REGISTRATION RIGHTS AGREEMENT

      This Registration Rights Agreement (this  "AGREEMENT"),  dated as of April
5, 2004 (the  "AGREEMENT  DATE"),  is among  ADVENTRX  Pharmaceuticals,  Inc., a
Delaware corporation (the "COMPANY"), each of the persons and entities listed on
Schedule 1 hereto (each, an "INVESTOR").

                                   BACKGROUND

      A. The Company and the Investors  (other than Burnham Hill  Partners) 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 the  Investors  and the  Investors  desire 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 the  Investors  certain
warrants to purchase shares of Common Stock,  and, in  consideration of services
as placement  agent,  the Company shall issue to Burnham Hill  Partners  certain
warrants to purchase shares of Common Stock (collectively, the "WARRANTS").

      C. A condition to the obligations under the Purchase Agreement is that the
Company  and the  Investors  enter into this  Agreement  in order to provide the
Investors with certain rights to register the resale of the Shares.

                                    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 each  Investor or its  transferee 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 or Section 9 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.

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

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


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<PAGE>


      (d) "SECURITIES ACT" means the Securities Act of 1933, 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 SDS Management, LLC ("SDS"), 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 any holder
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 such holders, 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  holders of a majority  of the
Registrable  Securities  or  counsel to SDS 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 Holder to comply  with  Section 4 hereof,
shall  prepare  and  file  with  the  Commission  such  additional  Registration
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


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<PAGE>


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 SDS 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 Investors thereof set forth in the Registration  Statement as
so amended or in such prospectus as so supplemented.

      (c) The Company shall notify the holders of  Registrable  Securities to be
sold and counsel to SDS 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 Investors 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) Each 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 of 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 each 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 any 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 their  Registrable  Securities.  In that connection,
each  selling  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.  The Company shall have no obligation to
register  the  Registrable  Securities  pursuant to this  Agreement or otherwise
following the end of the Effectiveness Period.


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<PAGE>


7. INDEMNIFICATION.


      (a) To the extent permitted by law, the Company shall, notwithstanding any
termination of this  Agreement,  indemnify and hold harmless each Investor,  the
officers,  directors,  agents and  employees  of each of them,  each  Person who
controls any such Investor  (within the meaning of Section 15 of the  Securities
Act or Section 20 of the Exchange Act) and the officers,  directors,  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 any  Investor or officer,  director,  agent 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 any such Investor or officer,  director or agent thereof or any
controlling person.

      (b) To the extent  permitted by law, each 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  that such  Violation  occurs in
reliance upon and in conformity with written information furnished expressly for
use in  connection  with such  registration  by any such  Investor  or  officer,
director,  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  under this  Section 7(b) for only that amount as does not exceed the net
proceeds  to such  Investor  as a result of the sale of  Registrable  Securities
pursuant to such Registration Statement.

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.


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<PAGE>


9. FAILURE TO FILE REGISTRATION  STATEMENT.  The Company and the Investors agree
that the  Investors  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
Investors 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 each  Investor  an amount  equal to two percent
(2%) of the total  purchase price such Investor paid for the Shares and Warrants
purchased  pursuant to the Purchase  Agreement (the "TOTAL 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 an  Investor  pursuant to this
Section 9 shall be due and payable within 5 business days of any demand therefor
by such 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 Investors 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
Investors  agree that the  Investors  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  Investors  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 each  Investor an amount  equal to (a) two percent  (2%) of such
Investor's  Total  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 such Investor's  Total 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 an  Investor  pursuant to this
Section  10  shall  be due and  payable  within 5  business  days of any  demand
therefor  by such  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  date  of  this
Agreement, of the amount of damages that may be incurred by the Investors 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 Investors 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 investors 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  each   Investor  so  long  as  such  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
          Investors  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.

      (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.


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<PAGE>


      (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:                                  To the address set forth in Schedule 1 hereto.
</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
holders  of a majority  of the  Registrable  Securities  then  outstanding.  Any
amendment or waiver  effected in  accordance  with this  Section  12(e) shall be
binding upon each party to this Agreement,  whether or not such party has signed
such  amendment  or waiver and the Company.  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
parties;  provided,  however,  that any of the  Investors  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


                                       8
<PAGE>


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
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


                                       9
<PAGE>


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,  (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,  and (vi)
fees and expenses of the counsel to SDS, up to $5,000,  in  connection  with any
Registration Statement hereunder.  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,  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.

      (m)  INDEPENDENT   NATURE  OF  INVESTORS'   OBLIGATIONS  AND  RIGHTS.  The
obligations of each Investor under this Agreement are several and not joint with
the obligations of any other  Investor,  and no Investor shall be responsible in
any way for the  performance of the  obligations of any other Investor under any
such agreement.  Nothing contained  herein,  and no action taken by any Investor
pursuant thereto,  shall be deemed to constitute the Investors as a partnership,
an  association,  a joint  venture  or any  other  kind of  entity,  or create a
presumption  that the  Investors  are in any way acting in concert or as a group
with  respect  to such  obligations  or the  transactions  contemplated  by such
agreement.  Each Investor shall be entitled to independently protect and enforce
its  rights,  including  without  limitation,  the  rights  arising  out of this
Agreement,  and it shall not be necessary for any other Investor to be joined as
an additional party in any proceeding for such purpose. Each Investor represents
that it has been represented by its own separate legal counsel in its review and
negotiation of this Agreement.  For reasons of administrative  convenience only,
the Investors  acknowledge and agree that they and their respective counsel have
chosen to communicate  with the Company  through Wiggin and Dana LLP, but Wiggin
and Dana LLP does not represent any of the Investors in this  transaction  other
than SDS (an affiliate of an Investor).



                            [Signature page follows.]



                                       10
<PAGE>



           COMPANY SIGNATURE PAGE TO THE REGISTRATION RIGHTS AGREEMENT

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

ADVENTRX PHARMACEUTICALS, INC.

By:
    ---------------------------------------------------

Name:
      -------------------------------------------------

Title:
       ------------------------------------------------

[Investor signature pages follow.]



          COMPANY SIGNATURE PAGE TO THE REGISTRATION RIGHTS AGREEMENT


<PAGE>


INVESTORS:

Print Exact Name:_________________________________



By:_____________________________________________
Name:
Title:

                    [ADVENTRX Registration Rights Agreement]


<PAGE>







                                                    SCHEDULE 1

                                                     INVESTORS