Exhibit
      4.1

     

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

     

    AVAX
      TECHNOLOGIES, INC.

     

    Warrant
      for the Purchase

    of
      Shares of Common Stock

     

            
      , 2008

     

    Holder: 

     

    Holder’s
      Address: 

     

    FOR
      VALUE RECEIVED,
      AVAX
      TECHNOLOGIES, INC., a Delaware corporation (the “Company”),
      hereby certifies that the above-named holder (the “Holder”),
      its
      designee or its permitted assigns is entitled to purchase from the Company,
      at
      any time or from time to time commencing on the date hereof and prior to 5:00
      P.M., New York City time, October 24, 2013, up
      to
      [____] fully paid and non-assessable shares of common stock (subject to
      adjustment), $.004 par value per share, of the Company for $0.10 per share
      (subject to adjustment) at an aggregate purchase price of $[_____] . This
      Warrant, all similar Warrants issued by the Company in October 2008 pursuant
      to
      the Convertible Note and Warrant Purchase Agreement dated as of October 24,
      2008
      (the “Agreement”), and all Warrants hereafter issued in exchange or substitution
      for this Warrant or similar Warrants are referred to as the “Warrants;”
common
      stock, $.004 par value per share, of the Company, is referred to as the
“Common
      Stock;”
the
      shares of the Common Stock purchasable hereunder are referred to as the
“Warrant
      Shares;”
the
      aggregate purchase price payable for the Warrant Shares purchasable hereunder
      is
      referred to as the “Aggregate
      Warrant Price;”
the
      price payable (initially $0.10 per share, subject to adjustment) for each of
      the
      Warrant Shares is referred to as the “Per
      Share Warrant Price;”
and
      the
      holder of this Warrant is referred to as the “Holder.”
The
      Aggregate Warrant Price is not subject to adjustment.

     

    1.
      Exercise
      of Warrant.
      (a)
      This Warrant may be exercised in whole at any time, or in part from time to
      time, commencing on the date hereof and prior to 5:00 P.M., New York City time,
      on October 24, 2013, by the Holder by the surrender of this Warrant (with the
      subscription form at the end hereof duly executed) at the address set forth
      in
      Section 9(a), together with proper payment of the Aggregate Warrant Price,
      or
      the proportionate part thereof if this Warrant is exercised in part, with
      payment for the Warrant Shares made by certified or official bank check payable
      to the order of the Company.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

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

     

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

     

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

     

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


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)
      In
      the case of any capital reorganization or reclassification, or any consolidation
      or merger to which the Company is a party, other than a merger or consolidation
      in which the Company is the continuing corporation, or in the case of any sale
      or conveyance to another entity of the property of the Company as an entirety
      or
      substantially as an entirety, or in the case of any statutory exchange of
      securities with another corporation (including any exchange effected in
      connection with a merger of a third corporation into the Company), the Holder
      will have the right thereafter to receive on the exercise of the Warrant the
      kind and amount of securities, cash or other property that the Holder would
      have
      owned or have been entitled to receive immediately after such reorganization,
      reclassification, consolidation, merger, statutory exchange, sale or conveyance
      had the Warrant been exercised immediately prior to the effective date of the
      reorganization, reclassification, consolidation, merger, statutory exchange,
      sale or conveyance and in any such case, if necessary, appropriate adjustment
      shall be made in the application of the provisions set forth in this Section
      3
      with respect to the rights and interests thereafter of the Holder to the end
      that the provisions set forth in this Section 3 shall thereafter correspondingly
      be made applicable, as nearly as may reasonably be, in relation to any shares
      of
      stock or other securities thereafter deliverable on the exercise of the Warrant.
      Notice of any such reorganization, reclassification, consolidation, merger,
      exchange, sale or conveyance shall be mailed to the Holders not less than 30
      days prior to such event. The above provisions of this Section 3(b) shall
      similarly apply to successive reorganizations, reclassifications,
      consolidations, mergers, statutory exchanges, sales or conveyances. The Company
      shall require the issuer of any shares of stock or other securities or property
      thereafter deliverable on the exercise of the Warrants to be responsible for
      all
      of the agreements and obligations of the Company hereunder.

     

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

     

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


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

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

     

    (e)
      If
      the Company issues additional shares of Common Stock or rights, warrants,
      options or other securities or debt convertible, exercisable or exchangeable
      for
      shares of Common Stock or otherwise entitling any person to acquire shares
      of
      Common Stock, other than as described in Section 3(c) above (collectively,
      “Common
      Stock Equivalents”)
      on or
      before the date that is three years from the date hereof, at a price (exclusive
      of commissions payable by the Company in connection therewith) per share of
      Common Stock less than the Per Share Warrant Price (as adjusted hereunder to
      such date), then the Per Share Warrant Price shall be reduced to such price.
      For
      purposes of this paragraph, in connection with any issuance of any Common Stock
      Equivalents, (A) the maximum number of shares of Common Stock potentially
      issuable at any time upon conversion, exercise or exchange of such Common Stock
      Equivalents (the “Deemed
      Number”)
      shall
      be deemed to be outstanding upon issuance of such Common Stock Equivalents,
      (B)
      the Effective Price applicable to such Common Stock shall equal the minimum
      dollar value of consideration payable to the Company to purchase such Common
      Stock Equivalents and to convert, exercise or exchange them into Common Stock
      (net of any discounts, fees, commissions and other expenses), divided by the
      Deemed Number, and (C) no further adjustment shall be made to the Per Share
      Warrant Price upon the actual issuance of Common Stock upon conversion, exercise
      or exchange of such Common Stock Equivalents.

     

    If
      the
      Company issues Common Stock Equivalents with an Effective Price or a number
      of
      underlying shares that floats or resets or otherwise varies or is subject to
      adjustment based (directly or indirectly) on market prices of the Common Stock
      (a “Floating
      Price Security”),
      then
      for purposes of applying the preceding paragraph in connection with any
      subsequent conversion, the Effective Price will be determined separately on
      each
      exercise date hereof and will be deemed to equal the lowest Effective Price
      at
      which any holder of such Floating Price Security is entitled to acquire Common
      Stock on such exercise date (regardless of whether any such holder acquires
      any
      shares on such date).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.
      Registration
      Under Securities Act of 1933.
      The
      Holder shall have the right to participate in the registration rights described
      in the Agreement. By acceptance of this Warrant, the Holder agrees to comply
      with the registration right provisions of the Agreement to the same extent
      as if
      it were a party thereto.

     

    6.
      Investment
      Intent; Limited Transferability.
      (a) The
      Holder represents, by accepting this Warrant, that it understands that this
      Warrant and any securities obtainable upon exercise of this Warrant have not
      been registered for sale under United States federal or state securities laws
      and are being offered and sold to the Holder pursuant to one or more exemptions
      from the registration requirements of such securities laws. In the absence
      of an
      effective registration of such securities or an exemption therefrom, any
      certificates for such securities shall bear the legend set forth on the first
      page hereof. The Holder understands that it must bear the economic risk of
      its
      investment in this Warrant and any securities obtainable upon exercise of this
      Warrant for an indefinite period of time, as this Warrant and such securities
      have not been registered under United States federal or state securities laws
      and therefore cannot be sold unless subsequently registered under such laws,
      unless an exemption from such registration is available.

     

    (b)
      The
      Holder, by its acceptance of this Warrant, represents to the Company that it
      is
      acquiring this Warrant and will acquire any securities obtainable upon exercise
      of this Warrant for its own account, or for the account of its customers, each
      of whom is an “accredited investor,” within the meaning of Regulation D of the
      Securities Act of 1933, as amended (the “Securities Act”) for investment and not
      with a view to, or for sale in connection with, any distribution thereof in
      violation of the Securities Act. The Holder agrees that this Warrant and any
      such securities will not be sold or otherwise transferred unless (i) a
      registration statement with respect to such transfer is effective under the
      Securities Act and any applicable state securities laws or (ii) such sale or
      transfer is made pursuant to one or more exemptions from the Securities
      Act.

     

    (c)
      This
      Warrant may not be sold, transferred, assigned or hypothecated by the Holder
      except in compliance with the provisions of the Securities Act and the
      applicable state securities “blue sky” laws, and is transferable only upon the
      books of the Company, which it shall cause to be maintained for such purpose.
      The Company may treat the registered Holder of this Warrant as he, she or it
      appears on the Company’s books at any time as the Holder for all purposes. The
      Company shall permit any Holder of a Warrant or his duly authorized attorney,
      upon written request during ordinary business hours, to inspect and copy or
      make
      extracts from its books showing the registered holders of Warrants. All Warrants
      issued upon the transfer or assignment of this Warrant will be dated the same
      date as this Warrant, and all rights of the holder thereof shall be identical
      to
      those of the Holder.

     

    7.
      Loss,
      etc., of Warrant.
      Upon
      receipt of evidence satisfactory to the Company of the loss, theft, destruction
      or mutilation of this Warrant, and of indemnity reasonably satisfactory to
      the
      Company, if lost, stolen or destroyed, and upon surrender and cancellation
      of
      this Warrant, if mutilated, the Company shall execute and deliver to the Holder
      a new Warrant of like date, tenor and denomination.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    8.
      Warrant
      Holder Not Stockholder.
      This
      Warrant does not confer upon the Holder any right to vote on or consent to
      or
      receive notice as a stockholder of the Company, as such, in respect of any
      matters whatsoever, nor any other rights or liabilities as a stockholder, prior
      to the exercise hereof; this Warrant does, however, require certain notices
      to
      Holders as set forth herein.

     

    9.
      Communication.
      Any
      notice or other communication shall be effective and shall be deemed to have
      been given if, the same is in writing and is mailed by first-class mail, postage
      prepaid, addressed to:

     

    (a)
      the
      Company at AVAX Technologies, Inc., 2000 Hamilton Street, Suite 204,
      Philadelphia, PA 10130, Attn: Francois Martelet, or such other address as the
      Company has designated in writing to the Holder, or

     

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

     

    10.
      Headings.
      The
      headings of this Warrant have been inserted as a matter of convenience and
      shall
      not affect the construction hereof.

     

    11.
      Applicable
      Law.
      This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of Delaware without giving effect to the principles of conflicts of law
      thereof.

     

    12.
      Amendment,
      Waiver, etc.
      Except
      as expressly provided herein, neither this Warrant nor any term hereof may
      be
      amended, waived, discharged or terminated other than by a written instrument
      signed by the party against whom enforcement of any such amendment, waiver,
      discharge or termination is sought; provided, however, that any provisions
      hereof may be amended, waived, discharged or terminated upon the written consent
      of the Company and the Holder.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

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


     

    
      	 	
              AVAX
                TECHNOLOGIES, INC.

            
	 	 
	 	
              By:

            	      

	 	 	
              Name:

            
	 	 	
              Title:

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXERCISE
      OF WARRANT

     

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


     

    
      	
              Dated:

            	 	 	 	
              Signature:

            	 	 
	 	 	 	 	 
	 	 	 	 	
              Address:

            	 	 


    

     

    ASSIGNMENT

     

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

     

    
      	
              Dated:

            	 	 	 	
              Signature:

            	 	 
	 	 	 	 	 
	 	 	 	 	
              Address:

            	 	 


    

     

    PARTIAL
      ASSIGNMENT

     

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


     

    
      	
              Dated:

            	 	 	 	
              Signature:

            	 	 
	 	 	 	 	 
	 	 	 	 	
              Address: