledgee by
the Investor.

      (c)  SECURITIES  LAWS  DISCLOSURE;  PUBLICITY.  The  Company  shall (i) if
required by applicable  law, on or promptly after the Closing Date issue a press
release disclosing the transactions contemplated hereby, and (ii) promptly after
the Closing Date,  file with the  Commission a Report on Form 8-K disclosing the
transactions  contemplated hereby. Except as provided in the preceding sentence,
neither  the  Company  nor the  Investor  shall make any press  release or other
publicity  about the terms of this  Agreement or the  transactions  contemplated
hereby without the prior approval of the other unless otherwise required by law,
regulation or the rules of the Commission.  In addition, the Company agrees that
it shall not  disclose,  and shall not  include  in any  public  filing or other
announcement, the name of the Investor, unless expressly agreed to in writing by
the Investor or unless and until such  disclosure is, in the reasonable  opinion
of counsel to the Company,  required by law or applicable  regulation,  and then
only to the extent of such requirement.

      (d) LISTING.  The Company shall promptly  secure the listing of the Shares
and  Warrant  Shares  (and  any  Registrable   Securities  (as  defined  in  the
Registration Rights Agreement) that may from time to time be issued or issuable)
upon each national securities exchange or automated quotation system or bulletin


                                       10
<PAGE>


board,  if any,  upon which shares of Common  Stock are then listed  (subject to
official  notice  of  issuance)  and,  so long as the  Investor  owns any of the
Registrable Securities (as defined in the Registration Rights Agreement),  shall
maintain,  so long as any other shares of Common Stock shall be so listed,  such
listing of all Shares  issued  pursuant to this  Agreement  and  Warrant  Shares
issuable  upon  exercise  of or  otherwise  pursuant  to the  Warrants,  and any
Registrable  Securities (as defined in the Registration  Rights  Agreement) that
may from time to time be issued or issuable. To the extent that any Common Stock
is so listed,  the Company will obtain and, so long as the Investor  owns any of
the Registrable  Securities (as defined in the Registration  Rights  Agreement),
maintain the listing and trading of its Common Stock on the Nasdaq SmallCap, the
Nasdaq  National  Market,  the New York Stock  Exchange,  or the American  Stock
Exchange and will comply in all respects  with the Company's  reporting,  filing
and other  obligations  under the bylaws or rules of any  exchanges or automated
quotation systems on which the Common Stock is then listed.

7. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.

      (a) LEGEND.  The  instruments  representing  the Shares,  Warrants and, if
applicable, Warrant Shares shall bear the following legend or similar legend (as
well as any legends  required by applicable  corporate law and state and federal
securities laws):

          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.

      (b) REMOVAL OF LEGEND AND  TRANSFER  RESTRICTIONS.  Any legend
endorsed  on a  certificate  pursuant  to this  Section  7 shall  be
removed,  and the Company  shall issue a  certificate  without  such
legend to the holder of such Shares,  Warrants or Warrant Shares, as
applicable, if (i) such Shares or Warrant Shares are resold pursuant
to  a  registration  statement  under  the  Securities  Act,  and  a
prospectus  meeting the requirements of Section 11 of the Securities
Act is delivered or deemed delivered to the purchaser of such Shares
or 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  Shares,  Warrants  or
Warrant  Shares,  reasonably  satisfactory  to the  Company,  to the
effect that a sale, transfer or assignment of such Shares,  Warrants
or Warrant Shares may be made without registration.

8. PRICE  PROTECTION.  If the Company  issues or sells any shares of
its Common Stock or Common Stock  Equivalents,  other than  Excluded
Shares (as that term is defined below) ("ADDITIONAL  SHARES") at any
time  after  the  Closing  Date  and  prior to June  30,  2004  (the
"ADJUSTMENT  PERIOD") for a consideration  per share (as to any such
issuance,  the  "DILUTIVE  PRICE") (a) less than the Share Price (as
adjusted for stock splits,  stock dividends and the like) and (b) if


                                 11
<PAGE>


Additional  Shares have been previously issued during the Adjustment
Period with  respect to which the Company  has fully  complied  with
this  Section 8, then also less than the lowest  Dilutive  Price (as
adjusted for stock  splits,  stock  dividends and the like) at which
such  Additional  Shares  have been  previously  issued  during  the
Adjustment  Period,  then the Company will issue to each  Investor a
number of shares,  if  positive,  of Common  Stock to such  Investor
determined by the following formula:

                               X  =     (A * B / C) -  (A + D)

                  Where:       X  =     the number of shares of Common  Stock to
                                        be issued to the  Investor,  rounded  to
                                        the nearest whole number;

                                A  =    the  number of Shares (as  adjusted  for
                                        stock  splits,  stock  dividends and the
                                        like) then held by the Investor;

                                B  =    the Share Price (as  adjusted  for stock
                                        splits, stock dividends and the like);

                                C  =    the applicable Dilutive Price; and

                                D  =    the aggregate number of shares of Common
                                        Stock (as  adjusted  for  stock  splits,
                                        stock  dividends and the like) issued to
                                        the Investor  pursuant to this Section 8
                                        prior to the date of such determination.

For purposes of this Agreement,  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 Agreement Date, (b) conversion of shares of the
Company's  Preferred  Stock,  par  value  $0.01  per  share  outstanding  on the
Agreement  Date or (c)  exchange  of  promissory  notes  issued  by the  Company
outstanding on the Agreement  Date; (iv) 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;  (v)
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;  (vi) shares of Common
Stock issuable or issued pursuant to stock splits, stock dividends and the like,
or (vii)  shares of Common  Stock issued or issuable by way of dividend or other
distribution  on any shares of Common Stock issued pursuant to clauses (i)- (vi)
above.


                                       12
<PAGE>


If 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  (collectively,  "COMMON STOCK EQUIVALENTS")  during
the  Adjustment  Period,  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 (i) the Share Price (as adjusted for
stock splits,  stock dividends and the like) and (ii) if Additional  Shares have
been  previously  issued during the Adjustment  Period with respect to which the
Company has fully  complied  with this Section 8, then also less than the lowest
Dilutive Price (as adjusted for stock splits,  stock  dividends and the like) at
which such Additional  Shares have been previously  issued during the Adjustment
Period,  then the Company  shall issue to the Investor  that number of shares of
Common Stock that would be issuable pursuant to this Section 8 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  issuances  shall be made under this Section 8 upon the
actual issue of such Common Stock upon the  exercise,  conversion or exchange of
such  Common  Stock  Equivalents,  unless  such  actual  issue is at a per share
consideration  lower than the  Dilutive  Price used for  purposes of the initial
adjustment pursuant to this Section 8.

9. MISCELLANEOUS.

      (a) GOVERNING  LAW. This  Agreement,  all acts and  transactions  pursuant
hereto and the rights and  obligations  of the parties hereto shall be governed,
construed  and  interpreted  in  accordance  with  the  laws  of  the  state  of
California,  without  giving effect to principles of choice of law,  except that
corporate matters shall be governed by Delaware law.

      (b)  JURISDICTION  AND VENUE.  Any legal action or other legal  proceeding
relating to this Agreement or the enforcement of any provision of this Agreement
shall be brought or otherwise commenced in any state or federal court located in
the County of San Diego, California. Each party to this Agreement: (i) expressly
and  irrevocably  consents  and  submits to the  jurisdiction  of each state and
federal court located in the County of San Diego,  California and each appellate
court  located in the state of  California,  in  connection  with any such legal
proceeding;  (ii) agrees that each state and federal court located in the County
of San Diego,  California  shall be deemed to be a convenient  forum;  and (iii)
agrees not to assert, by way of motion,  as a defense or otherwise,  in any such
legal  proceeding  commenced in any state or federal court located in the County
of San Diego,  California any claim that such party is not subject personally to
the  jurisdiction of such court,  that such legal proceeding has been brought in
an  inconvenient  forum,  that the venue of such  proceeding is improper or that
this Agreement or the subject matter of this Agreement may not be enforced in or
by such court.

      (c) ENTIRE  AGREEMENT.  This Agreement  embodies the entire  agreement and
understanding  between the parties  hereto  with  respect to the subject  matter
hereof and  supersedes all prior oral or written  agreements and  understandings
relating to the subject matter hereof. No statement,  representation,  warranty,
covenant or  agreement  of any kind not  expressly  set forth in this  Agreement
shall affect, or be used to interpret, change or restrict, the express terms and
provisions of this Agreement.


                                       13
<PAGE>


(D)  NOTICES. All notices and other communications hereunder shall be in writing
     and shall be given  (and  shall be deemed  to have  been  duly  given  upon
     receipt) by delivery in person or facsimile  transmission  (received at the
     facsimile  machine to which it is  transmitted  prior to 5:00  p.m.,  local
     time, on a business day in the State of California,  for the party to which
     it is sent),  by courier or express  delivery  service or by  registered or
     certified  mail  (postage  prepaid,   return  receipt   requested)  to  the
     respective parties at the following addresses (or at such other address for
     a party as shall be  specified in a notice  given in  accordance  with this
     Section):

<TABLE>
<CAPTION>
<S>                                                    <C>
        if to the Company:                             ADVENTRX Pharmaceuticals, Inc.
                                                       9948 Hibert Street, Suite 100
                                                       San Diego, CA  92131
                                                       Attention: Nicholas J. Virca
                                                       Facsimile: (858) 271-9678

        with a copy to (not to constitute notice):     Bingham McCutchen LLP
                                                       3 Embarcadero Center
                                                       San Francisco, CA  94111-4067
                                                       Attention: Henry D. Evans, Jr.
                                                       Facsimile: (415) 393-2286

        if to the Investor:                            CD Investment Partners, Ltd.
                                                       c/o CD Capital Management LLC
                                                       Two North Riverside Plaza
                                                       Suite 600
                                                       Chicago, Illinois 60601
                                                       Attn:  John Ziegelman
                                                       Facsimile:  (312) 559-1288

        with a copy to (not to constitute notice):     Greenberg Traurig, LLP
                                                       77 West Wacker
                                                       Suite 2500
                                                       Chicago, Illinois 60601
                                                       Attn: Peter H. Lieberman and Todd A . Mazur
                                                       Facsimile:  (312) 456-8435
</TABLE>


      (e)  AMENDMENTS  AND WAIVERS.  Any term of this  Agreement may be amended,
waived or  departed  from only with the  written  consent of the Company and the
Investor.  No such waiver or consent shall be deemed to be or shall constitute a
waiver  or  consent  with  respect  to any  other  terms or  provisions  of this
Agreement,  whether  or not  similar.  Each  such  waiver  or  consent  shall be
effective  only in the  specific  instance  and for the purpose for which it was
given, and shall not constitute a continuing waiver or consent.

      (f)  SUCCESSORS  AND  ASSIGNS.  This  Agreement is personal to each of the
parties and may not be assigned  without the written consent of the other party;
provided, however, that the Investor shall be permitted to assign this Agreement


                                       14
<PAGE>


to any person to whom it  assigns or  transfers  securities  issued or  issuable
pursuant to this Agreement in compliance  with  applicable  securities  laws and
this Agreement. Any assignee must be an "accredited investor" as defined in Rule
501(a) promulgated under the Securities Act.

      (g)  SEVERABILITY.  In the event that any court of competent  jurisdiction
shall determine that any provision,  or any portion  thereof,  contained in this
Agreement shall be  unenforceable  in any respect,  then such provision shall be
deemed  limited to the extent  that such court deems it  enforceable,  and as so
limited  shall  remain in full  force and  effect.  In the event that such court
shall deem any such provision,  or portion thereof,  wholly  unenforceable,  the
remaining  provisions of this Agreement shall nevertheless  remain in full force
and effect.

      (h)  INTERPRETATION.  The parties hereto  acknowledge  and agree that: (i)
each party and such party's  counsel has reviewed  the terms and  provisions  of
this Agreement; (ii) the rule of construction to the effect that any ambiguities
are  resolved   against  the  drafting  party  shall  not  be  employed  in  the
interpretation  of this  Agreement;  and (iii) the terms and  provisions of this
Agreement shall be construed fairly as to the parties hereto and not in favor of
or against any party,  regardless of which party was generally  responsible  for
the  preparation of this  Agreement.  Whenever used herein,  the singular number
shall include the plural, the plural shall include the singular,  the use of any
gender shall include all persons.

      (i)  HEADINGS  AND  CAPTIONS.  The  headings  and  captions of the various
subdivisions  of this Agreement are for  convenience of reference only and shall
in no way modify,  or affect the meaning or  construction of any of the terms or
provisions hereof.

      (j) NO WAIVER OF  RIGHTS,  POWERS AND  REMEDIES.  No failure or delay by a
party hereto in exercising any right, power or remedy under this Agreement,  and
no course of dealing  between the parties  hereto,  shall operate as a waiver of
any such right,  power or remedy of the party. No single or partial  exercise of
any right,  power or remedy  under this  Agreement  by a party  hereto,  nor any
abandonment  or  discontinuance  of steps to enforce  any such  right,  power or
remedy,  shall preclude such party from any other or further exercise thereof or
the exercise of any other right, power or remedy hereunder.  The election of any
remedy  by a party  hereto  shall not  constitute  a waiver of the right of such
party to pursue other available remedies.  No notice to or demand on a party not
expressly  required under this Agreement  shall entitle the party receiving such
notice or demand to any other or  further  notice or demand in  similar or other
circumstances  or  constitute  a waiver of the rights of the party  giving  such
notice or demand to any other or  further  action in any  circumstances  without
such notice or demand.

      (k) SURVIVAL OF REPRESENTATIONS  AND WARRANTIES.  All  representations and
warranties made by the parties hereto in this  Agreement,  shall survive (i) the
execution and delivery hereof,  (ii) any investigations  made by or on behalf of
the parties and (iii) the closing of the transaction contemplated hereby.

      (l)  EXPENSES.  Except as  otherwise  provided  in any  other  Transaction
Agreement,  the  Company  and the  Investor  shall each be  responsible  for the
payment  of  and  bear  their  own  expenses  and  legal  fees  relating  to the
preparation and negotiation of the Transaction  Agreements and the  consummation
of the Transactions.


                                       15
<PAGE>


      (m) COUNTERPARTS AND FACSIMILE DELIVERY. This Agreement may be executed in
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together  shall  constitute  one and the same  instrument.  Any  signature  page
delivered by facsimile or other electronic image  transmission  shall be binding
to the same extent as an original  signature  page, with regard to any agreement
subject to the terms  hereof or any  amendment  thereto.  Any party who delivers
such a signature  page agrees to later  deliver an original  counterpart  to any
party who requests it.

      (n) SECURITIES LAW COMPLIANCE.

          (i) SECURITIES ACT. The Company shall timely prepare and file with the
          Commission  the form of notice of the sale of  securities  pursuant to
          the  requirements of Regulation D regarding the sale of the Shares and
          Warrants under this Agreement.

          (ii) STATE SECURITIES LAW COMPLIANCE -- SALE. The Company shall timely
          prepare  and file such  applications,  consents  to service of process
          (but not  including  a general  consent  to service  of  process)  and
          similar  documents  and take such other steps and perform such further
          acts as shall be required by the State of  Illinois,  with  respect to
          the sale of the Shares and Warrants under this Agreement.

          (iii) STATE  SECURITIES  LAW COMPLIANCE  --RESALE.  Beginning no later
          than June 30, 2004 and continuing  until (i) the Investor has sold all
          of its Registrable  Securities under a Registration  Statement or (ii)
          the  Common  Stock   becomes  a  "covered   security"   under  Section
          18(b)(1)(A) of the Securities  Act, the Company shall maintain  within
          either  Moody's  Industrial  Manual or  Standard  and Poor's  Standard
          Corporation Descriptions (or any successors to these manuals which are
          similarly  qualified as  "recognized  securities  manuals" under state
          Blue Sky  laws) an  updated  listing  containing  (i) the names of the
          officers and  directors of the  Company,  (ii) a balance  sheet of the
          Company as of a date that is at no time older than eighteen months and
          (iii) a profit  and loss  statement  of the  Company  for  either  the
          preceding   fiscal  year  or  the  most  recent  year  of  operations.
          Capitalized terms used in this Section  10(n)(iii),  but not otherwise
          defined in this  Agreement,  shall have the  meanings  assigned in the
          Registration Rights Agreement.

      (o)  INDEPENDENT  NATURE OF THE  INVESTOR'S  OBLIGATIONS  AND RIGHTS.  The
obligations of the Investor under the Transaction Agreements are several and not
joint with the  obligations of any other third party  purchaser of the Company's
securities,  and  the  Investor  shall  not be  responsible  in any  way for the
performance of the obligations of any other third party  purchaser.  Each of the
Investor and the Company  agrees and  acknowledges  that (i) the decision of the
Investor to purchase  securities pursuant to this Agreement has been made by the
Investor  independently  of any other third party  purchasers  of the  Company's
securities and (ii) no other third party purchasers of the Company's  securities
have acted as agent for the Investor in connection  with the Investor making its
investment  hereunder  and that no such other  third  party  purchasers  will be


                                       16
<PAGE>


acting as agent of the Investor in connection  with  monitoring  its  investment
hereunder.  Nothing  contained  herein or in any  Transaction  Agreement  or any
agreement  of any such other third party  purchaser,  and no action taken by the
Investor  pursuant hereto or any other third party purchaser  pursuant  thereto,
shall be deemed to constitute  the Investor or any other third party  purchasers
as a partnership,  an association,  a joint venture or any other kind of entity,
or create a  presumption  that the Investor and any other third party  purchaser
are in any way acting in concert or as a group with respect to any matters.  The
Investor  shall be  entitled  to  independently  protect and enforce its rights,
including  without  limitation,  the  rights  arising  out  of  the  Transaction
Agreements, and it shall not be necessary for any other third party purchaser to
be joined as an additional  party in any  proceeding  for such  purpose.  To the
extent that any such other third party  purchasers  purchase the same or similar
securities  as the  Investor  hereunder  or on the  same or  similar  terms  and
conditions  or pursuant to the same or similar  documents,  all such matters are
solely in the control of the Company, not the action or decision of the Investor
and are not done with the  knowledge  of the  Investor  hereunder,  and would be
solely for the  convenience  of the Company  and not because it was  required or
requested to do so by the Investor or any such other third party purchaser.



                            [Signature page follows.]


                                       17
<PAGE>




      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.

ADVENTRX PHARMACEUTICALS, INC.

By: /s/ Nicholas J. Virca

Name: Nicholas J. Virca

Title: President

CD INVESTMENT PARTNERS, LTD.

By: CD Capital Management LLC
Its: Investment Manager

By:  /s/ John Zeigelman

Name: John Zeigelman

Title: President


<PAGE>



                                   SCHEDULE 3

                               DISCLOSURE SCHEDULE


<PAGE>



                                   EXHIBIT A-1

                    Form of A-1 Common Stock Purchase Warrant


<PAGE>



                                   EXHIBIT A-2

                    Form of A-2 Common Stock Purchase Warrant


<PAGE>




                                    EXHIBIT B

                      Form of Registration Rights Agreement


<PAGE>




                                    EXHIBIT C

                      Form of Opinion of Company's Counsel


<PAGE>



                                    EXHIBIT D

                       INVESTOR SUITABILITY QUESTIONNAIRE

                 ADVENTRX PHARMACEUTICALS, INC. (THE "COMPANY")

                (ALL INFORMATION WILL BE TREATED CONFIDENTIALLY)

A.       ENTITY NAME AND CONTACT INFORMATION

         Name:
               -----------------------------------------------------------------
                    (Exact name as it should appear on stock certificate.)

         Name of Institution or Destination: ___________________________________
                                               (Include if different from
                                                             stock certificate.)

         Address:
                 ---------------------------------------------------------------





         Account Reference (if applicable): ____________________________________

         Tax Identification Number (if applicable):
                                                     ---------------------------

         Contact Name:
                        --------------------------------------------------------

         Contact Telephone Number:
                                    --------------------------------------------

         Contact Fax Number: ___________________________________________________

         Contact Email Address:
                                 -----------------------------------------------

B.       GENERAL INFORMATION

         Under the laws of what jurisdiction was the Investor formed?

         Was the Investor  formed for the purpose of investing in the securities
being offered?

                  Yes _____         No _____

         Set forth in the space provided below the (i) state(s),  if any, in the
         United States in which you maintained your principal  office during the
         past two years and the dates during which you maintained your office in
         each state, (ii) the state(s), if any, in which you are incorporated or
         otherwise organized, and (iii) the state(s), if any, in which you still
         pay income taxes:




<PAGE>


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

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

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

C.       ACCREDITED INVESTOR INFORMATION

         (i) Is the Investor a national bank or a banking institution  organized
         under the laws of any state or any  territory  of the United  States or
         the District of Columbia?

                  Yes _____         No _____

         (ii) Is the Investor a savings and loan association,  building and loan
         association,   cooperative  bank,  homestead  association,  or  similar
         institution,  which is supervised  and examined by any state or federal
         authority having supervision over such institution?

                  Yes _____         No _____

         (iii) Is the Investor a broker or dealer registered pursuant to Section
         15 of the Securities Exchange Act of 1934?

                  Yes _____         No _____

         (iv) Is the  Investor  a company  (i)  whose  primary  and  predominant
         business is underwriting  insurance and subject to the supervision by a
         regulatory  agency  under the laws of any state or  territory,  or (ii)
         registered as an investment company under the Investment Company Act of
         1940, or (iii) a Small Business Investment Company licensed by the U.S.
         Small Business Administration?

                  Yes _____         No _____

         (v) Is the Investor a "business development company" within the meaning
         of the Investment Company Act of 1940 or the Investment Advisers Act of
         1940?

                  Yes _____         No _____

         (vi) Is the  Investor  an  employee  benefit  plan  under the  Employee
         Retirement Income Security Act of 1974 (a "PLAN") with assets in excess
         of $5,000,000?

                  Yes _____         No _____

                  (a) If the  Investor is such a Plan,  but if the Plan's  total
                  assets do not exceed $5,000,000,  are investment decisions for
                  the  Plan  made  by a  bank,  savings  and  loan  association,
                  insurance company or registered  investment  adviser acting as
                  fiduciary? (If yes, please specify the name of the fiduciary.)

                       Yes _____         No _____


<PAGE>


                  Name of Fiduciary:
                                     -------------------------------------------

                  (b) If the Investor is a self-directed Plan, but if the Plan's
                  total  assets  do  not  exceed   $5,000,000,   are  investment
                  decisions  made  solely  by (1) a person  or  entity  that can
                  answer "yes" to one or more questions  under  paragraphs (i) -
                  (ix) of this Item C; (2) persons whose net worth, or joint net
                  worth with their  spouses,  exceeds  $1,000,000;  (3)  persons
                  whose income without regard to that of their spouses  exceeded
                  $200,000,  or whose joint income with their  spouses  exceeded
                  $300,000,  in each of the last two  years  and who  reasonably
                  expect  such  person  income to exceed  $200,000 or such joint
                  income to exceed  $300,000  this year;  or (4) persons who are
                  brokers or dealers  registered  pursuant  to Section 15 of the
                  Securities  Exchange Act of 1934? (If yes,  please specify the
                  applicable subpart of this question or Item.)

                       Yes _____         No _____

                       Subpart or Item:  ___________

         (vii)  Is the  Investor  (A)(1)  a tax  exempt  organization  which  is
         qualified under Section  501(c)(3) of the Internal Revenue Code of 1986
         as amended,  or (2) a corporation,  or (3) a  Massachusetts  or similar
         business  trust,  or (4) a  partnership,  not formed  for the  specific
         purpose of acquiring the securities  offered,  and (B) which has assets
         in excess of $5,000,000?

                  Yes _____         No _____

         (viii)  Is the  Investor  a trust,  with  total  assets  in  excess  of
         $5,000,000,  not  formed for the  specific  purpose  of  acquiring  the
         securities offered, whose purchase is directed by a person who has such
         knowledge and  experience in financial and business  matters that he is
         capable  of  evaluating  the  merits  and  risks  of  the   prospective
         investment?

                  Yes _____         No _____

                  If yes,  please attach a memorandum  describing  such person's
                  educational background,  professional memberships or licenses,
                  current   employment,   principal  business  and  professional
                  activities  during the last five years,  and  experience as an
                  investor in  securities.  Include any  additional  information
                  evidencing  that such  person  has  sufficient  knowledge  and
                  experience  in  financial  matters  that such person  would be
                  capable of evaluating the merits and risks of investing in the
                  securities being offered.

         (ix) Is the  Investor  an entity in which all of the equity  owners are
         persons who are either (1) entities described in paragraphs (i) through
         (viii)  above;  (2)  persons  whose net worth,  or joint net worth with
         their  spouses,  exceeds  $1,000,000;  (3) persons whose income without
         regard  to that of their  spouses  exceeded  $200,000,  or whose  joint
         income with their spouses  exceeded  $300,000,  in each of the last two
         years and who reasonably  expect such person income to exceed  $200,000
         or such joint income to exceed  $300,000  this year; or (4) persons who
         are  brokers  or  dealers  registered  pursuant  to  Section  15 of the
         Securities Exchange Act of 1934?


<PAGE>


                  Yes _____         No _____

                  If an equity owner is an entity  described  in paragraph  (vi)
                  under this Item C, please provide the information  required by
                  such paragraph.

        The above information has been requested by the Company and will be used
solely  to  confirm  that the  Company  is  complying  with  certain  securities
regulations.  In furnishing the above information,  the undersigned acknowledges
that the Company will be relying  thereon in assessing the  requirements  of the
Securities Act of 1933, as amended, and other applicable securities laws.

         The information  contained in this  questionnaire is true and complete,
and the  undersigned  understands  that the Company and its counsel will rely on
such  information  for the purpose of complying with all  applicable  securities
laws, as discussed above. The undersigned  agrees to notify the Company promptly
of any change in the foregoing information which may occur prior to any purchase
by the undersigned of stock from the Company.

Date:
      -----------------------------



ENTITY INVESTOR:

By:
   -----------------------------------------
                (signature)

Name:
      --------------------------------------
                (please print)

Title:
       -------------------------------------
              (please print)