COMMON STOCK AND WARRANT PURCHASE AGREEMENT

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

1.    SUBSCRIPTION.

      (a) SHARES OF COMMON STOCK. On the terms and subject to the conditions set
forth in this  Agreement,  at the Closing (as defined  below),  the Company will
sell and each Investor  will purchase the number of shares of Common Stock,  par
value $0.001 per share, of the Company  ("COMMON STOCK") set forth opposite such
Investor's name on Schedule 1 hereto at a purchase price of $1.50 per share (the
"SHARE PRICE"). For purposes of this Agreement,  the term "SHARES" refers to the
shares of Common Stock purchased by the Investors pursuant to this Agreement.

      (b) WARRANTS.  In consideration  of each Investor's  purchase of shares of
Common Stock  pursuant to this  Agreement,  the Company shall also issue to each
Investor (i) a warrant,  in the form of Exhibit A-1 hereto, to purchase a number
of shares of Common  Stock equal to the product of (x) 30% and (y) the number of
Shares purchased by such Investor (an "A-1 WARRANT") and (ii) a warrant,  in the
form of Exhibit A-2 hereto, to purchase a number of shares of Common Stock equal
to the  product  of (x) 20%  and (y) the  number  of  Shares  purchased  by such
Investor (an "A-2 WARRANT").  The A-1 Warrants and A-2 Warrants  issuable to the
Investors pursuant to this Agreement are collectively  referred to herein as the
"WARRANTS."

2.    CLOSING; CONDITIONS TO CLOSING.

      (a)  CLOSING.  The closing of the  purchase and sale of the Shares and the
issuance  of the  Warrants  (the  "CLOSING")  will  take  place as  promptly  as
practicable,  but no later than five business days after  satisfaction or waiver
of all of the  conditions  set forth in Sections  2(c) and (d) (other than those
conditions  which by their  terms are not to be  satisfied  or waived  until the
Closing), at the offices of Wiggin and Dana LLP ("WIGGIN"), 400 Atlantic Street,
Stamford, Connecticut 06901. The date on which the Closing occurs is referred to
herein as the "CLOSING DATE."

      (b) DELIVERY OF PURCHASE PRICE. Each Investor shall deliver or cause to be
delivered  by wire  transfer of  immediately  available  funds an amount in cash
equal to the  aggregate  Share Price  payable by such Investor at the Closing to
Wiggin, counsel to SDS Management,  LLC, an affiliate of an Investor ("SDS"), to
be held and  distributed  by  Wiggin  pursuant  to terms of the  Closing  Escrow
Agreement in the form of Exhibit B hereto (the "ESCROW AGREEMENT").

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


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      (i)  The  Company  shall  deliver or cause to be  delivered  to each of
      the Investors the following:

            (1)  Evidence  of  delivery  to  the  Company's  transfer  agent  of
      irrevocable  instructions to issue  certificates  evidencing the aggregate
      number of Shares to be purchased by such  Investor  registered in the name
      of such Investor,  in such denominations as is indicated on Schedule 1 for
      such Investor;

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

            (3)  One or  more  Warrants,  each  registered  in the  name of such
      Investor,  in such  denominations  as is  indicated on Schedule 1 for such
      Investor executed by the Company;

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

            (5) A wire transfer representing SDS's reasonable,  documented legal
      fees and other expenses as described in Section 10(l) hereof.

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

            (7) The Escrow Agreement executed by the Company.

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

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

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

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


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      (iv)  Each  Investor  shall have deposited in escrow with Wiggin  pursuant
      to the Escrow  Agreement an amount  equal to the aggregate Share Price for
      the Shares and Warrants purchased by such Investor by  wire transfer or by
      such other form of payment as may be  mutually agreed  upon by the Company
      and such Investor;

      (v)   Wiggin  shall  have  executed  and  delivered  to  the  Company  the
      Escrow Agreement; and

      (vi)  Burnham  Hill  Partners  (a  division  of Pali  Capital  Inc.)  (the
      "PLACEMENT  AGENT")  shall have  delivered  a  certificate,  executed by a
      managing  director  of the  Placement  Agent,  dated  as of  the  Closing,
      certifying  the amounts  deposited  in escrow with Wiggin  pursuant to the
      Escrow  Agreement and the names of the Investors  that have deposited such
      amounts in escrow with Wiggin.

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

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

      (b) CORPORATE  AUTHORIZATION.  The execution,  delivery and performance by
the Company of this Agreement,  the Registration Rights Agreement, the Warrants,
the Escrow  Agreement  and each of the other  documents  executed by the Company
pursuant  to  and  in  connection   with  this  Agreement   (collectively,   the
"TRANSACTION AGREEMENTS"), and the consummation of the transactions contemplated
hereby and thereby (including,  but not limited to, the sale and delivery of the


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Shares and the Warrants and the  subsequent  issuance of the Warrant Shares upon
exercise of the Warrants) (the "TRANSACTIONS") have been duly authorized, and no
additional corporate or stockholder action is required for the approval thereof.
The shares  issuable upon  exercise of the Warrants (the "WARRANT  SHARES") have
been duly reserved for issuance by the Company. The Transaction  Agreements have
been or, to the extent  contemplated  hereby or by the  Transaction  Agreements,
will be duly executed and delivered and constitute the legal,  valid and binding
agreement of the Company,  enforceable  against the Company in  accordance  with
their terms, except as may be limited by bankruptcy, reorganization, insolvency,
moratorium and similar laws of general application  relating to or affecting the
enforcement  of  rights  of  creditors,  and  except  as  enforceability  of its
obligations hereunder are subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).

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

      (d) SEC DOCUMENTS.  The Company is obligated under the Securities Exchange
Act of 1934,  as amended  (the  "EXCHANGE  ACT"),  to file  reports  pursuant to
Sections 13 or 15(d)  thereof (all such reports filed or required to be filed by
the Company with the  Securities  and Exchange  Commission  (the  "COMMISSION"),
including all exhibits  thereto or  incorporated  therein by reference,  and all
documents filed by the Company under the Securities Act,  hereinafter called the
"SEC DOCUMENTS").  Since December 31, 2002, the Company has timely filed all SEC
Documents  required to be filed under the Exchange Act. All SEC Documents  filed
on or after  October 31,  2000 (i) were  prepared  in all  material  respects in
accordance  with the  requirements  of the  Exchange Act and (ii) did not at the
time they were filed (or,  if amended  or  superseded  by a filing  prior to the
Agreement Date, then on the date of such filing) contain any untrue statement of
a material fact or omit to state a material  fact required to be stated  therein
or  necessary  in  order  to  make  the  statements  therein,  in  light  of the
circumstances under which they were made, not misleading. A correct and complete
copy of each of the SEC Documents for any period ending on or after December 31,
2002 (the "RECENT  REPORTS")  are  currently  available to each  Investor at the
Commission's             main            public            website            at
http://www.sec.gov/cgi-bin/browse-edgar?company=adventrx+pharma&CIK=&
filenum=&State=&SIC=&owner=include&action=getcompany.  None  of the  information
about the Company or any of its  Subsidiaries  which has been  disclosed  to the
Investors herein or in the course of discussions and  negotiations  with respect
hereto which is not disclosed in the Recent  Reports is or was required to be so
disclosed.


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<PAGE>


      (e)  FINANCIAL  STATEMENTS.  Each of the  Company's  audited  consolidated
balance  sheet and related  consolidated  statements  of income,  cash flows and
changes in stockholders'  equity (including the related notes) as of and for the
years ended  December 31, 2003 and December 31, 2002, as contained in the Recent
Reports (both of (i) and (ii),  collectively,  the "FINANCIAL  STATEMENTS")  (x)
present  fairly in all material  respects the financial  position of the Company
and its  Subsidiaries  on a  consolidated  basis as of the dates thereof and the
results of operations, cash flows and stockholders' equity as of and for each of
the periods then ended and (y) were  prepared in  accordance  with United States
generally accepted accounting  principals ("GAAP") applied on a consistent basis
throughout the periods involved,  in each case, except as otherwise indicated in
the notes thereto.

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

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

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

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


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<PAGE>


unpaid on the capital  stock of the  Company.  All taxes  required to be paid by
Company in  connection  with the  issuance and any  transfers  of the  Company's
capital  stock have been paid.  All  permits or  authorizations  required  to be
obtained from or registrations required to be effected with any person or entity
in  connection  with any and all  issuances  of  securities  of the Company from
October 31, 2000 to the Agreement  Date have been obtained or effected,  and all
securities of the Company have been issued and are held in  accordance  with the
provisions  of all  applicable  securities  or other laws.  A true and  complete
capitalization  table of the  Company as of the  Agreement  Date is set forth in
Schedule  3(i).  No  shares of  capital  stock of the  Company  are  subject  to
preemptive rights or any other similar rights of the stockholders of the Company
or any liens or  encumbrances  imposed  through the actions or failure to act of
the Company.  Except as disclosed in Schedule  3(i), as of the effective date of
this Agreement, (i) there are no outstanding options, warrants, scrip, rights to
subscribe for, puts, calls, rights of first refusal, agreements, understandings,
claims or other commitments or rights of any character  whatsoever  relating to,
or  securities  or rights  convertible  into or  exchangeable  for any shares of
capital  stock of the Company,  or  arrangements  by which the Company is or may
become bound to issue  additional  shares of capital stock of the Company,  (ii)
there are no agreements or arrangements  under which the Company is obligated to
register the sale of any of its or their securities under the 1933 Act and (iii)
there are no  anti-dilution  or price  adjustment  provisions  contained  in any
security issued by the Company (or in any agreement providing rights to security
holders)  that will be  triggered  by the  issuance of the  Shares,  Warrants or
Warrant  Shares  (including  the issuance of the Warrant Shares upon exercise of
the Warrants).

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

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

      (l) SECURITIES LAWS. Neither the Company nor any agent acting on behalf of
the Company has taken any action which might cause this  Agreement or the Shares
or Warrants to violate the  Securities  Act or the  Exchange Act or any rules or
regulations promulgated  thereunder,  as in effect on the Closing Date. Assuming
that all of the  representations  and  warranties  of the Investors set forth in
Section 4 are true and correct,  the offer,  sale and issuance of the Shares and
Warrants  in  conformity  with the terms of this  Agreement  are exempt from the
registration  requirements  of  Section  5 of the  Securities  Act and  from the
qualification or registration requirements of applicable "blue sky" laws.


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

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

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

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

      (q) BENEFICIAL  HOLDINGS OF BURNHAM HILL  PARTNERS.  Burnham Hill Partners
("BHP"), a division of Pali Capital, Inc. and the Company's placement agent with
respect to the purchase and sale of the Shares and the issuance of the Warrants,
has advised the Company that certain  employees of BHP and their family  members
(acting  separately and not as a group) own approximately 12% of the outstanding
shares of Common Stock as of the Agreement Date and without giving effect to the
purchase and sale of the Shares.

4.    REPRESENTATIONS  AND WARRANTIES  OF  THE  INVESTOR.   Each  Investor,  for
itself only,  hereby severally  and not jointly,  represents and warrants to the
Company as follows:

      (a) EXEMPT  TRANSACTION;  UNREGISTERED  SHARES AND WARRANTS.  The Investor
understands  that the Shares and Warrants are being offered and sold in reliance
on one or more  exemptions from  registration  provided for under the Securities


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<PAGE>


Act, and that the Company's  reliance upon such  exemptions  is  predicated,  in
part,  upon the  Investor's  representations  and  warranties  set forth in this
Agreement.  The  Investor  acknowledges  that it is  purchasing  the  Shares and
Warrants  without  being  offered  or  furnished  any  offering   literature  or
prospectus.  The  Investor  understands  that  neither the  Commission,  nor any
governmental  agency charged with the  administration  of the securities laws of
any jurisdiction nor any other  governmental  agency has passed upon or reviewed
the merits or  qualifications  of, or recommended or approved the offer and sale
of the Shares and Warrants pursuant to the terms of this Agreement.

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

      (c)  KNOWLEDGE  AND  EXPERIENCE.  The Investor (i) has such  knowledge and
experience in financial and business  matters as to be capable of evaluating the
merits  and risks of the  Investor's  prospective  investment  in the Shares and
Warrants;  (ii) has the  ability to bear the  economic  risks of the  Investor's
prospective investment; (iii) has been furnished with and has had access to such
information as the Investor has considered  necessary to make a determination as
to the  purchase  of the  Shares  and  Warrants  together  with such  additional
information as is necessary to verify the accuracy of the information  supplied;
and  (iv)  has  had  all  questions  which  have  been  asked  by  the  Investor
satisfactorily answered by the Company.

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

      (e) NO  OBLIGATION  TO REGISTER.  The Investor  further  acknowledges  and
understands that, except as provided in the Registration  Rights Agreement,  the
Company is under no  obligation  to  register  the  Shares,  Warrants or Warrant
Shares.  The Investor  understands  that the certificate  evidencing the Shares,
Warrants and Warrant Shares will be imprinted with a legend which  prohibits the


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<PAGE>


transfer of the Shares,  Warrants and Warrant  Shares unless they are registered
or such  registration  is not  required  in the  opinion  of counsel in form and
substance satisfactory to the Company.

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

      (g) DOMICILE.  The Investor is a bona fide resident and domiciliary (not a
temporary or transient resident) of the state indicated on Schedule 1 hereto and
he, she or it has no present intention of becoming a resident of any other state
or jurisdiction.

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

      (i) INDEPENDENT  ADVICE.  The Investor  understands that the Company urges
the Investor to seek independent  advice from professional  advisors relating to
the  suitability for the Investor of an investment in the Company in view of the
Investor's   overall   financial  needs  and  with  respect  to  legal  and  tax
implications of such an investment.

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

6.    ADDITIONAL COVENANTS OF THE PARTIES.

      (a) INDEMNIFICATION.  Each party agrees to indemnify and hold harmless the
other parties hereto and each of its directors,  officers, agents and affiliates
(as applicable) from and against any and all loss, damage or liability due to or
arising out of a breach of any representation, warranty or covenant of contained
in this Agreement and made by the indemnifying  party,  provided  however,  that
this  Section  6 shall  not be  construed  to  require  any  Investor  (i) to so
indemnify and hold harmless any other  Investor or (ii) to so indemnify and hold
harmless the Company for any such breach by any other Investor. The liability of
any  Investor to provide  indemnification  pursuant  to this  Section 6 shall be
limited to the amount such Investor paid to the Company for the purchase of such
Investor's Shares and Warrants.


                                       9
<PAGE>


      (b) PLEDGE OF  SECURITIES.  The Company  acknowledges  and agrees that the
Shares,  Warrants and Warrant Shares may be pledged by an Investor in connection
with a bona fide margin agreement or other loan or financing arrangement that is
secured by the Shares  Warrants  or Warrant  Shares.  The pledge of the  Shares,
Warrants  or  Warrant  Shares  shall  not be deemed  to be a  transfer,  sale or
assignment of the Shares, Warrants or Warrant Shares hereunder,  and no Investor
effecting a pledge of Shares,  Warrants or Warrant  Shares  shall be required to
provide the Company with any notice  thereof or  otherwise  make any delivery to
the Company pursuant to this Agreement or any other Transaction  Agreement.  The
Company hereby agrees to execute and deliver such  documentation as a pledgee of
the Shares, Warrants or Warrant Shares may reasonably request in connection with
a pledge of the thereof to such pledgee by an Investor.

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

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


                                       10
<PAGE>


7.    RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.

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

          THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
          UNDER THE  SECURITIES  ACT OF 1933 (THE "ACT") AND MAY NOT
          BE  OFFERED,  SOLD OR  OTHERWISE  TRANSFERRED,  PLEDGED OR
          HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR,
          IN  THE   OPINION  OF   COUNSEL  IN  FORM  AND   SUBSTANCE
          SATISFACTORY  TO THE  ISSUER  OF  THESE  SECURITIES,  SUCH
          OFFER,  SALE OR TRANSFER,  PLEDGE OR  HYPOTHECATION  IS IN
          COMPLIANCE THEREWITH.

      (b) REMOVAL OF LEGEND AND TRANSFER RESTRICTIONS.  Any legend endorsed on a
certificate  pursuant to this Section 7 shall be removed,  and the Company shall
issue a certificate  without such legend to the holder of such Shares or Warrant
Shares  if  (i)  such  Shares  or  Warrant  Shares  are  resold  pursuant  to  a
registration  statement under the Securities  Act, and a prospectus  meeting the
requirements  of  Section  11 of the  Securities  Act  is  delivered  or  deemed
delivered to the purchaser of such Shares or Warrant Shares, (ii) if such holder
satisfies the  requirements  of Rule 144(k) or (iii) if such holder provides the
Company  with an  opinion of  counsel  for such  holder of the Shares or Warrant
Shares,  reasonably  satisfactory  to the  Company,  to the effect  that a sale,
transfer  or  assignment  of such Shares or Warrant  Shares may be made  without
registration.

8.    PRICE  PROTECTION. If the Company issues or sells any shares of its Common
Stock or Common Stock  Equivalents,  other than Excluded Shares (as that term is
defined  below)  ("ADDITIONAL  SHARES") at any time after the  Closing  Date and
prior to June 30, 2004 (the "ADJUSTMENT  PERIOD") for a consideration  per share
(the  "DILUTIVE  PRICE")  (a) less than the Share Price (as  adjusted  for stock
splits,  stock  dividends and the like) and (b) if  Additional  Shares have been
previously issued during the Adjustment Period with respect to which the Company
has fully complied with this Section 8, then also less than the lowest  Dilutive
Price (as adjusted for stock splits, stock dividends and the like) at which such
Additional Shares have been previously issued during the Adjustment Period, then
the Company  will issue to each  Investor a number of shares,  if  positive,  of
Common Stock to such Investor determined by the following formula:


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

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

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


                                       11
<PAGE>


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

                   C    =   the applicable Dilutive Price; and

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


For purposes of this Agreement,  the term "EXCLUDED SHARES" means: (i) shares of
Common Stock  issuable or issued after the Closing Date to officers,  employees,
consultants  or  directors  of the  Company  directly  or  pursuant  to a  stock
purchase,  stock option,  restricted stock or other written compensation plan or
agreement approved by the Board of Directors of the Company (the "BOARD");  (ii)
shares of Common Stock issued or issuable after the Closing Date,  primarily for
non-equity  financing  purposes  and as  approved  by the  Board,  to  financial
institutions  or lessors in  connection  with  commercial  credit  arrangements,
equipment  financings or similar transactions or to vendors of goods or services
or  customers;  (iii)  shares of Common  Stock  issuable  upon (a)  exercise  of
warrants,  options,  notes or other rights to acquire securities of the Company,
in each case,  outstanding  on the date of this  Agreement,  (b)  conversion  of
shares of the Company's  Preferred Stock, par value $0.01 per share  outstanding
on the date of this Agreement or (c) exchange of promissory  notes issued by the
Company  outstanding  on the  date of this  Agreement;  (iv)  capital  stock  or
warrants or options to purchase  capital  stock issued in  connection  with bona
fide  acquisitions,  mergers  or  similar  transactions,  the terms of which are
approved  by the  Board;  (v)  shares of Common  Stock  issued  or  issuable  to
licensors of technology  of the Company to pay expenses,  royalties or milestone
payments  for which the  Company is  obligated  under any  licensing  or related
agreement;  (vi) shares of Common  Stock  issuable  or issued  pursuant to stock
splits,  stock dividends and the like, or (vii) shares of Common Stock issued or
issuable by way of dividend or other distribution on Excluded Shares.

If the Company shall issue or sell any warrants or other rights to subscribe for
or purchase any additional shares of Common Stock or any securities  convertible
into shares of Common Stock  (collectively,  "COMMON STOCK EQUIVALENTS")  during
the  Adjustment  Period,  whether  or not the  rights  to  exchange  or  convert
thereunder are  immediately  exercisable,  and the effective price per share for
which Common Stock is issuable upon the exercise, exchange or conversion of such
Common Stock Equivalents shall be less than (i) the Share Price (as adjusted for
stock splits,  stock dividends and the like) and (ii) if Additional  Shares have
been  previously  issued during the Adjustment  Period with respect to which the
Company has fully  complied  with this Section 8, then also less than the lowest
Dilutive Price (as adjusted for stock splits,  stock  dividends and the like) at
which such Additional  Shares have been previously  issued during the Adjustment
Period,  then the Company  shall issue to the Investor  that number of shares of
Common Stock that would be issuable pursuant to this Section 8 on the basis that
the maximum number of additional shares of Common Stock issuable pursuant to all
such  Common  Stock  Equivalents  shall  be  deemed  to  have  been  issued  and
outstanding and the Company shall have received all of the consideration payable
therefor,  if any, as of the date of the actual  issuance  of such Common  Stock
Equivalents.  No further  issuances  shall be made under this Section 8 upon the
actual issue of such Common Stock upon the  exercise,  conversion or exchange of
such  Common  Stock  Equivalents,  unless  such  actual  issue is at a per share
consideration  lower than the  Dilutive  Price used for  purposes of the initial
adjustment pursuant to this Section 8.


                                       12
<PAGE>


9.    PARTICIPATION RIGHTS.

      (a) Subject to the terms and  conditions  specified in this Section 9, the
Company  hereby  grants to each  Investor a right of first offer with respect to
sales by the  Company of  Additional  Shares,  which in no event  shall  include
Excluded  Shares,  on the same terms and conditions as offered by the Company to
the other purchasers of such Additional Shares. If the Company proposes to offer
any  Additional  Shares for sale at any time after June 30,  2004 and before the
first  anniversary  of the Closing  Date,  the Company shall make an offering of
such  Additional  Shares  to each  Investor  in  accordance  with the  following
provisions:

          (i) The Company shall deliver a notice (the "ISSUANCE NOTICE") to each
          Investor  stating (A) its bona fide intention to offer such Additional
          Shares,  (B) the number of such Additional  Shares to be offered,  (C)
          the price and  terms,  if any,  upon which it  proposes  to offer such
          Additional Shares, and (D) the anticipated closing date of the sale of
          such Additional Shares.

          (ii) By written  notification  received  by the  Company,  within five
          trading  days  after  giving of the  Issuance  Notice  (the  "RESPONSE
          PERIOD"),  any Investor may elect to purchase or obtain,  at the price
          and on the terms specified in the Issuance Notice,  up to its Pro Rata
          Amount (as defined  below) of such  Additional  Shares.  The "PRO RATA
          AMOUNT"  for any  given  Investor  shall  equal  that  portion  of the
          Additional  Securities  the  price  of  which  is  equal to 50% of the
          aggregate  purchase  price that such Investor paid to the Company upon
          the Closing under this Agreement,  and in such event the Company shall
          be obligated to sell such number of Additional Securities to each such
          Investor, even if the aggregate Pro Rata Amount for all such Investors
          exceeds the aggregate amount of Additional Securities that the Company
          had initially  proposed to offer. Any such purchase shall be completed
          at the same  closing as that of any third  party  purchasers  or at an
          additional closing thereunder.

          (iii)  The  Company  may,  during  the  75-day  period  following  the
          expiration of the Response  Period,  offer the remaining  unsubscribed
          portion  of  such  Additional  Shares  to any  person  or  persons  on
          substantially similar terms to those specified in the Issuance Notice.
          If the Company does not consummate the sale of such Additional  Shares
          within such period or if such  Additional  Shares are offered on terms
          not  substantially  similar to the terms of the offer specified in the
          Issuance  Notice,  the right provided  hereunder shall be deemed to be
          revived and such Additional Shares shall not be offered or sold unless
          first reoffered to the Investors in accordance herewith.

      (b)  The  participation  right  set  forth  in this  Section  9 may not be
assigned or  transferred,  except that such right is assignable by each Investor
to any  wholly-owned  subsidiary or parent of, or to any  corporation  or entity
that is, within the meaning of the Securities Act, controlling, controlled by or
under common control with,  any such  Investor,  provided in any event that such
assignee  is an  "accredited  investor"  as such term is defined in Rule  501(a)
promulgated under the Securities Act.


                                       13
<PAGE>


10.   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.

      (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):


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


                                       14
<PAGE>


<TABLE>
<CAPTION>
<S>                                                <C>
      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 Shares then held by  Investors.  Any  amendment  or
waiver effected in accordance with this Section 10(e) shall be binding upon each
party to this Agreement,  whether or not such party has signed such amendment or
waiver.  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.  No such
amendment  shall be  effective to the extent that it applies to less than all of
the Investors or their Shares, Warrants and Warrant Shares then outstanding.  No
consideration  shall be  offered  or paid to any person to amend or consent to a
waiver or  modification  of any provision of this  Agreement,  the  Registration
Rights Agreement or the Warrants unless the same  consideration  also is offered
to all the parties to this  Agreement or the  Registration  Rights  Agreement or
holders of the  Warrants,  as the case may be.  The  Company  shall give  prompt
written notice to an Investor of any amendment  hereof or waiver  hereunder that
was effected without the Investor's written 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  securities
issued or issuable  pursuant to this  Agreement in  compliance  with  applicable
securities  laws  and  this  Agreement.  Any  assignee  must  be an  "accredited
investor" as defined in Rule 501(a) promulgated under the Securities Act.

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

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


                                       15
<PAGE>


the  preparation of this  Agreement.  Whenever used herein,  the singular number
shall include the plural, the plural shall include the singular,  the use of any
gender shall include all persons.

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

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

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

      (l)  EXPENSES.  Except as  otherwise  provided  in any  other  Transaction
Agreement,  the  Company and each  Investor  shall each be  responsible  for the
payment  of  and  bear  their  own  expenses  and  legal  fees  relating  to the
preparation and negotiation of the Transaction  Agreements and the  consummation
of the  Transactions,  provided,  however,  that in the event of the  successful
consummation of the  transactions  contemplated  by this Agreement,  the Company
shall pay the  reasonable  legal  fees and  other  third-party  expenses,  up to
$45,000,  of SDS incurred with respect to the preparation and negotiation of the
Transaction Agreements and the consummation of the transactions hereunder.

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

      (n) SECURITIES LAW COMPLIANCE.

          (i) SECURITIES ACT. The Company shall timely prepare and file with the
          Commission  the form of notice of the sale of  securities  pursuant to


                                       16
<PAGE>


          the  requirements of Regulation D regarding the sale of the Shares and
          Warrants under this Agreement.

          (ii) STATE SECURITIES LAW COMPLIANCE -- SALE. The Company shall timely
          prepare  and file such  applications,  consents  to service of process
          (but not  including  a general  consent  to service  of  process)  and
          similar  documents  and take such other steps and perform such further
          acts as shall be required by the state  securities law requirements of
          each jurisdiction where an Investor resides,  as indicated on Schedule
          1, with  respect  to the sale of the Shares  and  Warrants  under this
          Agreement.

          (iii) STATE  SECURITIES  LAW COMPLIANCE  --RESALE.  Beginning no later
          than June 30, 2004 and continuing  until (i) the purchasers  have sold
          all of their  Registrable  Securities  under a Registration  Statement
          pursuant  to  Section 8 or (ii) the  Common  Stock  becomes a "covered
          security" under Section 18(b)(1)(A) of the Securities Act, the Company
          shall maintain within either Moody's Industrial Manual or Standard and
          Poor's Standard  Corporation  Descriptions (or any successors to these
          manuals  which  are  similarly  qualified  as  "recognized  securities
          manuals" under state Blue Sky laws) an updated listing  containing (i)
          the names of the officers and directors of the Company, (ii) a balance
          sheet  of the  Company  as of a date  that  is at no time  older  than
          eighteen  months and (iii) a profit and loss  statement of the Company
          for  either  the  preceding  fiscal  year or the most  recent  year of
          operations. Capitalized terms used in this Section 10(n)(iii), but not
          otherwise defined in this Agreement,  shall have the meanings assigned
          in the Registration Rights Agreement.

      (o)  INDEPENDENT   NATURE  OF  INVESTORS'   OBLIGATIONS  AND  RIGHTS.  The
obligations  of each Investor under the  Transaction  Agreements 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  in  any  Transaction
Agreement, 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.  Each  Investor  shall be  entitled to  independently  protect and
enforce its rights, including without limitation,  the rights arising out of the
Transaction Agreements,  and it shall not be necessary for any other 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 the Transaction Agreements. For reasons
of  administrative  convenience  only, the Investors  acknowledge and agree that
they and their  respective  counsel have chosen to communicate  with the Company
and its counsel  through  Wiggin,  but neither Wiggin nor the Company's  counsel
represent  any  of  the  Investors  in  this  transaction,  except  that  Wiggin
represents SDS.




                            [Signature page follows.]



                                       17
<PAGE>




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

ADVENTRX PHARMACEUTICALS, INC.

By: /s/ Nicholas J. Virca
    ---------------------------------------------------

Name: Nicholas J. Virca
      -------------------------------------------------

Title: President and Chief Executive Officer
       ------------------------------------------------




[Investor signature pages follow.]


<PAGE>



                             OMNIBUS SIGNATURE PAGE

                         ADVENTRX PHARMACEUTICALS, INC.

                   COMMON STOCK AND WARRANT PURCHASE AGREEMENT

The  undersigned  hereby  executes  and  delivers  the Common  Stock and Warrant
Purchase  Agreement (the  "AGREEMENT") to which this signature page is attached,
which,  together with all  counterparts  of the Agreement and signature pages of
the other  parties named in the  Agreement,  shall  constitute  one and the same
document in accordance with the terms of the Agreement.

                      Print Name: [see Schedule I attached hereto]
                                  ----------------------------------------------



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



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



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



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











                      Telephone:
                                 -----------------------------------------------



                      Facsimile:
                                 -----------------------------------------------



                      SSN/EIN#:
                                ------------------------------------------------



                      Number of Shares of Common Stock

                      Purchased
                                 -----------------------------------------------

                      Number of A-1 Warrants Purchased
                                                       -------------------------

                      Number of A-2 Warrants Purchased
                                                       -------------------------



                      Aggregate Purchase Price
                                                --------------------------------



<PAGE>



                                   SCHEDULE 1

                         Adventrx Pharmaceuticals, Inc.

                   Common Stock and Warrant Purchase Agreement

                Investors and Shares of Common Stock and Warrants

<TABLE>
<CAPTION>
        [Each of the persons listed below are parties to this Common Stock and Warrant Purchase Agreement]

---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
                                                                 NUMBER OF      NUMBER OF        NUMBER OF
                                                                   COMMON      A-1 WARRANTS     A-2 WARRANTS
                  INVESTOR NAME                  INVESTMENT        SHARES        @ $2.00          @ $2.50
                                                   AMOUNT        (@ $1.50)        (30%)            (20%)           DOMICILE
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
<S>                                                   <C>            <C>              <C>              <C>       <C>
Alpha Capital AG                                      $500,000       333,333          99,999           66,666         NY
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Anasazi Partners III LLC                              $175,000       116,666          34,999           23,333         MA
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Anasazi Partners III Offshore Fund Ltd.               $175,000       116,666          34,999           23,333         MA
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Andrew J. Maffey                                       $25,500        17,000           5,100            3,400         NJ
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Bank Sal. Oppenheim jr. & Cie (Switzerland)             $7,500         5,000           1,500            1,000    Switzerland
Limited
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
BayStar Capital II, L.P.                              $300,000       200,000          60,000           40,000         CT
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Bristol Investment Fund, Ltd.                         $400,000       266,666          79,999           53,333         CA
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
BSI New BioMedical Frontier (SICAV)                   $150,000       100,000          30,000           20,000    Switzerland
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
BSI SA                                                $149,250        99,500          29,850           19,900    Switzerland
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Capital Ventures International                      $1,000,000       666,666         199,999          133,333         CA
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Castle Creek Healthcare Partners LLC                  $500,001       333,334         100,000           66,666         IL
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Centrum Bank AG                                        $45,000        30,000           9,000            6,000   Liechtenstein
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Christopher P. Baker                                  $150,000       100,000          30,000           20,000         MA
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Clariden Investments Ltd.                              $40,500        27,000           8,100            5,400    Switzerland
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Crescent International Ltd                            $270,000       180,000          54,000           36,000    Switzerland
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Crestview Capital Master, LLC                       $1,000,000       666,666         199,999          133,333         IL
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
E Todd Tracy                                          $150,000       100,000          30,000           20,000         TX
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Enable Growth Partners                                $300,000       200,000          60,000           40,000         CA
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Gamma Opportunity Capital Partners, LP                $400,000       266,666          79,999           53,333         FL
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Gene Salkind, MD                                       $90,000        60,000          18,000           12,000         PA
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Greenwich Growth Fund Limited                         $100,000        66,666          19,999           13,333  Ontario, Canada
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
James Ladner                                           $30,000        20,000           6,000            4,000    Switzerland
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
JIBS Equities                                         $200,000       133,333          39,999           26,666         PA
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Kenneth Greif                                         $500,000       333,333          99,999           66,666         NJ
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Laddcap Value Partners LP                             $150,000       100,000          30,000           20,000         NY
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
LB (Swiss) Privatbank AG                               $37,500        25,000           7,500            5,000    Switzerland
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Lilienthal Investment Foundation                       $51,000        34,000          10,200            6,800         NC
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Longview Fund, LP                                     $250,000       166,666          49,999           33,333         CA
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Michael Loew                                           $50,000        33,333           9,999            6,666         NY
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
North Sound Legacy Fund LLC                            $18,000        12,000           3,600            2,400         CT
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
North Sound Legacy Institutional Fund LLC             $198,000       132,000          39,600           26,400         CT
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
North Sound Legacy International Ltd                  $384,000       256,000          76,800           51,200         CT
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
OTAPE Investments LLC                                 $100,000        66,666          19,999           13,333         NY
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Paul Scharfer                                         $202,500       135,000          40,500           27,000         NY
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Peter Levitch                                          $75,000        50,000          15,000           10,000         NJ
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Platinum Long Term Growth                             $100,000        66,666          19,999           13,333         NY
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
ProMed Offshore Fund, Ltd.                            $109,500        73,000          21,900           14,600         NY
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
ProMed Partners II, L.P.                              $146,700        97,800          29,340           19,560         NY
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
ProMed Partners, L.P.                                 $676,500       451,000         135,300           90,200         NY
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
RHP Master Fund, Ltd.                                 $300,000       200,000          60,000           40,000         PA
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Richard Reiss                                          $37,500        25,000           7,500            5,000         NJ
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Ritchie Long/Short Trading Ltd.                       $750,000       500,000         150,000          100,000         IL
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
                                                                 NUMBER OF      NUMBER OF        NUMBER OF
                                                                   COMMON      A-1 WARRANTS     A-2 WARRANTS
                  INVESTOR NAME                  INVESTMENT        SHARES        @ $2.00          @ $2.50
                                                   AMOUNT        (@ $1.50)        (30%)            (20%)           DOMICILE
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
<S>                                                   <C>            <C>              <C>              <C>       <C>
Robert J. and Sandra S. Neborsky JTWROS                $30,000        20,000           6,000            4,000         CA
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Robert J. Neborsky, MD, Inc. Combination              $390,000       260,000          78,000           52,000         CA
Retirement Trust U/T/A 11/30/82
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Robert Wexler                                          $15,000        10,000           3,000            2,000         PA
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Roland Hartman                                         $37,500        25,000           7,500            5,000    Switzerland
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Saad Investments Company Limited                      $225,000       150,000          45,000           30,000    Switzerland
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Schroder & Co Bank AG                                 $675,000       450,000         135,000           90,000    Switzerland
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
SDS Capital Group SPC, Ltd.                           $999,999       666,666         199,999          133,333         CT
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Sean M. Quinn                                         $105,000        70,000          21,000           14,000         NJ
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
SF Capital Partners Ltd.                              $750,000       500,000         150,000          100,000         WI
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Stonestreet LP                                        $350,000       233,333          69,999           46,666      Ontario,
                                                                                                                    Canada

---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Sunrise Overseas, Ltd.                                $249,000       166,000          49,800           33,200         CT
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
TCMP3 Partners                                        $150,000       100,000          30,000           20,000         NJ
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Wayne Saker                                            $60,000        40,000          12,000            8,000         MA
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Whalehaven Fund Limited                               $125,000        83,333          24,999           16,666  Ontario, Canada
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
William B. Newman                                      $51,000        34,000          10,200            6,800         NJ
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Xmark Fund, L.P.                                      $247,500       165,000          49,500           33,000         NY
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
Xmark Fund, LTD                                       $247,500       165,000          49,500           33,000         NY
---------------------------------------------- ---------------- ------------- --------------- ---------------- -----------------
                                 TOTALS:           $15,001,450    10,000,958       3,000,273        2,000,185
                                                   ===========    ==========       =========        =========
</TABLE>

Notices to any Investor pursuant to the Agreement shall be sent to the address
in the records of the Company for such Investor.


<TABLE>
<CAPTION>
<S>                           <C>              <C>                 <C>                 <C>                <C>
-------------------------------------------------------------------------------------------------------------------------
                                                 Shares of         Common Stock        Common Stock
 Name, Address and Fax        Copies of        Common Stock         Underlying          Underlying
   Number of Investor         Notices to         Purchased         A-1 Warrants         A-2 Warrants      Purchase Price
-------------------------------------------------------------------------------------------------------------------------
                                                                                                                $
-------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>



                                   SCHEDULE 3

                               DISCLOSURE SCHEDULE


<PAGE>



                                   EXHIBIT A-1

                    Form of A-1 Common Stock Purchase Warrant


<PAGE>



                                   EXHIBIT A-2

                    Form of A-2 Common Stock Purchase Warrant


<PAGE>



                                    EXHIBIT B

                        Form of Closing Escrow Agreement


<PAGE>



                                    EXHIBIT C

                      Form of Registration Rights Agreement


<PAGE>



                                    EXHIBIT D

                      Form of Opinion of Company's Counsel


<PAGE>




                                    EXHIBIT E

                       INVESTOR SUITABILITY QUESTIONNAIRE

                 ADVENTRX PHARMACEUTICALS, INC. (THE "COMPANY")

                          I. INDIVIDUAL INVESTORS ONLY

                (ALL INFORMATION WILL BE TREATED CONFIDENTIALLY)

A.       PERSONAL INFORMATION

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

         Residence Address:
                             ---------------------------------------------------

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

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

         Home Telephone Number:
                                 -----------------------------------------------

         Fax Telephone Number: _________________________________________________

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

         Social Security Number:
                                  ----------------------------------------------

  B. DELIVERY INFORMATION (Applicable only if different than residence.)

         Name of Institution or Destination:
                                           -------------------------------------

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

         Delivery Address:
                         -------------------------------------------------------





         Account Reference (if applicable):
                                          --------------------------------------

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

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

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



<PAGE>


C.       EMPLOYMENT INFORMATION

         Occupation:
                      ----------------------------------------------------------

         Number of Years:
                           -----------------------------------------------------

         Present Employer:
                            ----------------------------------------------------

         Position/Title:
                          ------------------------------------------------------

         Business Address:
                            ----------------------------------------------------

         Business Telephone:
                              --------------------------------------------------

D.       RESIDENT INFORMATION

         Set forth in the space  provided  below  the  state(s)/country(ies)  in
         which you have  maintained  your  principal  residence  during the past
         three   years  and  the  date   during   which  you   resided  in  each
         state/country.







         Are you registered to vote in, or do you have a driver's license issued
         by, or do you maintain a residence in any other state? If yes, in which
         state(s)?

                  Yes  _____                                  No  _____

E.       INCOME

         Do you reasonably expect either your own income from all sources during
         the current year to exceed $200,000 or the joint income of you and your
         spouse (if married) from all sources  during the current year to exceed
         $300,000?

                  Yes  _____                                  No  _____

                  If not, please specify the amount:

         What  percentage  of your  income as shown above is  anticipated  to be
         derived form sources other than salary?

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



<PAGE>


         Was either your yearly income from all sources  during each of the last
         two years in excess of $200,000 or was the joint income of you and your
         spouse  (if  married)  from all  sources  during  each of such years in
         excess of $300,000?

                  Yes  _____                                  No  _____

                  If no, please specify the amount for:

                  Last Year:
                              --------------------------------------------------

                  Year Before Last:
                                     -------------------------------------------

F.       NET WORTH

         Will your net  worth*  as of the date you  purchase  securities  of the
         Company,  together  with the net worth of your spouse,  be in excess of
         $1,000,000?

                  Yes  _____                                  No  _____

         If not, please specify amount:

         * As used in this  questionnaire  the term "net worth" means the amount
         by which total assets exceed total liabilities.  In computing net worth
         for purposes of this Item 5, you should value your principal  residence
         at cost,  including  cost of  improvements,  or at that value  recently
         appraised by an institutional lender making a secured loan or otherwise
         by a certified appraiser, net of encumbrances.

G.       EDUCATION

         Please describe your educational background and degrees obtained, if
         any.

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

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

H.       AFFILIATION

         If you have any pre-existing personal or business relationship with the
         Company  or any of its  officers,  directors  or  controlling  persons,
         please describe the nature and duration of such relationship.


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

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

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


<PAGE>


I.       BUSINESS AND FINANCIAL EXPERIENCE

         Please  describe  in  reasonable  detail  the nature and extent of your
         business,  financial and investment  experience  which you believe give
         you the  capacity  to  evaluate  the merits  and risks of the  proposed
         investment and the capacity to protect your interests.

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

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

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



         Are you purchasing the securities  offered for your own account and for
investment purposes only?

                  Yes  _____                                  No  _____

                  If no,  please  state for whom you are  investing  and/or  the
reason for investing.

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

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

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





DATE:_________________________

INDIVIDUAL INVESTOR:

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

Name:    __________________

         (please print)


<PAGE>


II.          ENTITY INVESTORS ONLY

A.       ENTITY NAME AND CONTACT INFORMATION

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

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

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





         Account Reference (if applicable): ____________________________________

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

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

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

         Contact Fax Number: ___________________________________________________

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

B.       GENERAL INFORMATION

         Under the laws of what jurisdiction was the Investor formed?

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

                  Yes _____         No _____

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

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

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

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


<PAGE>


C.       ACCREDITED INVESTOR INFORMATION

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

                  Yes _____         No _____

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

                  Yes _____         No _____

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

                  Yes _____         No _____

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

                  Yes _____         No _____

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

                  Yes _____         No _____

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

                  Yes _____         No _____

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

                       Yes _____         No _____

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

                  (b) If the Investor is a self-directed Plan, but if the Plan's
                  total  assets  do  not  exceed   $5,000,000,   are  investment
                  decisions  made  solely  by (1) a person  or  entity  that can
                  answer "yes" to one or more questions  under  paragraphs (i) -
                  (ix) of this Item C; (2) persons whose net worth, or joint net
                  worth with their  spouses,  exceeds  $1,000,000;  (3)  persons


<PAGE>


                  whose income without regard to that of their spouses  exceeded
                  $200,000,  or whose joint income with their  spouses  exceeded
                  $300,000,  in each of the last two  years  and who  reasonably
                  expect  such  person  income to exceed  $200,000 or such joint
                  income to exceed  $300,000  this year;  or (4) persons who are
                  brokers or dealers  registered  pursuant  to Section 15 of the
                  Securities  Exchange Act of 1934? (If yes,  please specify the
                  applicable subpart of this question or Item.)

                       Yes _____         No _____

                       Subpart or Item:  ___________

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

                       Yes _____         No _____

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

                  Yes _____         No _____

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

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

                  Yes _____         No _____

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


<PAGE>


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

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

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



ENTITY INVESTOR:

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

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

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