REGISTRATION RIGHTS AGREEMENT

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

                                   BACKGROUND

         A. The Company and the Investors (other than Burnham Hill Partners)
have entered into a Common Stock and Warrant Purchase Agreement (the "Purchase
Agreement") as of the Agreement Date pursuant to which the Company desires to
sell to the Investors and the Investors desire to purchase from the Company
shares of Common Stock, par value $0.001 per share ("Common Stock"), of the
Company (the "Shares").

         B. As additional consideration for the purchase of the Shares, pursuant
to the Purchase Agreement, the Company shall issue to the Investors certain
warrants to purchase shares of Common Stock, and, in consideration of services
as placement agent, the Company shall issue to Burnham Hill Partners certain
warrants to purchase shares of Common Stock (collectively, the "Warrants").

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

                                    AGREEMENT

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

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

         (a)      "Registrable Securities" means (a) the Shares and the Warrant
                  Shares or other securities issued or issuable to each Investor
                  or its transferee or designee (i) upon exercise of the
                  Warrants, or (ii) upon any dividend or distribution with
                  respect to, any exchange for or any replacement of the Shares,
                  Warrants or Warrant Shares or (iii) upon any conversion,
                  exercise or exchange of any securities issued in connection
                  with any such distribution, exchange or replacement; (b)
                  securities issued or issuable upon any stock split, stock
                  dividend, recapitalization or similar event with respect to
                  the foregoing; (c) securities issued pursuant to Section 8 or
                  Section 9 of the Purchase Agreement, Section 9 or Section 10
                  of this Agreement or Section 3 of the Warrants and (d) any
                  other security issued as a dividend or other distribution with
                  respect to, in exchange for, in replacement or redemption of,
                  or in reduction of the liquidation value of, any of the
                  securities referred to in the preceding clauses.

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

         (c)      "Warrant Shares" means the shares of Common Stock issuable
                  upon exercise of the Warrants.

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         (d)      "Securities Act" means the Securities Act of 1933, as amended.

2.       Filing of Registration Statement.

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

                  (b) The Company shall (i) prepare and file with the Commission
         such amendments, including post-effective amendments, to the
         Registration Statement as may be necessary to keep the Registration
         Statement continuously effective as to all Registrable Securities for
         the Effectiveness Period and to the extent any Registrable Securities
         are not included in such Registration Statement for reasons other than
         the failure of the Holder to comply with Section 4 hereof, shall
         prepare and file with the Commission such additional Registration
         Statements in order to register for resale under the Securities Act all
         Registrable Securities; (ii) cause the related prospectus to be amended
         or supplemented by any required prospectus supplement, and as so
         supplemented or amended to be filed pursuant to Rule 424 (or any

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<PAGE>

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

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

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

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<PAGE>
3.       Piggy-back Registration.

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

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

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

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

6. Termination of Registration Rights. The Company shall have no obligation to
register the Registrable Securities pursuant to this Agreement or otherwise
following the end of the Effectiveness Period.

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<PAGE>

7.       Indemnification.

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

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

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

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<PAGE>

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

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

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11.      Listing; Exchange Act Reports.

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

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

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

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

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

12.      Miscellaneous.

                  (a) Governing Law. This Agreement, all acts and transactions
         pursuant hereto and the rights and obligations of the parties hereto
         shall be governed, construed and interpreted in accordance with the
         laws of the state of California, without giving effect to principles of
         choice of law.

                  (b) Jurisdiction and Venue. Any legal action or other legal
         proceeding relating to this Agreement or the enforcement of any
         provision of this Agreement shall be brought or otherwise commenced in
         any state or federal court located in the county of San Diego,
         California. Each party to this Agreement: (i) expressly and irrevocably
         consents and submits to the jurisdiction of each state and federal
         court located in the county of San Diego, California and each appellate
         court located in the state of California, in connection with any such
         legal proceeding; (ii) agrees that each state and federal court located
         in the county of San Diego, California shall be deemed to be a
         convenient forum; and (iii) agrees not to assert, by way of motion, as
         a defense or otherwise, in any such legal proceeding commenced in any
         state or federal court located in the county of San Diego, California
         any claim that such party is not subject personally to the jurisdiction
         of such court, that such legal proceeding has been brought in an
         inconvenient forum, that the venue of such proceeding is improper or
         that this Agreement or the subject matter of this Agreement may not be
         enforced in or by such court.

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                  (c) Entire Agreement. This Agreement embodies the entire
         agreement and understanding between the parties hereto with respect to
         the subject matter hereof and supersedes all prior oral or written
         agreements and understandings relating to the subject matter hereof. No
         statement, representation, warranty, covenant or agreement of any kind
         not expressly set forth in this Agreement shall affect, or be used to
         interpret, change or restrict, the express terms and provisions of this
         Agreement.

                  (d) Notices. All notices and other communications hereunder
         shall be in writing and shall be given (and shall be deemed to have
         been duly given upon receipt) by delivery in person or facsimile
         transmission (received at the facsimile machine to which it is
         transmitted prior to 5:00 p.m., local time, on a business day in the
         state of California, for the party to which it is sent), by courier or
         express delivery service or by registered or certified mail (postage
         prepaid, return receipt requested) to the respective parties at the
         following addresses (or at such other address for a party as shall be
         specified in a notice given in accordance with this Section):

<TABLE>
<CAPTION>
<S>     <C>                                                  <C>
        if to the Company:                                   ADVENTRX Pharmaceuticals, Inc.
                                                             9948 Hibert Street, Suite 100
                                                             San Diego, CA  92131
                                                             Attention: Nicholas J. Virca
                                                             Facsimile: (858) 271-9678
        with a copy to (not to constitute notice):           Bingham McCutchen LLP
                                                             3 Embarcadero Center
                                                             San Francisco, CA  94111-4067
                                                             Attention: Henry D. Evans, Jr.
                                                             Facsimile: (415) 393-2286

        if to the Investor:                                  To the address set forth in Schedule 1 hereto.
</TABLE>

                  (e) Amendments and Waivers. Any term of this Agreement may be
         amended, waived or departed from only with the written consent of the
         Company and the holders of a majority of the Registrable Securities
         then outstanding. Any amendment or waiver effected in accordance with
         this Section 12(e) shall be binding upon each party to this Agreement,
         whether or not such party has signed such amendment or waiver and the
         Company. No such waiver or consent shall be deemed to be or shall
         constitute a waiver or consent with respect to any other terms or
         provisions of this Agreement, whether or not similar. Each such waiver
         or consent shall be effective only in the specific instance and for the
         purpose for which it was given, and shall not constitute a continuing
         waiver or consent.

                  (f) Successors and Assigns. This Agreement is personal to each
         of the parties and may not be assigned without the written consent of
         the other parties; provided, however, that any of the Investors shall
         be permitted to assign this Agreement to any person to whom it assigns
         or transfers the Warrants or Registrable Securities, other than in a
         public resale, in compliance with applicable securities laws. Any
         assignee must be an "accredited investor" as defined in Rule 501(a)
         promulgated under the Securities Act.

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<PAGE>

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

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

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

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

                  (k) Registration Expenses. All fees and expenses incident to
         the performance of or compliance with this Agreement by the Company
         shall be borne by the Company whether or not the Registration Statement
         is filed or becomes effective and whether or not any Registrable
         Securities are sold pursuant to the Registration Statement. The fees
         and expenses referred to in the foregoing sentence shall include,
         without limitation, (i) all registration and filing fees (including,
         without limitation, fees and expenses (A) with respect to filings
         required to be made with the American Stock Exchange and each other
         securities exchange, quotation system, market or over-the-counter
         bulletin board on which Registrable Securities are required hereunder
         to be listed, (B) with respect to filings required to be made with the
         Commission, and (C) in compliance with state securities or Blue Sky
         laws, (ii) printing expenses (including, without limitation, expenses
         of printing certificates for Registrable Securities and of printing or
         photocopying prospectuses), (iii) messenger, telephone and delivery
         expenses, (iv) Securities Act liability insurance, if the Company so

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<PAGE>

         desires such insurance, (v) fees and expenses of all other persons
         retained by the Company in connection with the consummation of the
         transactions contemplated by this Agreement, including, without
         limitation, the Company's independent public accountants (including, in
         the case of an underwritten offering, the expenses of any comfort
         letters or costs associated with the delivery by independent public
         accountants of a comfort letter or comfort letters) and legal counsel,
         and (vi) fees and expenses of the counsel to SDS, up to $5,000, in
         connection with any Registration Statement hereunder. In addition, the
         Company shall be responsible for all of its internal expenses incurred
         in connection with the consummation of the transactions contemplated by
         this Agreement (including, without limitation, all salaries and
         expenses of its officers and employees performing legal or accounting
         duties), the expense of any annual audit, the fees and expenses
         incurred in connection with the listing of the Registrable Securities
         on any securities exchange as required hereunder.

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

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

                            [Signature page follows.]


                                       10
<PAGE>



         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.]



           Company Signature page to the Registration Rights Agreement

                                       11
<PAGE>


INVESTORS:

Print Exact Name: [see attached schedule for list of investors party to this
                  agreement]



By:_____________________________________________
Name:
Title:


                    [ADVENTRX Registration Rights Agreement]

                                       12
<PAGE>


                                   SCHEDULE 1

                                    INVESTORS

Alpha Capital AG
--------------------------------------------------------------------------------
Anasazi Partners III LLC
--------------------------------------------------------------------------------
Anasazi Partners III Offshore Fund Ltd.
--------------------------------------------------------------------------------
Andrew J. Maffey
--------------------------------------------------------------------------------
Bank Sal. Oppenheim jr. & Cie (Switzerland) Limited
--------------------------------------------------------------------------------
BayStar Capital II, L.P.
--------------------------------------------------------------------------------
Bristol Investment Fund, Ltd.
--------------------------------------------------------------------------------
BSI New BioMedical Frontier (SICAV)
--------------------------------------------------------------------------------
BSI SA
--------------------------------------------------------------------------------
Capital Ventures International
--------------------------------------------------------------------------------
Castle Creek Healthcare Partners LLC
--------------------------------------------------------------------------------
Centrum Bank AG
--------------------------------------------------------------------------------
Christopher P. Baker
--------------------------------------------------------------------------------
Clariden Investments Ltd.
--------------------------------------------------------------------------------
Crescent International Ltd
--------------------------------------------------------------------------------
Crestview Capital Master, LLC
--------------------------------------------------------------------------------
E Todd Tracy
--------------------------------------------------------------------------------
Enable Growth Partners
--------------------------------------------------------------------------------
Gamma Opportunity Capital Partners, LP
--------------------------------------------------------------------------------
Gene Salkind, MD
--------------------------------------------------------------------------------
Greenwich Growth Fund Limited
--------------------------------------------------------------------------------
James Ladner
--------------------------------------------------------------------------------
JIBS Equities
--------------------------------------------------------------------------------
Kenneth Greif
--------------------------------------------------------------------------------
Laddcap Value Partners LP
--------------------------------------------------------------------------------
LB (Swiss) Privatbank AG
--------------------------------------------------------------------------------
Lilienthal Investment Foundation
--------------------------------------------------------------------------------
Longview Fund, LP
--------------------------------------------------------------------------------
Michael Loew
--------------------------------------------------------------------------------
North Sound Legacy Fund LLC
--------------------------------------------------------------------------------
North Sound Legacy Institutional Fund LLC
--------------------------------------------------------------------------------
North Sound Legacy International Ltd
--------------------------------------------------------------------------------
OTAPE Investments LLC
--------------------------------------------------------------------------------
Paul Scharfer
--------------------------------------------------------------------------------
Peter Levitch
--------------------------------------------------------------------------------
Platinum Long Term Growth
--------------------------------------------------------------------------------
ProMed Offshore Fund, Ltd.
--------------------------------------------------------------------------------
ProMed Partners II, L.P.
--------------------------------------------------------------------------------
ProMed Partners, L.P.
--------------------------------------------------------------------------------
RHP Master Fund, Ltd.
--------------------------------------------------------------------------------
Richard Reiss
--------------------------------------------------------------------------------
Ritchie Long/Short Trading Ltd.
--------------------------------------------------------------------------------
Robert J. and Sandra S. Neborsky JTWROS
--------------------------------------------------------------------------------
Robert J. Neborsky, MD, Inc. Combination Retirement Trust U/T/A 11/30/82
--------------------------------------------------------------------------------
Robert Wexler
--------------------------------------------------------------------------------
Roland Hartman
--------------------------------------------------------------------------------
Saad Investments Company Limited
--------------------------------------------------------------------------------
Schroder & Co Bank AG
--------------------------------------------------------------------------------
SDS Capital Group SPC, Ltd.
--------------------------------------------------------------------------------
Sean M. Quinn
--------------------------------------------------------------------------------
SF Capital Partners Ltd.
--------------------------------------------------------------------------------
Stonestreet LP
--------------------------------------------------------------------------------
Sunrise Overseas, Ltd.
--------------------------------------------------------------------------------
TCMP3 Partners
--------------------------------------------------------------------------------
Wayne Saker
--------------------------------------------------------------------------------
Whalehaven Fund Limited
--------------------------------------------------------------------------------
William B. Newman
--------------------------------------------------------------------------------
Xmark Fund, L.P.
--------------------------------------------------------------------------------
Xmark Fund, LTD

                                       13