REGISTRATION RIGHTS AGREEMENT

      This Registration Rights 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. ("CD").

                                   BACKGROUND

      A. The  Company  and CD have  entered  into a  Common  Stock  and  Warrant
Purchase Agreement (the "PURCHASE  AGREEMENT") as of the Agreement Date pursuant
to which the Company  desires to sell to CD and CD desires to purchase  from the
Company shares of Common Stock, par value $0.001 per share ("COMMON STOCK"),  of
the Company (the "SHARES").

      B. As additional consideration for the purchase of the Shares, pursuant to
the  Purchase  Agreement,  the  Company  shall  issue to CD certain  warrants to
purchase shares of Common Stock (the "WARRANTS").

      C. A condition to the obligations under the Purchase Agreement is that the
Company and CD enter into this  Agreement  in order to provide the  Investor (as
defined herein) with certain rights to register the resale of the Shares and the
Warrant Shares (as defined herein).

                                    AGREEMENT

      In  consideration  of the mutual  promises,  representations,  warranties,
covenants  and  conditions  set forth in this  Agreement,  the parties  agree as
follows:

1. DEFINITIONS. For purposes of this Agreement, the term:

      (a) "REGISTRABLE  SECURITIES"  means (a) the Shares and the Warrant Shares
or other  securities  issued or  issuable to the  Investor  or its  transferees,
assignees  or  designee  (i) upon  exercise  of the  Warrants,  or (ii) upon any
dividend or distribution with respect to, any exchange for or any replacement of
the Shares, Warrants or Warrant Shares or (iii) upon any conversion, exercise or
exchange of any  securities  issued in  connection  with any such  distribution,
exchange or replacement; (b) securities issued or issuable upon any stock split,
stock dividend, recapitalization or similar event with respect to the foregoing;
(c) securities issued pursuant to Section 8 of the Purchase Agreement, Section 9
or Section 10 of this  Agreement  or Section 3 of the Warrants and (d) any other
security issued as a dividend or other distribution with respect to, in exchange
for, in replacement or redemption of, or in reduction of the  liquidation  value
of, any of the  securities  referred to in the  preceding  clauses.  The parties
acknowledge  that the Company may choose to include the  Registrable  Securities
hereunder on a registration statement with other similar securities, but only if
to do so would not materially  adversely affect the  registration  rights of the
Investor  (including,  without  limitation,  the ability of the Investor to sell
Registrable Securities freely without liability).

      (b) "INVESTOR"  means  collectively CD and any  transferees,  assignees or
designees thereof who hold Registrable Securities.

      (c) "COMMISSION" means the Securities and Exchange Commission.


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<PAGE>


      (d)  "WARRANT  SHARES"  means the  shares of Common  Stock  issuable  upon
exercise of the Warrants.

      (e) "SECURITIES ACT" means the Securities Act of 1933, as amended.

      (f) "EXCHANGE ACT" means the Exchange Act of 1934, as amended.

2. FILING OF REGISTRATION STATEMENT.

      (a) The  Company  shall  prepare  and file with the  Commission  a "shelf"
registration statement (a "REGISTRATION STATEMENT") on Form S-3 (or if such form
is  not  available  to  the  Company  on  another  form   appropriate  for  such
registration in accordance  herewith) covering all Registrable  Securities for a
secondary or resale  offering to be made on a continuous  basis pursuant to Rule
415, such Registration Statement to be filed by no later than June 30, 2004 (the
"TARGET  FILING  DATE").  The  Company  shall use its best  efforts to cause the
Registration  Statement to be declared  effective  under the  Securities Act not
later than 90 days after the  Target  Filing  Date  (including  filing  with the
Commission a request for  acceleration of  effectiveness in accordance with Rule
461  promulgated  under the Securities Act within five business days of the date
that the Company is notified (orally or in writing, whichever is earlier) by the
Commission  that a  Registration  Statement  will not be  "reviewed,"  or not be
subject to further review) and to keep such Registration  Statement continuously
effective  under the Securities Act until such date as is the earlier of (x) the
date when all Registrable Securities covered by such Registration Statement have
been  sold  or  (y)  the  second   anniversary   of  the  Agreement   Date  (the
"EFFECTIVENESS  PERIOD").  Upon the initial  filing  thereof,  the  Registration
Statement  shall  cover  at least  100% of the  Shares  and 100% of the  Warrant
Shares.  Such  Registration  Statement also shall cover, to the extent allowable
under  the  Securities  Act  and the  rules  promulgated  thereunder  (including
Securities  Act Rule 416),  such  indeterminate  number of additional  shares of
Common  Stock   resulting  from  stock  splits,   stock   dividends  or  similar
transactions  with respect to the  Registrable  Securities.  Not less than three
business days prior to the filing of the  Registration  Statement or any related
prospectus or any amendment or supplement thereto, the Company shall (i) furnish
to counsel to the Investor,  copies of all such documents  proposed to be filed,
which documents (other than those  incorporated by reference) will be subject to
the  review  of  such  counsel,  and  (ii) at the  request  of the  Investor  of
Registrable Securities cause its officers and directors, counsel and independent
certified public accountants to respond to such inquiries as shall be necessary,
in the  reasonable  opinion of counsel to the Investor,  to conduct a reasonable
investigation  within the meaning of the  Securities  Act. The Company shall not
file the  Registration  Statement or any such  prospectus  or any  amendments or
supplements  thereto to which the  Investor  or counsel  to the  Investor  shall
reasonably  object in writing  within three  business  days after their  receipt
thereof.

      (b) The  Company  shall  (i)  prepare  and file with the  Commission  such
amendments,  including post-effective  amendments, to the Registration Statement
as may be necessary to keep the Registration Statement continuously effective as
to all Registrable Securities for the Effectiveness Period and to the extent any
Registrable  Securities  are not  included in such  Registration  Statement  for
reasons  other than the failure of the Investor to comply with Section 4 hereof,
shall  prepare  and  file  with  the  Commission  such  additional  Registration


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<PAGE>


Statements  in order  to  register  for  resale  under  the  Securities  Act all
Registrable  Securities;  (ii)  cause the  related  prospectus  to be amended or
supplemented by any required  prospectus  supplement,  and as so supplemented or
amended to be filed  pursuant  to Rule 424 (or any  similar  provisions  then in
force)  promulgated  under the  Securities  Act;  (iii)  respond as  promptly as
possible,  and in no event later than 10 business days, to any comments received
from the Commission with respect to the Registration  Statement or any amendment
thereto and as promptly  as  possible,  upon  request,  provide  counsel for the
Investor  true  and  complete  copies  of  all  correspondence  from  and to the
Commission  relating  to the  Registration  Statement;  and (iv)  comply  in all
material respects with the provisions of the Securities Act and the Exchange Act
with respect to the  disposition of all  Registrable  Securities  covered by the
Registration  Statement  during the  applicable  period in  accordance  with the
intended  methods  of  disposition  by the  Investor  thereof  set  forth in the
Registration Statement as so amended or in such prospectus as so supplemented.

      (c) The Company  shall  notify the Investor and counsel to the Investor as
promptly as possible  (i) when a  prospectus  or any  prospectus  supplement  or
post-effective  amendment to the Registration  Statement is proposed to be filed
(but in no event in the case of this  subparagraph (i), less than three business
days prior to the date of such filing);  (ii) when the  Commission  notifies the
Company  whether there will be a "review" of such  Registration  Statement;  and
(iii)  with  respect  to  the  Registration   Statement  or  any  post-effective
amendment,  when the same has  become  effective,  and after  the  effectiveness
thereof:  (A) of any  request by the  Commission  or any other  Federal or state
governmental  authority  for  amendments  or  supplements  to  the  Registration
Statement or prospectus or for  additional  information;  (B) of the issuance by
the  Commission  of  any  stop  order   suspending  the   effectiveness  of  the
Registration  Statement covering any or all of the Registrable Securities or the
initiation  of any  proceedings  for that  purpose;  (C) of the  receipt  by the
Company of any notification  with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale in
any  jurisdiction,  or the  initiation or threatening of any proceeding for such
purpose;  and  (D) if the  financial  statements  included  in the  Registration
Statement  become  ineligible for inclusion  therein or of the occurrence of any
event that makes any statement made in the Registration  Statement or prospectus
or any document  incorporated or deemed to be incorporated  therein by reference
untrue  in  any  material   respect  or  that  requires  any  revisions  to  the
Registration  Statement,  prospectus or other  documents so that, in the case of
the  Registration  Statement or the prospectus,  as the case may be, it will not
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated therein or necessary to make the statements  therein,
in the light of the  circumstances  under which they were made, not  misleading.
Without  limitation to any remedies to which the Investor may be entitled  under
this Agreement,  if any of the events described in Section  2(c)(iii) occur, the
Company shall use its best efforts to respond to and correct the event.

      (d) The Investor  acknowledges that the Registration  Statement shall also
register  a  significant  amount  of  shares  of  Common  Stock  owned  by other
stockholders   which  have  "piggy-back"   registration   rights  under  various
agreements with the Company.



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<PAGE>


3. PIGGY-BACK REGISTRATION.

      (a) RIGHT TO  PIGGY-BACK.  If (but without any  obligation  to do so other
than as provided  above) the Company  proposes to register  any shares of Common
Stock in  connection  with any offering of shares of Common Stock  pursuant to a
registration  statement  under the  Securities  Act (other  than a  registration
relating  solely to the sale of  securities to  participants  in a Company stock
plan or a  transaction  covered  by Rule 145  under  the  Securities  Act,  or a
registration  in which the only stock being  registered is Common Stock issuable
upon conversion of debt securities  which are also being  registered) (a "PUBLIC
OFFERING"),  the Company shall promptly give the Investor written notice of such
registration,  at least 10 business days prior to the filing of any registration
statement  under the  Securities  Act. Upon the written  request of the Investor
given  within 5  business  days after  delivery  of such  written  notice by the
Company, the Company shall, subject to the provisions of Section 3(b) below, use
its best  efforts to cause to be  registered  under the  Securities  Act on such
registration  statement all of the Registrable  Securities that the Investor has
requested to be registered.

      (b)  UNDERWRITING.  If the registration  statement under which the Company
gives notice under  Section 3(a) is for an  underwritten  Public  Offering,  the
Company shall so advise the Investor.  The right of the Investor to registration
pursuant  to  Section  3(a)  above  shall be  conditioned  upon  the  Investor's
participation  in  such  underwriting  and  the  inclusion  of  the  Registrable
Securities in the underwriting to the extent provided herein. The Investor shall
(together  with  the  Company  and  any  other  holders  of  Company  securities
distributing  their  securities   through  such  underwriting)   enter  into  an
underwriting  agreement in customary form with the  underwriter or  underwriters
selected for underwriting by the Company. Notwithstanding any other provision of
Sections 3(a), if the underwriter  determines  that marketing  factors require a
limitation  of the  number of shares to be  underwritten,  the  underwriter  may
exclude some or all of the  Registrable  Securities from such  registration  and
underwriting.

4. FURNISH INFORMATION.  It shall be a condition to the Company's obligations to
take any action under this Agreement with respect to the Registrable  Securities
of the Investor that the Investor  shall promptly  furnish to the Company,  upon
request, such information regarding itself, the Registrable Securities,  and the
intended  method of  disposition  of such  securities  as shall be  necessary to
effect the registration of its Registrable Securities.  In that connection,  the
Investor shall be required to represent to the Company that all such information
which is given is both complete and accurate in all material respects when made.

5. DELAY OF REGISTRATION.  The Investor shall have no right to obtain or seek an
injunction restraining or otherwise delaying any such registration as the result
of any  controversy  that might  arise with  respect  to the  interpretation  or
implementation of the terms of this Agreement.

6. TERMINATION OF REGISTRATION  RIGHTS.  Following the end of the  Effectiveness
Period,  the  Company  shall have no  obligation  to  register  the  Registrable
Securities pursuant to this Agreement or otherwise.



                                       4
<PAGE>


7. INDEMNIFICATION.

      (a) To the extent permitted by law, the Company shall, notwithstanding any
termination  of this  Agreement,  indemnify and hold harmless the Investor,  its
officers,  directors,  managers,  agents and employees, each Person who controls
the Investor  (within the meaning of Section 15 of the Securities Act or Section
20 of the  Exchange  Act) and the  officers,  directors,  managers,  agents  and
employees of each such  controlling  Person,  to the fullest extent permitted by
applicable  law,  from  and  against  any  and  all  losses,  claims,   damages,
liabilities,  costs  (including,  without  limitation,  costs of preparation and
reasonable attorneys' fees) and expenses (collectively,  "LOSSES"), as incurred,
arising  out of or  relating  to any untrue or  alleged  untrue  statement  of a
material  fact  contained  or  incorporated  by  reference  in the  Registration
Statement,  any  prospectus  or any form of  prospectus  or in any  amendment or
supplement  thereto  or in any  preliminary  prospectus,  or  arising  out of or
relating to any omission or alleged  omission of a material  fact required to be
stated therein or necessary to make the  statements  therein (in the case of any
prospectus  or form of prospectus  or amendment or  supplement  thereto,  in the
light  of  the  circumstances   under  which  they  were  made)  not  misleading
(collectively a "VIOLATION"),  provided,  however,  that the indemnity agreement
contained in this Section 7(a) shall not apply to amounts paid in  settlement of
any such Loss if such  settlement is effected  without the prior written consent
of the Company (which consent shall not be unreasonably withheld), nor shall the
Company be liable to the  Investor or any  officer,  director,  manager,  agent,
employee or controlling person thereof to the extent that any Loss arises out of
or is based upon  untrue  statements,  omissions  or  violations  which occur in
reliance upon and in conformity with information  furnished expressly for use in
connection  with such  registration  by the Investor or any  officer,  director,
manager, agent or employee thereof or any controlling person thereof.

      (b) To the extent  permitted by law, the Investor  shall,  notwithstanding
any termination of this Agreement, indemnify and hold harmless the Company, each
of  its  directors,  each  of its  officers  who  has  signed  the  registration
statement,  each person, if any, who controls the Company (within the meaning of
Section  15 of the  Securities  Act or  Section  20 of the  Exchange  Act),  any
underwriter,  any other  stockholder of the Company  selling  securities in such
Registration  Statement and any  controlling  person of any such  underwriter or
other stockholder,  against any Losses, as incurred,  arising out of or relating
to any  Violation in each case to the extent (but only to the  extent)that  such
Violation  occurs in reliance  upon and in conformity  with written  information
furnished in writing  expressly for use in connection with such  registration by
the Investor or any officer,  director,  manager,  agent or  controlling  person
thereof;  provided,  however,  that the  indemnity  agreement  contained in this
Section 7(b) shall not apply to amounts paid in  settlement  of any such Loss if
such settlement is effected  without the consent of the Investor,  which consent
shall not be  unreasonably  withheld.  Notwithstanding  anything to the contrary
contained  herein,  the  Investor  shall be liable in the  aggregate  under this
Section 7(b) for only such  amounts,  if any, as in the  aggregate do not exceed
the net  proceeds  to such  Investor  as a  result  of the  sale of  Registrable
Securities pursuant to such Registration Statement.



                                       5
<PAGE>


8. LISTING.  The Company shall cause all Registrable  Securities to be listed on
any  United   States   securities   exchange,   quotation   system,   market  or
over-the-counter  bulletin  board  on which  similar  securities  issued  by the
Company are then listed and use its best efforts to maintain such listing.

9. FAILURE TO FILE  REGISTRATION  STATEMENT.  The Company and the Investor agree
that the Investor will suffer damages if the Registration Statement is not filed
on or prior to the Target Filing Date and maintained in the manner  contemplated
herein during the  Effectiveness  Period.  The Company and the Investor  further
agree that it would not be feasible to ascertain the extent of such damages with
precision.  Accordingly,  if the Registration Statement is not filed on or prior
to the Target Filing Date,  the Company shall pay in cash or in shares of Common
Stock (at the Company's  option) as liquidated  damages for such failure and not
as a penalty to the Investor an amount equal to two percent (2%) of the purchase
price the Investor  paid for the Shares and Warrants  purchased  pursuant to the
Purchase  Agreement  (the  "PURCHASE  PRICE") for each 30-day  period  until the
Registration  Statement has been filed with the  Commission,  which shall be pro
rated for such periods less than 30 days (the "LATE FILING  DAMAGES").  Payments
to be made to the  Investor  pursuant to this Section 9 shall be due and payable
within 5 business days of any demand  therefor by the Investor,  but in no event
more than once during any 30-day period.  The parties agree that the Late Filing
Damages  represent a reasonable  estimate on the part of the parties,  as of the
date of this  Agreement,  of the amount of damages  that may be  incurred by the
Investor if the  Registration  Statement  is not filed on or prior to the Target
Filing Date. If the Company  elects to pay the Late Filing  Damages in shares of
Common Stock, such shares of Common Stock shall be valued at the average closing
price of a share of Common Stock on the applicable trading market for the Common
Stock for the 5-trading-day  period immediately  preceding the date of demand of
such Late Filing Damages.

10. FAILURE OF REGISTRATION  STATEMENT TO BECOME EFFECTIVE.  The Company and the
Investor  agree  that the  Investor  will  suffer  damages  if the  Registration
Statement  is not  declared  effective  by the  Commission  on or  prior  to the
ninetieth  (90th) day  following  the  Target  Filing  Date (the  "EFFECTIVENESS
DEADLINE").  The Company  and the  Investor  further  agree that it would not be
feasible to ascertain the extent of such damages with precision. Accordingly, if
the Registration  Statement is not declared effective by the Commission prior to
the Effectiveness Deadline, the Company shall pay in cash or in shares of Common
Stock (at the Company's  option) as liquidated  damages for such failure and not
as a penalty to the  Investor  an amount  equal to (a) two  percent  (2%) of the
Purchase Price for the first 30-day period following the Effectiveness  Deadline
(which  shall be pro  rated  for such  periods  less  than 30 days)  and (b) one
percent (1%) of the Purchase  Price for each  subsequent  30-day  period  (which
shall be pro rated for such periods  less than 30 days) (the  "NON-EFFECTIVENESS
DAMAGES") until either (x) the Registration  Statement is declared  effective by
the Commission or (y) the first  anniversary of the Agreement Date.  Payments to
be made to the  Investor  pursuant  to this  Section 10 shall be due and payable
within 5 business days of any demand  therefor by the Investor,  but in no event
more  than  once  during  any  30-day   period.   The  parties  agree  that  the
Non-Effectiveness  Damages  represent a  reasonable  estimate on the part of the
parties, as of the Agreement Date, of the amount of damages that may be incurred
by the Investor if the  Registration  Statement is not declared  effective on or
prior to the  ninetieth  (90th) day  following  the Target  Filing Date.  If the
Company elects to pay the  Non-Effectiveness  Damages in shares of Common Stock,
such shares of Common  Stock shall be valued at the average  closing  price of a
share of Common Stock on the applicable  trading market for the Common Stock for
the  5-trading-day  period  immediately  preceding  the date of  demand  of such
Non-Effectiveness Damages.


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<PAGE>


11. LISTING; EXCHANGE ACT REPORTS.

      (a) The Company shall use commercially reasonable best efforts to list its
Common Stock on the American Stock Exchange.

      (b) With a view to making  available  to the Investor the benefits of Rule
144 promulgated under the Securities Act or any other similar rule or regulation
of the Commission that may at any time permit the Investor to sell securities of
the Company to the public without  registration ("RULE 144"), the Company agrees
to:

          (i) make and keep  public  information  available,  as those terms are
          understood and defined in Rule 144;

          (ii) file with the Commission in a timely manner all reports and other
          documents  required of the Company  under the  Securities  Act and the
          Securities  Exchange Act of 1934, as amended (the  "EXCHANGE  Act") so
          long as the  Company  remains  subject  to such  requirements  and the
          filing  of such  reports  and  other  documents  is  required  for the
          applicable provisions of Rule 144; and

          (iii)furnish to the Investor so long as the Investor owns  Registrable
          Securities,  promptly  upon  request,  (i) a written  statement by the
          Company that it has complied with the reporting  requirements  of Rule
          144, the  Securities Act and the Exchange Act, (ii) a copy of the most
          recent  annual or  quarterly  report  of the  Company  and such  other
          reports and  documents  so filed by the Company to the extent any such
          report is not available on the  Commission's  website,  and (iii) such
          other  information  as may  be  reasonably  requested  to  permit  the
          Investor  to  sell  such  securities  pursuant  to  Rule  144  without
          registration.

12. 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


                                       7
<PAGE>


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.

      (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>



                                       8
<PAGE>


      (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 hereto 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  to any  person  to whom it  assigns  or  transfers  the  Warrants  or
Registrable  Securities,  other  than in a public  resale,  in  compliance  with
applicable  securities  laws. 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


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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)  REGISTRATION   EXPENSES.  All  fees  and  expenses  incident  to  the
performance  of or compliance  with this Agreement by the Company shall be borne
by the Company  whether or not the  Registration  Statement  is filed or becomes
effective and whether or not any Registrable Securities are sold pursuant to the
Registration  Statement.  The fees and  expenses  referred  to in the  foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including,  without  limitation,  fees and expenses (A) with respect to filings
required to be made with the American Stock  Exchange and each other  securities
exchange,  quotation system, market or over-the-counter  bulletin board on which
Registrable  Securities are required hereunder to be listed, (B) with respect to
filings  required to be made with the  Commission,  and (C) in  compliance  with
state securities or Blue Sky laws), (ii) printing expenses  (including,  without
limitation,  expenses of printing certificates for Registrable Securities and of
printing or photocopying prospectuses),  (iii) messenger, telephone and delivery
expenses,  (iv)  Securities Act liability  insurance,  if the Company so desires
such insurance,  and (v) fees and expenses of all other persons  retained by the
Company in connection with the consummation of the transactions  contemplated by
this Agreement,  including, without limitation, the Company's independent public
accountants (including, in the case of an underwritten offering, the expenses of
any comfort letters or costs associated with the delivery by independent  public
accountants  of a comfort  letter or  comfort  letters)  and legal  counsel.  In
addition,  the Company  shall be  responsible  for all of its internal  expenses
incurred in connection with the consummation of the transactions contemplated by
this Agreement (including,  without limitation, all salaries and expenses of its
officers and employees  performing legal or accounting  duties),  the expense of
any annual  audit,  and the fees and expenses  incurred in  connection  with the
listing of the  Registrable  Securities on any  securities  exchange as required
hereunder.

      (l) 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.



                            [Signature page follows.]




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<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 Ziegelman

Name: John Ziegelman

Title: President