Exhibit 10.3 to AVAX Technologies, Inc. Form 8-K dated April 7, 2005






Exhibit 10.3  



THE WARRANT REPRESENTED BY THIS
CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE. NEITHER THE WARRANT
NOR SUCH SECURITIES MAY BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT
SUCH REGISTRATION, EXCEPT UPON DELIVERY TO THE COMPANY OF SUCH EVIDENCE AS MAY BE
SATISFACTORY TO COUNSEL FOR THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER IS NOT IN
VIOLATION OF THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR
REGULATION PROMULGATED THEREUNDER. 



AVAX TECHNOLOGIES, INC. 



Warrant for the Purchase
of Shares of Common
Stock
Series 2005B  



	Dated: April
5, 2005 	Delaware,
U.S.A. 






No.: 



Holder:
__________________________________  



Holder’s Address:
_________________________  




        FOR
VALUE RECEIVED, AVAX TECHNOLOGIES, INC., a Delaware corporation (the
“Company”), hereby certifies that the above-named holder (the
“Holder”), its designee or its permitted assigns is entitled to purchase
from the Company, at any time or from time to time commencing on the date hereof and prior
to 5:00 P.M., New York City time, on April 5, 2010, up to
_______________________ (________) fully paid and non-assessable shares of common stock
(subject to adjustment), $.004 par value per share, of the Company for $0.48 per
share (subject to adjustment) at an aggregate purchase price of $____________. This
Warrant, all similar Warrants issued by the Company pursuant to the Securities Purchase
Agreement dated as of April 5, 2005 (the “Securities Purchase
Agreement”), and all Warrants hereafter issued in exchange or substitution for
this Warrant or similar Warrants are referred to as the “Warrants;”
common stock, $.004 par value per share, of the Company, is referred to as the
“Common Stock;” the shares of the Common Stock purchasable hereunder are
referred to as the “Warrant Shares;” the aggregate purchase price payable
for the Warrant Shares purchasable hereunder is referred to as the “Aggregate
Warrant Price;” the price payable (initially $0.48 per share, subject to
adjustment) for each of the Warrant Shares is referred to as the “Per Share
Warrant Price;” and the holder of this Warrant is referred to as the
“Holder.” The Aggregate Warrant Price is not subject to adjustment. 



         1.       
          Exercise of Warrant. (a) This Warrant may be exercised in
          whole at any time, or in part from time to time, commencing on the date hereof
          and prior to 5:00 P.M., New York City time, on April 5, 2010, by the Holder
          by the surrender of this Warrant (with the subscription form at the end hereof
          duly executed) at the address set forth in Section 10(a), together with
          proper payment of the Aggregate





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Warrant Price, or the proportionate
part thereof if this Warrant is exercised in part, with payment for the Warrant
Shares made by certified or official bank check payable to the order of the
Company.  



         (b)       
          If this Warrant is exercised in part, this Warrant must be exercised for a
          number of whole shares of the Common Stock, and the Holder is entitled to
          receive a new Warrant covering the Warrant Shares that have not been exercised
          and setting forth the proportionate part of the Aggregate Warrant Price
          applicable to such Warrant Shares. 



         (c)       
          Upon surrender of this Warrant, the Company will (i) issue a certificate or
          certificates in the name of the Holder for the number of whole shares of the
          Common Stock to which the Holder is entitled and, if this Warrant is exercised
          in whole, in lieu of any fractional share of the Common Stock to which the
          Holder may be entitled, pay to the Holder cash in an amount equal to the fair
          value of the fractional share (determined in such reasonable manner as the Board
          of Directors of the Company determines), and (ii) to the extent applicable,
          deliver the other securities and properties receivable upon the exercise of this
          Warrant, or the proportionate part thereof if this Warrant is exercised in part,
          pursuant to the provisions of this Warrant. 



         2.       
          Reservation of Warrant Shares; Listing. The Company agrees that,
          prior to the expiration of this Warrant, the Company shall at all times (i) have
          authorized and in reserve, and shall keep available, solely for issuance and
          delivery upon the exercise of this Warrant, the shares of the Common Stock and
          other securities and properties as from time to time shall be receivable upon
          the exercise of this Warrant, free and clear of all restrictions on sale or
          transfer, other than under Federal or state securities laws, and free and clear
          of all preemptive rights and rights of first refusal and (ii) use its best
          efforts to keep the Warrant Shares authorized for listing on the Nasdaq National
          Market, the Nasdaq SmallCap Market or any national securities exchange on which
          the Company’s Common Stock is traded. 



         3.       
          Protection Against Dilution. (a) If the Company hereafter
          (i) pays a dividend or makes a distribution on its Common Stock in shares of
          Common Stock, (ii) subdivides its outstanding shares of Common Stock into a
          greater number of shares, (iii) combines its outstanding shares of Common Stock
          into a smaller number of shares or (iv) issues by reclassification of its Common
          Stock any shares of capital stock of the Company, then (x) the Per Share Warrant
          Price (but not the Aggregate Warrant Price) and (y) the number of Warrant Shares
          issuable hereunder (collectively the “Exercise Terms”) shall be
          adjusted so that the Holder upon the exercise hereof will be entitled to receive
          the number of shares of Common Stock or other capital stock of the Company that
          the Holder would have owned immediately following such action had the Warrant
          been exercised immediately prior thereto. An adjustment made pursuant to this
          Section 3(a) will become effective immediately after the record date in
          the case of a dividend or distribution and will become effective immediately
          after the effective date in the case of a subdivision, combination or
          reclassification. If the Board of Directors of the Company declares any dividend
          or distribution or resolve to take any action referred to in this Section 3(a), it shall provide written notice thereof to the Holders not less than
          10 days prior to the record date fixed for determining the stockholders entitled
          to participate therein. 



         (b)       
          In the case of any capital reorganization or reclassification, or any
          consolidation or merger to which the Company is a party, other than a merger or
          consolidation in which the Company is the continuing corporation, or in the case
          of any sale or conveyance to another entity of the property of the Company as an
          entirety or substantially as an entirety, or in the case of any statutory
          exchange of securities with another corporation (including any exchange effected
          in connection with a merger of a third corporation into the Company), the Holder
          will have the right thereafter to receive on the exercise of the Warrant the
          kind and amount of securities, cash or other property that the Holder would have
          owned or have been entitled to receive immediately after such reorganization,
          reclassification, consolidation, merger, statutory exchange, sale or conveyance
          had the Warrant been exercised immediately prior to the





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effective date of the
 reorganization, reclassification consolidation, merger, statutory exchange,
sale or conveyance and in any such case, if necessary, appropriate adjustment
shall be made in the application of the provisions set forth in this Section
3   with respect to the rights and interests thereafter of the Holder to the
end           that the provisions set forth in this Section 3 shall thereafter
          correspondingly be made applicable, as nearly as may reasonably be, in relation
          to any shares of stock or other securities thereafter deliverable on the
          exercise of the Warrant. Notice of any such reorganization, reclassification,
          consolidation, merger, exchange, sale or conveyance shall be mailed to the
          Holders not less than 30 days prior to such event. The above provisions of this
Section 3(b) shall similarly apply to successive reorganizations,
          reclassifications, consolidations, mergers, statutory exchanges, sales or
          conveyances. The Company shall require the issuer of any shares of stock or
          other securities or property thereafter deliverable on the exercise of the
          Warrants to be responsible for all of the agreements and obligations of the
          Company hereunder.  



         (c)       
          If the Company issues rights, options, warrants or convertible securities to all
          holders of its Common Stock, without any charge to or consideration from such
          holders, entitling them to subscribe for or purchase Common Stock at a price per
          share that is lower at the record date mentioned below than the closing bid
          price (as defined below) for the trading day immediately prior to such record
          date (the “Current Market Price”), then the Per Share Warrant
          Price shall be determined by multiplying the Per Share Warrant Price then in
          effect by a fraction, of which the numerator is the number of shares of Common
          Stock outstanding immediately prior to the issuance of such rights, options,
          warrants or convertible securities plus the number of additional shares of
          Common Stock offered for subscription or purchase, and of which the denominator
          is the number of shares of Common Stock outstanding immediately prior to the
          issuance of such rights, options, warrants or convertible securities plus the
          number of shares which the aggregate offering price of the total number of
          shares offered would purchase at such Current Market Price. Such adjustment
          shall be made whenever such rights, options, warrants or convertible securities
          are issued, and shall become effective immediately and retroactive to the record
          date for the determination of stockholders entitled to receive such rights,
          options, warrants or convertible securities. 



        The
“closing bid price” for each trading day shall be the reported closing bid price
on the NASDAQ SmallCap Market or the NASDAQ National Market System (“NMS”) (such
markets are collectively referred to as “NASDAQ”) or, if the Common Stock is not
quoted on NASDAQ, on the principal national securities exchange on which common stock is
listed or admitted to trading (based on the aggregate dollar value of all securities
listed or admitted to trading) or, if not listed or admitted to trading on any national
securities exchange or quoted on NASDAQ, the closing bid price in the over-the-counter
market as furnished by any NASD member firm selected from time to time by the Company for
that purpose, or, if such prices are not available, the fair market value set by, or in a
manner established by, the Board of Directors of the Company in good faith. “Trading
day” shall mean a day on which the national securities exchange or NASDAQ used to
determine the closing bid price is open for the transaction of business or the reporting
of trades or, if the closing bid price is not so determined, a day on which NASDAQ is open
for the transaction of business. 



         (d)       
          If the Company distributes (other than a distribution in liquidation of the
          Company) to all holders of its Common Stock, without any charge to or
          consideration from such holder, evidences of its indebtedness or assets
          (excluding cash dividends or distributions out of earnings), then in each case
          the Company shall simultaneously distribute such evidences of its indebtedness
          or assets pro rata to the Holders of Warrants on the record date or date of
          effectiveness, as the case may be, fixed for determining the holders of Common
          Stock entitled to participate in such distribution in an amount equal to the
          amount that such Holders would have been entitled to receive had their Warrants
          been exercised for shares of Common Stock immediately prior to the time for
          determination of the holders of Common Stock entitled to participate in that
          distribution. 





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         (e)       
          No adjustments in the Exercise Terms shall be required: 



		    (i)       Unless
such adjustment would require an increase or decrease of at least $0.01
               per share of Common Stock; provided, however, that any
adjustments                that by reason of this Section 3(e)(i) are not required
to be made shall                be carried forward and cumulated with amounts in any
subsequent adjustment, and provided, further, however, that
adjustments shall be                required and made in accordance with the provisions
of this Section 3               (other than this Section 3(e)(i)) not later
than such time as may be                required in order to preserve the tax-free nature
of a distribution to the                Holder of this Warrant or Common Stock issuable
upon the exercise hereof. All                calculations that shall be required pursuant
to this Section 3 shall be                made to the nearest cent or to the
nearest one-hundredth of a share, as the case                may be. Anything in this Section
3 to the contrary notwithstanding, the                Company shall be entitled to
make such adjustments to the Exercise Terms, in                addition to those required
by this Section 3 as it in its discretion                shall deem to be
advisable in order that any stock dividend, subdivision of                shares or
distribution of rights to purchase stock or securities convertible or
               exchangeable for stock hereafter made by the Company to its stockholders
is not                taxable.  







          		    (ii)       
               If the Company issues shares of Common Stock pursuant to (a) the exercise of any
               warrants (or warrants or options to acquire any shares of convertible preferred
               stock) of the Company outstanding on the date hereof, (b) the exercise of the
               Warrants, or a portion thereof, (c) the conversion of shares of any series of
               convertible preferred stock of the Company outstanding on the date hereof or (d)
               the exercise of any stock options or warrants currently outstanding or issued
               after the date hereof pursuant to any Company benefit plan or compensation
               arrangement. 



               



         (f)       
          Whenever the conversion rate is adjusted as provided in any provision of this
          Section 3: 



		    (i)       the
Company shall compute the adjusted Exercise Terms in accordance with this Section 3 and
shall prepare a certificate signed by the principal                financial officer of
the Company setting forth the adjusted conversion rate and                showing in
reasonable detail the facts upon which such adjustment is based, and                such
certificate shall forthwith be filed with the registrar of the Warrant; and  







		    (ii)       the
Company shall mail as soon as practicable after an adjustment is required a
               notice stating that the Exercise Terms have been adjusted and setting
forth the                adjusted Exercise Terms to all record Holders of this Warrant at
its address as                it appears in the records of the Company.  







         4.       
          Fully Paid Stock; Taxes. The shares of the Common Stock
          represented by each certificate for Warrant Shares delivered on the exercise of
          this Warrant shall at the time of such delivery, be duly authorized, validly
          issued and outstanding, fully paid and nonassessable, and not subject to
          preemptive rights or rights of first refusal, and the Company will take all such
          actions as may be necessary to assure that the par value, if any, per share of
          the Common Stock is at all times equal to or less than the then Per Share
          Warrant Price. The Company shall pay all documentary, stamp or similar taxes and
          other similar governmental charges that may be imposed with respect to the
          issuance or delivery of any shares of Common Stock upon exercise of the Warrant
          (other than income taxes); provided, however, that if the shares of Common Stock
          are to be delivered in a name other than the name of the Holder, no such
          delivery shall be made unless the person requesting the same has paid to the
          Company the amount of transfer taxes or charges incident thereto, if any. 





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         5.       
          Redemption at Company’s Election. The Company may at its
          option, by at least seven days’ prior written notice to the Holder (the
          “Redemption Notice”), redeem this Warrant, in whole or in part,
          at any time on or after April 5, 2006, provided that (i) the closing bid price,
          as defined in Section 3(c), for 20 consecutive trading days is equal to
          or greater than 300% of the then applicable Per Share Warrant Price (or
          initially, $1.44 per share), (ii) either (A) all of the Warrant Shares
          underlying this Warrant to be redeemed are then registered under an effective
          registration statement or (B) may be sold pursuant to Rule 144 during a
          three-month period without registration under the Securities Act, (iii)
          sufficient shares of Common Stock of the Company are authorized and reserved for
          issuance upon the full exercise of this Warrant, and (iv) all of the Warrant
          Shares issuable upon exercise of this Warrant are then listed on every stock
          exchange, market or bulletin board on which any Common Stock of the Company is
          then listed. The Redemption Notice shall set forth a date, not less than seven
          days after the date of the Redemption Notice, on which the redemption of this
          Warrant shall occur (the “Redemption Date”). On the Redemption
          Date, (i) the Company shall pay the Holder by certified check an amount equal to
          the product of (x) $0.004 multiplied by (y) the number of Warrant Shares so
          redeemed; and (ii) the Holder shall deliver the original copy of this Warrant
          marked “REDEEMED” to the Company. If the Company redeems this Warrant
          in part, the Company shall, on the Redemption Date, provided the Holder shall
          have delivered the original Warrant marked “REDEEMED” to the Company,
          deliver to the Holder a new Warrant evidencing the rights of the Holder to
          purchase the remaining shares of Common Stock subject to this Warrant, which new
          Warrant shall in all other respects be identical with this Warrant. Nothing in
          this Section 5 shall prevent the exercise of the Warrants at any time
          prior to the Redemption Date. 



         6.       
          Registration Under Securities Act of 1933. The Holder shall
          have the right to participate in the registration rights described in the
          Securities Purchase Agreement. By acceptance of this Warrant, the Holder agrees
          to comply with the registration right provisions of the Note Purchase Agreement
          to the same extent as if it were a party thereto. 



         7.       
          Investment Intent; Limited Transferability. (a) The Holder
          represents, by accepting this Warrant, that it understands that this Warrant and
          any securities obtainable upon exercise of this Warrant have not been registered
          for sale under Federal or state securities laws and are being offered and sold
          to the Holder pursuant to one or more exemptions from the registration
          requirements of such securities laws. In the absence of an effective
          registration of such securities or an exemption therefrom, any certificates for
          such securities shall bear the legend set forth on the first page hereof. The
          Holder understands that it must bear the economic risk of its investment in this
          Warrant and any securities obtainable upon exercise of this Warrant for an
          indefinite period of time, as this Warrant and such securities have not been
          registered under Federal or state securities laws and therefore cannot be sold
          unless subsequently registered under such laws, unless an exemption from such
          registration is available. 



         (b)       
          The Holder, by its acceptance of this Warrant, represents to the Company that it
          is acquiring this Warrant and will acquire any securities obtainable upon
          exercise of this Warrant for its own account, or for the account of its
          customers, each of whom is an “accredited investor,” for investment
          and not with a view to, or for sale in connection with, any distribution thereof
          in violation of the Act. The Holder agrees that this Warrant and any such
          securities will not be sold or otherwise transferred unless (i) a registration
          statement with respect to such transfer is effective under the Act and any
          applicable state securities laws or (ii) such sale or transfer is made pursuant
          to one or more exemptions from the Act. 



         (c)       
          This Warrant may not be sold, transferred, assigned or hypothecated by the
          Holder except in compliance with the provisions of the Act and the applicable
          state securities “blue sky” laws, and is transferable only upon the
          books of the Company, which it shall cause to be maintained for such purpose.
          The Company may treat the registered Holder of this Warrant as he, she or it
          appears on the Company’s books at any time as the Holder for all purposes.
          The Company shall permit any Holder of a Warrant or his duly authorized
          attorney, upon written request during ordinary business hours, to inspect and
          copy or





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make extracts from its books showing
the registered holders of Warrants.           All Warrants issued upon the transfer or
assignment of this Warrant will be           dated the same date as this Warrant, and all
rights of the holder thereof shall           be identical to those of the Holder.  



         8.       
          Loss, etc., of Warrant. Upon receipt of evidence
          satisfactory to the Company of the loss, theft, destruction or mutilation of
          this Warrant, and of indemnity reasonably satisfactory to the Company, if lost,
          stolen or destroyed, and upon surrender and cancellation of this Warrant, if
          mutilated, the Company shall execute and deliver to the Holder a new Warrant of
          like date, tenor and denomination. 



         9.       
          Warrant Holder Not Stockholder. This Warrant does not
          confer upon the Holder any right to vote on or consent to or receive notice as a
          stockholder of the Company, as such, in respect of any matters whatsoever, nor
          any other rights or liabilities as a stockholder, prior to the exercise hereof;
          this Warrant does, however, require certain notices to Holders as set forth
          herein. 



         10.       
          Communication. Any notice or other communication shall be
          effective and shall be deemed to have been given if, the same is in writing and
          is mailed by first-class mail, postage prepaid, addressed to: 



         (a)       
          the Company at AVAX Technologies, Inc., 2000 Hamilton Street, Suite 204,
          Philadelphia, Pennsylvania 19130, Attn: President, or such other address as the
          Company has designated in writing to the Holder, or 



         (b)       
          the Holder at the address set forth on the cover page of this Warrant, or such
          other address as the Holder has designated in writing to the Company. 



         11.       
          Headings. The headings of this Warrant have been inserted
          as a matter of convenience and shall not affect the construction hereof. 



         12.       
          Applicable Law. This Warrant shall be governed by and
          construed in accordance with the laws of the State of Delaware without giving
          effect to the principles of conflicts of law thereof. 



[Remainder of this page
intentionally left blank]  





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         13.       
          Amendment, Waiver, etc. Except as expressly provided
          herein, neither this Warrant nor any term hereof may be amended, waived,
          discharged or terminated other than by a written instrument signed by the party
          against whom enforcement of any such amendment, waiver, discharge or termination
          is sought; provided, however, that any provisions hereof may be amended, waived,
          discharged or terminated upon the written consent of the Company and the Holder. 



    IN WITNESS
WHEREOF, the Company has caused this Warrant to be signed by its President as of the
date first above written.  



		
		AVAX TECHNOLOGIES, INC.

By:____________________________

Name:    Richard P. Rainey
Title:      President







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EXERCISE OF WARRANT 



        The
undersigned, __________________________________, pursuant to the provisions of the
foregoing Warrant, hereby elects to purchase ____________________ shares of the Common
Stock, par value $.004 per share, of AVAX Technologies, Inc. covered by said Warrant, and
makes payment therefor in full at the Per Share Warrant Price provided in the Warrant. 



	 	 	 	 	 	 
	Dated:  ____________________ 	 	Signature:  ___________________________
	 
	 	 	Address:  ____________________________










ASSIGNMENT 



        FOR
VALUE RECEIVED, ______________________________ hereby sells, assigns and transfers
unto ___________________________________ the foregoing Warrant and all rights evidenced
thereby, and does irrevocably constitute and appoint ____________________________________,
attorney, to transfer said Warrant on the books of AVAX Technologies, Inc. 


	 	 	 	 	 	 
	Dated:  ____________________ 	 	Signature:  ___________________________
	 
	 	 	Address:  ____________________________









PARTIAL ASSIGNMENT 



        FOR
VALUE RECEIVED, ______________________________ hereby assigns and transfers unto
___________________________________ the right to purchase _______ shares of Common Stock,
par value $.004 per share, of AVAX Technologies, Inc. covered by the foregoing Warrant,
and a proportionate part of said Warrant and the rights evidenced thereby, and does
irrevocably constitute and appoint ___________________________________, attorney, to
transfer such part of said Warrant on the books of the Company. 


	 	 	 	 	 	 
	Dated:  ____________________ 	 	Signature:  ___________________________
	 
	 	 	Address:  ____________________________









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