EMPLOYMENT AGREEMENT

      Employment Agreement, dated October 15, 1999 and effective as of June 1,
1999, (the "Effective Date"), by and between AVAX Technologies, Inc., a Delaware
corporation (the "Corporation"), and Dr. Jeffrey M. Jonas, M.D., an individual
(the "Executive").

                                   WITNESSETH:

      WHEREAS, the Corporation has employed the Executive pursuant to a letter
agreement dated June 1, 1996 and a supplement thereto dated April 7, 1997
(collectively, the "Employment Letter Agreements"), setting forth certain terms
of the Executive's employment; and

      WHEREAS, the Corporation and the Executive wish to amend and restate the
Employment Letter Agreements hereby in their entirety:

      NOW, THEREFORE, in consideration of the foregoing and the mutual promises
and covenants herein contained, it is agreed as follows:

1. EMPLOYMENT; DUTIES, POWERS AND AUTHORITY

      (a) The Corporation engages and employs the Executive, and the Executive
hereby accepts engagement and employment as President and Chief Executive
Officer of the Corporation.

      (b) The Executive shall perform his duties with all such powers and
authority as appertain to such office in accordance with the Corporation's
by-laws, subject to overall direction consistent with the legal authority of the
Board of Directors of the Corporation (the "Board"), and such duties, powers and
authority shall not be limited or materially changed by the Corporation during
the Employment Period. The Executive shall perform his duties hereunder from the
Corporation's offices and at such other places as shall be necessary according
to the needs, business or opportunities of the Corporation; provided, that the
Executive acknowledges and agrees that the performance by the Executive of his
duties hereunder may require significant domestic and international travel by
the Executive.

      (c) As President and Chief Executive Officer, the Executive shall
supervise, control and be responsible for the general management and operations
of the Corporation and have such other executive powers and duties as may from
time to time be prescribed by the Board. The Executive shall report solely to
the Board and there shall be no employee of the Corporation who shall have
authority equal or superior the authority of the Executive.

      (d) The Corporation shall cause the Executive to be elected to the Board
at all times during the Employment Period, and the Executive shall serve as a
member of the Board at all times during the Employment Period.

      (e) The Executive shall devote such of his time and efforts as shall be
necessary to the proper discharge of his duties and responsibilities under this
Agreement. The Executive may engage in other business ventures and activities,
provided that the Executive first obtains


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<PAGE>

permission by the Board and that (i) such other ventures and activities will not
unreasonably interfere with the performance of his duties and responsibilities
hereunder, (ii) such other ventures and activities could not reasonably be
anticipated to require more than eight hours of the Executive's professional
time per month and (iii) such other ventures and activities will not result in
violation of the provisions of Sections 5 or 6 hereof.

2. TERM

      The Executive's employment hereunder shall, unless earlier terminated, be
for a term of three (3) years (the "Initial Period") commencing on the Effective
Date of this Employment Agreement. The Initial Period and any Renewal Periods
(as defined below) are collectively referred to herein as the "Employment
Period." On a date not less than nine (9) months before the end of the
Employment Period, the Company and the Employee shall negotiate in good faith
whether to extend the Term of this Agreement for a further three year period
(the "Renewal Periods") which term(s) are subject to earlier termination as
hereinafter provided.

3. COMPENSATION

      (a) As compensation for the performance of his duties on behalf of the
Corporation, the Executive shall be compensated during the Employment Period as
follows:

            (i)   A base salary of not less than $300,000 per annum (the "Base
                  Salary"), subject to annual review commencing 12 months from
                  the Effective Date;

            (ii)  At the sole and absolute discretion of the Board, the
                  Executive may be eligible to receive an annual incentive bonus
                  beginning with the first anniversary of the Effective Date
                  during the Employment Period. The Board shall meet with the
                  Executive to establish such goals and performance standards as
                  the Board determines are to be taken into account in
                  determining the Executive's discretionary bonus awards
                  provided for herein. In consideration of such bonus, the Board
                  may use some or all of the criteria listed in Exhibit I to
                  make its determination.

            (iii) The Corporation shall withhold all applicable federal, state
                  and local taxes, social security and workers' compensation
                  contributions and such other amounts as may be required by law
                  or agreed upon by the parties with respect to the compensation
                  payable to the Executive pursuant to this section 3(a) or
                  otherwise in connection with his employment by the
                  Corporation.

      (b) The Executive has received options to purchase 588,872 shares of
Common Stock, par value $.004, according to the Schedule in Exhibit II. These
options shall vest and be exercisable (subject to any resale restrictions of an
underwriter of the Corporation's securities), in accordance with the provisions
and terms of the letter Agreement dated June 1, 1996, attached as Exhibit III,
and in accordance with the terms and conditions contained in the Corporation's
Incentive Stock Option Plan adopted in 1992. In addition, from time to time, at
the discretion of


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<PAGE>

the Board of Directors, the Executive may be entitled to additional stock
options pursuant to the Corporation's Stock Option Plan.

      (c) The Corporation shall reimburse the Executive for all normal, usual
and necessary expenses incurred by the Executive in furtherance of the business
and affairs of the Corporation, including reasonable travel and entertainment,
against receipt by the Corporation of appropriate vouchers or other proof of the
Executive's expenditures and otherwise in accordance with such Expense
Reimbursement Policy as may from time to time be adopted by the Board of
Directors of the Corporation.

      (d) The Executive shall be entitled, during the Employment Period, to not
less than four weeks per year of paid vacation time. The days selected for the
Executive's vacation must be mutually agreeable to the Corporation and the
Executive.

      (e) During the Employment Period, the Executive shall be entitled to
participate in any group insurance, hospitalization, medical, dental, health and
accident, disability or similar plan or program of Corporation now existing or
established hereafter to the extent that he is eligible under the general
provisions thereof. The Corporation shall at all times during the term of this
Agreement maintain at its expense life insurance on the life of the Executive
with death benefits of at least Nine Hundred Thousand Dollars ($900,000) in the
form of a policy owned by the Executive, the beneficiaries of which are the
Executive's estate or other beneficiaries designated by the Executive. Upon
termination of this Agreement, the Corporation shall transfer the policy and all
accrued benefits thereunder to the Executive at no cost to the Executive such
that thereafter the Executive may maintain the full benefits of the policy by
paying premiums that become due for periods after termination at levels not
greater than those being paid by the Corporation during the term of this
Agreement.

      (f) The Executive shall continue to be entitled to receive his salary and
benefits hereunder during any period (up to a maximum of 10 business days (or
such greater number of days as are consistent with the Corporation's sick leave
policies) per year) during which he is unable to perform his duties hereunder
because of ill health or Disability (as defined below).

      (g) Subject to paragraphs (d) through (f) of Section 10 below, the
Executive must be an employee of the Corporation at the time that any
compensation is due in order to receive such compensation.

4. REPRESENTATIONS AND WARRANTIES BY EXECUTIVE AND CORPORATION

      The Executive hereby represents and warrants to the Corporation as
follows:

      (a) Neither the execution and delivery of this Agreement nor the
performance by the Executive of his duties and other obligations hereunder
violate or will violate any statute, law, determination or award, or conflict
with or constitute a default under (whether immediately, upon the giving of
notice or lapse of time or both) any prior employment agreement, contract, or
other instrument to which the Executive is a party or by which he is bound.


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<PAGE>

      (b) The Executive has the full right, power and legal capacity to execute
and deliver this Agreement and to perform his duties and other obligations
hereunder. This Agreement constitutes the legal, valid and binding obligation of
the Executive enforceable against him in accordance with its terms. No approvals
or consents of any persons or entities are required for the Executive to execute
and deliver this Agreement or perform his duties and other obligations
hereunder.

      The Corporation hereby represents and warrants to the Executive as
follows:

      (a) The Corporation is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware, which has all
requisite corporate power and authority to own its properties and conduct its
business in the manner presently contemplated.

      (b) The Corporation has full power and authority to enter into this
Agreement and to incur and perform its obligations hereunder. This Agreement
constitutes the legal, valid and binding obligation of the Corporation
enforceable against the Corporation in accordance with its terms.

      (c) The execution, delivery and performance by the Corporation of this
Agreement does not conflict with or result in a breach or violation of or
constitute a default under (whether immediately, upon the giving of notice or
lapse of time or both) the certificate of incorporation or by-laws of the
Corporation, or any agreement or instrument to which the Corporation is a party
or by which the Corporation or any of its properties may be found or affected.

5. NON-COMPETITION

      (a) The Executive understands and recognizes that his services to the
Corporation are special and unique and agrees that, during the Employment Period
and for a period of two years from the date of termination of his employment
hereunder, he shall not in any manner, directly or indirectly, on behalf of
himself or any person, firm, partnership, joint venture, corporation or other
business entity ("Person"), enter into or engage in any business directly
competitive with the Corporation's business or relating to chemotherapies or
immunotherapies for the treatment of cancer, or other therapies, treatments or
matters within the scope of, or research and development relating to, the
Corporation's business, either as an individual for his own account, or as a
partner, joint venturer, executive, agent, consultant, salesperson, officer,
director or shareholder of a Person operating or intending to operate within the
area that the Corporation is, at the date of termination, conducting its
business (collectively, "Restricted Business"); provided, however, that nothing
herein will preclude the Executive from holding one percent (1%) or less of the
stock of any publicly traded company or from holding a position with a Person
which does engage in a Restricted Business so long as (i) the Executive works in
a division of such Person which is not primarily engaged in a Restricted
Business and (ii) the Executive has no responsibilities for the direct
supervision of, and will not in the ordinary course of discharging his
responsibilities become involved in the analysis of proprietary data or
marketing strategies relating to, any Restricted Business that is engaged in by
such division. This paragraph 5(a) shall be null and void if the Executive
terminated his employment for just cause pursuant to section 11(a)(iv) below or
if this Agreement is terminated prior to the end of the Initial Term or any


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<PAGE>

Additional Term then in effect by the Corporation other than pursuant to Section
11(a)(ii) or (iii) below.

      (b) In the event that the Executive breaches any provisions of this
Section 6 or there is a threatened breach, then, in addition to any other rights
which the Corporation may have, the Corporation shall be entitled, without the
posting of a bond or other security, to injunctive relief to enforce the
restrictions contained herein. In the event that an actual proceeding is brought
in equity to enforce the provisions of this Section 6, the Executive shall not
urge as a defense that there is an adequate remedy at law nor shall the
Corporation be prevented from seeking any other remedies which may be available.

6. CONFIDENTIAL INFORMATION

      (a) The Executive agrees that during the course of his employment and for
a period of three years after termination, he will not disclose or make
accessible to any other person, the Corporation's products, services and
technology, both current and under development, promotion and marketing
programs, lists, trade secrets and other confidential and proprietary business
information of the Corporation or any of its clients except to the extent the
same have become generally known to the public other than through a breach of
this Section 6. The Executive agrees: (i) not to use any such information for
himself or others during such three-year period; and (ii) not to take any such
material or reproductions thereof from the Corporation's facilities at any time
during his employment by the Corporation, except as required in the Executive's
duties to the Corporation. The Executive agrees immediately to return all such
material and reproductions thereof in his possession to the Corporation upon
request and in any event upon termination of employment.

      (b) Except with prior written authorization by the Corporation, the
Executive agrees not to disclose or publish any of the confidential, technical
or business information or material of the Corporation, its clients or any other
party to whom the Corporation owes an obligation of confidence, at any time
during or for a period of three (3) years after his employment with the
Corporation.

7. OWNERSHIP OF PROPRIETARY INFORMATION

      (a) The Executive agrees that all information that has been created,
discovered or developed by the Corporation, its subsidiaries, affiliates,
successors or assigns (collectively, the "Affiliates") (including, without
limitation, information relating to the development of the Corporation's
business created by, discovered by, developed by or made known to the
Corporation or the Affiliates by Executive during the Employment Period and
information relating to Corporation's customers, suppliers, consultants, and
licensees)and/or in which property rights have been assigned or otherwise
conveyed to the Corporation or the Affiliates, shall be the sole property of the
Corporation or the Affiliates, as applicable, and the Corporation or the
Affiliates, as the case may be, shall be the sole owner of all patents,
copyrights and other rights in connection therewith, including but no limited to
the right to make application for statutory protection. All of the
aforementioned information is hereinafter called "Proprietary Information." By
way of illustration but without limitation, Proprietary Information shall
include all discoveries, structures, inventions, designs, ideas, works of
authorship, copyrightable


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<PAGE>

works, trademarks, copyrights, formulas, data, know-how, show-how, improvements,
inventions, product concepts, techniques, information or statistics contained
in, or relating to, marketing plans, strategies, forecasts, blueprints,
sketches, records, notes, devices, drawings, customer lists, patent
applications, continuation applications, continuation-in-part applications, file
wrapper continuation applications and divisional applications and information
about the Corporation's or the Affiliates' employees and/or consultants
(including, without limitation, the compensation, job responsibility and job
performance of such employees and/or consultants).

      (b) The Executive further agrees that at all times, both during the
Employment Period and after the termination of this Agreement, he will keep in
confidence and trust all Proprietary Information, and he will not use or
disclose any Proprietary Information or anything directly relating to it without
the written consent of the Corporation or the Affiliates, as appropriate, except
as may be necessary in the ordinary course of performing his duties hereunder
and except for academic, non-commercial research purposes with the prior written
approval of the Board of Directors. The Executive acknowledges that the
Proprietary Information constitutes a unique and valuable asset of the
Corporation and each Affiliate acquired at great time and expense, which is
secret and confidential and which will be communicated to the Executive, if at
all, in confidence in the course of his performance of his duties hereunder, and
that any disclosure or other use of the Proprietary Information other than for
the sole benefit of the Corporation or the Affiliates would be wrongful and
could cause irreparable harm to the Corporation or the Affiliates, as the case
may be.

            Notwithstanding the foregoing, the parties agree that, at all such
times, the Executive is free to use (i) information in the public domain not as
a result of a breach of this Agreement, (ii) information lawfully received from
a third party and (iii) the Executive' own skill, knowledge, know-how and
experience to whatever extent and in whatever way he wishes, in each case
consistent with his obligations as the Executive and that, at all times, the
Executive is free to conduct any non-commercial research not relating to the
Corporation's business.

8. DISCLOSURE AND OWNERSHIP OF INVENTIONS

      (a) During the Employment Period, the Executive agrees that he will
promptly disclose to the Corporation, or any persons designated by the
Corporation, all improvements, inventions, designs, ideas, works of authorship,
copyrightable works, discoveries, trademarks, copyrights, trade secrets,
formulas, processes, structures, product concepts, marketing plans, strategies,
customer lists, information about the Corporation's or the Affiliates' employees
and/or consultants (including, without limitation, job performance of such
employees and/or consultants), techniques, blueprints, sketches, records, notes,
devices, drawings, know-how, data, whether or not patentable, patent
applications, continuation applications, continuation-in-part applications, file
wrapper continuation applications and divisional applications, made or conceived
or reduced to practice or learned by him, either alone or jointly with others,
during the Employment Period (all said improvements, inventions, designs, ideas,
works of authorship, copyrightable works, discoveries, trademarks, copyrights,
trade secrets, formulas, processes, structures, product concepts, marketing
plans, manufacturing or other strategies, customer lists, information about the
Corporation's or the Affiliates' employees and/or consultants, techniques,
blueprints, sketches, records, notes, devices, drawings, know-how, data, patent
applications,


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<PAGE>

continuation applications, continuation-in-part applications, file wrapper
continuation applications and divisional applications shall be collectively
hereinafter called "Inventions").

      (b) The Executive agrees that all Inventions shall be the sole property of
the Corporation to the maximum extent permitted by applicable law and to the
extent permitted by law shall be "works made for hire" as that term is defined
in the United States Copyright act (17 USCA, Section 101). The Corporation shall
be the sole owner of all patents, copyrights, trade secret rights, and other
intellectual property or other rights in connection therewith. The Executive
hereby assigns to the Corporation all right, title and interest he may have or
acquire in all Inventions. The Executive further agrees to assist the
Corporation in every possible way (but at the Corporation's expense) to obtain
and from time to time, enforce patents, copyrights or other rights on said
Inventions in any and all countries, and to that end the Executive will execute
all documents necessary:

            (i)   to apply for, obtain and vest in the name of the Corporation
                  alone (unless the Corporation otherwise directs) letters
                  patent, copyrights or other analogous protection in any
                  country throughout the world and when so obtained or vested to
                  renew and restore the same; and

            (ii)  to defend any opposition proceedings in respect of such
                  applications and any opposition proceedings or petitions or
                  applications for revocation of such letters, patent, copyright
                  or other analogous protection.

      (c) The Executive's obligation to assist the Corporation in obtaining and
enforcing patents and copyrights for the Inventions in any and all countries
shall continue beyond the Employment Period, but the Corporation agrees to
compensate the Executive a reasonable rate after the expiration of the
Employment Period for time actually spent by the Executive at the Corporation's
request on such assistance.

9. NON-SOLICITATION

      (a) During the Employment Period, and for 18 months thereafter, Executive
shall not, directly or indirectly, without the prior written consent of the
Corporation (i) solicit or induce any employee of the Corporation or any
Affiliate to leave the employ of the Corporation or any Affiliate or (ii) hire
for any purpose any present or former employee of the Corporation or any
Affiliate.

10. TERMINATION

      (a) The Executive's Employment Period hereunder shall begin on the
Effective Date and shall continue for the period set forth in Section 2 hereof
unless sooner terminated upon the first to occur of the following events:

            (i)   The death of the Executive;

            (ii)  The Disability (as defined below in Section 10(b)) of the
                  Executive;


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<PAGE>

            (iii) Termination by the Board of Directors of the Corporation for
                  "Just Cause", provided that the Corporation shall have given
                  proper notice thereof, and the Executive shall have had at
                  least a thirty (30) day period to cure such "Just Cause." For
                  the Purposes of this Agreement, any of the following actions
                  by the Executive shall constitute "Just Cause":

                  (A)   Material breach by the Executive of Sections 5, 6, 7, 8,
                        or 9 of this Agreement;

                  (B)   Material breach by the Executive of any provision of
                        this Agreement other than Sections 5, 6, 7, 8, or 9
                        which is not cured by the Executive within 30 days of
                        written notice thereof from the Corporation;

                  (C)   Negligent performance by the Executive of his duties as
                        Chief Executive Officer and President of the
                        Corporation, as determined by the Board after notice to
                        the Executive and an opportunity for the Executive to be
                        heard by the Board;

                  (D)   Any misconduct or omission on the part of the Executive
                        intended to cause harm to the Corporation; or

                  (E)   The conviction of the Executive of (i) any felony or
                        (ii) any other crime involving moral turpitude;

            (iv)  Termination by the Executive for "Good Reason." Any of the
                  following actions or omissions by the Corporation shall
                  constitute "Good Reason", provided that the Executive shall
                  have given proper notice thereof, and the Corporation shall
                  have had at least a thirty (30) day period to cure such "Good
                  Reason":

                  (A)   Material breach by the Corporation of any provision of
                        this Agreement which is not cured by the Corporation
                        within 30 days of written notice thereof from the
                        Executive to the Corporation, specifying in reasonable
                        detail the basis for such claimed breach;

                  (B)   The failure of the Corporation to provide the Executive
                        with a position, authority or duties at least equivalent
                        to the most significant position, authority or duties
                        (other than those relating to the Board of Directors or
                        any committee thereof) previously held by the Executive
                        during the Employment Period, or any reduction of the
                        Compensation paid by the Corporation to the Executive or
                        any material reduction of the benefits given by the
                        Corporation to the Executive, unless such reduction is
                        deemed necessary by the Board with the consent of the
                        Executive and is applicable to all Officers of the
                        Corporation, if such circumstance is not remedied


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<PAGE>

                        within (5) business days after written notice from the
                        Executive to the Corporation.

            (v)   A Change of Control which shall be deemed to occur upon either
                  of the following:

                  (A)   The sale by the Corporation of all or substantially all
                        of its assets to any person (as such term is used in
                        Sections 13(d) and 14(d) of the Securities and Exchange
                        Act of 1934), the consolidation of the Corporation with
                        any person, or the merger of the Corporation with any
                        person as a result of which merger the Corporation is no
                        longer the surviving entity, or if the Survivor, the
                        Corporation is owned by a parent company, unless,
                        following such consolidation at least a majority of the
                        members of the Board of Directors of the surviving
                        entity or transferee are members of the Board of
                        Directors of the Corporation at the time of the initial
                        action of the Board of Directors providing for such
                        consolidation, or

                  (B)   The sale or transfer by one or more of the Corporation's
                        shareholders, in one or more transactions, related or
                        unrelated to one or more persons under circumstances
                        whereby any person and its affiliates (as hereafter
                        defined) shall own as a result of such sale or transfer
                        and thereafter, at least one-half of the outstanding
                        shares of the Corporation.

                  Nothing contained in the definition of Change of Control shall
                  limit or restrict the right of the Executive, in his capacity
                  as a member of the Board, from participating in any
                  discussions or voting on any matter referred to in said
                  definition at any meeting of the Board. An "Affiliate" shall
                  mean any person that directly or indirectly through one or
                  more intermediaries, controls, or is controlled by, or under
                  common control with, any other person.

      (b) For purposes hereof, a "Disability" of the Executive shall be deemed
to have occurred in the event (i) the Executive is absent from work or otherwise
substantially unable to assume his normal duties for a period of 30 successive
days or an aggregate of 60 days during any 12-month period because of physical
or mental disability, accident, illness or other cause other than approved
vacation or leave of absence or (ii) the Executive is deemed by a licensed
physician designated by the Corporation and reasonably acceptable to the
Executive to have a permanent disability such that Executive will be unable to
perform his duties under this agreement. The Corporation shall have the right to
have the Executive examined by a competent physician for purposes of determining
his physical or mental incapacity.

      (c) Upon termination by Corporation pursuant to either subparagraphs (i),
(ii), (iii) and (iv) of paragraph (a) above or by Executive other than pursuant
to subparagraph (iv) of paragraph (a) above, the Executive (or his estate in the
event of termination pursuant to


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<PAGE>

subparagraph (ii)), shall be entitled to receive the Base Salary accrued but
unpaid as of the date of termination.

      (d) Upon termination by the Corporation (other than following a Change of
Control) for any reason other than as set forth in subparagraphs (i), (ii) or
(iii) of paragraph (a) above or by the Executive for any reason set forth in
subparagraphs (iv) of paragraph (a) above, then the Corporation shall continue
to pay the Executive, as the Executive's sole damages for such termination, for
the remainder of the Employment Period but no less than one year following such
termination, the Base Salary (at the rate in effect at the date of termination)
which the Executive would have received during the one year period following the
termination of this Agreement had his employment not been so terminated;
provided that on the date of such termination, the Executive shall be paid a
lump sum amount equal to one times the annual Base Salary without set-off for
any salary earned from alternative employment, and that any remaining amounts
payable to the Executive pursuant to this paragraph shall be payable to the
Executive in a lump-sum payment on the first anniversary of the date of such
termination, offset only by any payments that the Executive is then entitled to
earn as salary from alternative employment during the remainder of the
Employment Period after such one year anniversary. In addition, any stock
options granted to the Executive, including, but not limited to Section 3(b),
shall continue to vest according to the provisions of Section 3(b) during such
one year severance period.

      (e) Upon termination, following a Change of Control, by the Corporation
(other than as set forth in subparagraph (i), (ii) or (iii) of paragraph (a)
above) or by the Executive for any reason set forth in subparagraphs (iv) of
paragraph (a) above, then the Corporation shall pay the Executive, as the
Executive's sole damages for such termination, a lump sum payment equal to two
times the Base Salary at the higher of the rate in effect at the date of
termination or the rate in effect on the date of the Change of Control. Such
amount(s) shall not be set-off against amount earned from alternative
employment. In addition, any stock options granted to the Executive, including,
but not limited to Section 3 (b), shall thereupon become immediately vested.

      (f) It shall be condition to the Executive's right to receive the benefits
provided for in paragraphs (d) through (f) of Section 3 above that the Executive
shall have delivered to the Corporation a general release dated as of the date
of termination of the Executive's employment hereunder.

11. INDEMNIFICATION

      The Corporation shall indemnify and hold the Executive harmless to the
fullest extent permitted by the General Corporation Law of the State of
Delaware, as amended from time to time, for all amounts, (including without
limitation, judgements, fines, settlement payments, expenses and attorney's
fees) incurred or paid by the Executive in connection with any action, suit,
investigation or proceeding arising out of or relating to the performance by the
Executive of services for, or acting by the Executive as a director, officer or
employee of, the Corporation or any other person or enterprise at the
Corporation's request, and shall to the fullest extent permitted by the General
Corporation Law of the State of Delaware, as amended from time to time, advance
all expenses incurred or paid by the Executive in connection with, and until
disposition of, any action, suit, investigation or proceeding arising out of or
relating to the


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<PAGE>

performance by the Executive of services for, or acting by the Executive as a
director, officer or employee of, the Corporation or any other person or
enterprise at the Corporation's request.

12. INSURANCE

      If requested by the Corporation, the Executive agrees to cooperate with
the Corporation in obtaining for the Corporation's benefit, at the Corporation's
expense, life insurance on his life. Such cooperation shall include completing
and signing such forms or applications, undergoing physical examinations, and
such other acts as may be required in order to obtain such insurance.

13. NOTICES

      Any notice or other communication under this Agreement shall be in writing
and shall be deemed to have been given: when delivered personally against
receipt therefor; one (1) day after being sent by Federal Express or similar
overnight delivery; or three (3) days after being mailed registered or certified
mail, postage prepaid, return receipt requested, to either party at the address
set forth below, or to such other address as such party shall give by notice
hereunder to the other party.

            If to Corporation:                    If to Executive:

            AVAX Technologies, Inc.               Dr. Jeffrey M. Jonas
            4520 Main Street, Suite 930           5353 Sunset Drive
            Kansas City, MO 64111                 Kansas City, MO  64112

14. SEVERABILITY OF PROVISIONS

            If any provision of this Agreement shall be declared by a court of
competent jurisdiction to be invalid, illegal or incapable of being enforced in
whole or in part, the remaining conditions and provisions or portions thereof
shall nevertheless remain in full force and effect and enforceable to the extent
they are valid, legal and enforceable, and no provision shall be deemed
dependent upon any other covenant or provision unless so expressed herein.

15. ENTIRE AGREEMENT; MODIFICATION

      (a) This Agreement and the agreements and instruments referenced in
Section 3(b) hereof contain the entire agreement of the parties relating to the
subject matter hereof and supersede in their entirety the Employment Letter
Agreements, and the parties hereto have made no agreements, representations or
warranties relating to the subject matter of this Agreement which are not set
forth herein or in the agreements and instruments referenced in said Section
3(b). No modification of this Agreement shall be valid unless made in writing
and signed by the parties hereto.

      (b) The Executive acknowledges that any cash and non-cash compensation
received by him prior to the execution of this Agreement shall be applied to the
obligations of the Corporation hereunder and that the execution of this
Agreement after the Effective Date is not


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<PAGE>

intended to entitle the Executive to any greater compensation than was
originally set forth in the Employment Letter Agreements.

16. BINDING EFFECT

      The rights, benefits, duties and obligations under this Agreement shall
inure to, and be binding upon, the Corporation, its successors and assigns, and
upon the Executive and his legal representatives. This Agreement constitutes a
personal service agreement, and the performance of the Executive's obligations
hereunder may not be transferred or assigned by the Executive.

17. NON-WAIVER

      The failure of either party to insist upon the strict performance of any
of the terms, conditions and provisions of this Agreement shall not be construed
as a waiver or relinquishment of future compliance therewith, and said terms,
conditions and provisions shall remain in full force and effect. No waiver of
any term or condition of this Agreement on the part of either party shall be
effective for any purpose whatsoever unless such waiver is in writing and signed
by such party.

18. REMEDIES FOR BREACH

      The Executive understands and agrees that any breach of Sections 5, 6, 7,
8 and 9 of this Agreement by the Executive could cause irreparable damage to the
Corporation and to the Affiliates, and that monetary damages alone would not be
adequate and, in the event of such breach, the Corporation shall have, in
addition to any and all remedies of law, the right to an injunction, specific
performance or other equitable relief to prevent or redress the violation of the
Executive's obligations under such Sections.

19. GOVERNING LAW

      This Agreement shall be governed by, and construed and interpreted in
accordance with, the laws of the State of Delaware without regard to principles
of conflict of laws.

20. HEADINGS

      The headings of paragraphs are inserted for convenience and shall not
affect any interpretation of this Agreement.


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<PAGE>

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

                                       /s/ Jeffrey M. Jonas
                                       -----------------------------------------
                                       Jeffrey M. Jonas


                                       AVAX TECHNOLOGIES, INC.


                                       By: /s/ John K. A. Prendergast, Ph.D.
                                           -------------------------------------
                                           Name:  John K. A. Prendergast, Ph.D.
                                           Title: Director


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<PAGE>

                                    Exhibit I

    Some Criteria for Assessment of Chief Executive Officer Performance Bonus

            Coverage of the Company by Analysts

            National Market Listing

            Corporate Alliances

            Revenues

            Global Business Strategy in place

            Regulatory Approval of Product

            Significant fund-raising with institutional investors


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<PAGE>

                                   Exhibit II

                          Jonas Incentive Stock Options

Shares            Issue             Price                     Expiration

318,872           6/1/96            1.000                     06/01/03

150,000           7/10/97           4.500                     07/10/04

120,000           10/07/98          1.250                     10/07/05


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