Exhibit
      10.1

    


    AVAX
      TECHNOLOGIES, INC.

     

    CONVERTIBLE
      NOTE AND WARRANT 

    PURCHASE
      AGREEMENT

     

    Dated
      as of October 24, 2008



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    AVAX
      TECHNOLOGIES, INC.

    


    CONVERTIBLE 
      NOTE
      AND WARRANT 

    PURCHASE
      AGREEMENT

     

    October
      24, 2008

     

    To
      the Purchasers Listed on the Signature Pages Hereto:

    


    Ladies
      and Gentlemen:

     

    AVAX
      Technologies, Inc., a Delaware corporation (the “Company”), proposes, subject to
      the terms and conditions contained herein, to sell to the Purchasers listed
      on
      the signature pages hereto (individually, a “Purchaser” and collectively the
“Purchasers”), up to $1,500,000 aggregate principal amount of the Company’s 6%
      Convertible Notes Due December 31, 2008 (individually, a “Note” and
      collectively, the “Notes”) and warrants to purchase up to 15, fully paid and
      non-assessable shares of common stock, par value $.004 per share, of the Company
      (the “Common Stock”) for $0.10 per share (individually a “Warrant” and
      collectively, the “Warrants”) pursuant to this Convertible Note and Warrant
      Purchase Agreement (the “Agreement”).  The Notes will be convertible into
      shares of Common Stock or other securities of the Company, as more fully
      described therein.

     

    The
      sale
      of the Notes and Warrants to the Purchasers will be made without registration
      of
      the Notes or Warrants under the Securities Act of 1933, as amended (the
“Securities Act”) in reliance upon an exemption from the registration
      requirements of the Securities Act.

     

    Section
      1.  Purchase
      and Sale of Notes and Warrants. 
      Subject to the terms and conditions of this Agreement, the Company will issue
      and sell to the Purchasers, and the Purchasers will purchase from the Company
      (i) a Note at a purchase price of 100% of the principal amount of the Note
      (the
“Purchase Price”) and (ii) a Warrant. The Purchase Price is set forth on that
      Purchaser’s signature page, and the number of shares of Common Stock subject to
      the Warrant issued to each Purchaser is set forth on the signature page for
      that
      Purchaser. The Note, the Warrants and the equity securities issuable upon
      conversion or exercise thereof are collectively referred to herein as the
“Securities.”

     

    Section
      2. Closing. 
      The closing (the “Closing”) of the purchase and sale of each Note and the
      Warrant (the “Transaction”) will take place by telephone, facsimile and express
      mail on such date as each Purchaser and the Company may agree, provided that
      no
      Notes or Warrants may be issued by the Company pursuant to this Agreement after
      [_____], 2008 or for an aggregate principal amount of Notes of less than
      $1,500,000. The date of the Closing for each Purchaser is referred to as the
      “Closing Date.”  At the Closing, each Purchaser shall deliver to the
      Company, by check or wire transfer of immediately available funds to the
      Company’s bank account, the Purchase Price, and the Company shall issue and
      deliver to each Purchaser a Note and a Warrant against payment of the Purchase
      Price. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section
      3. Conditions
      to the Obligations of Purchaser at Closing. 
      The obligation of each Purchaser to purchase and pay for the Note and the
      Warrant at Closing is subject to the satisfaction on or prior to the Closing
      Date of the following conditions, each of which may be waived by a
      Purchaser:

     

    3.1
      Representations and Warranties. 
      The representations and warranties of the Company contained in Section 6 must
      be
      true and correct in all material respects on and as of the Closing Date except
      to the extent that the representations and warranties relate solely to an
      earlier date in which case the representations and warranties must be true
      and
      correct in all material respects on and as of such earlier date.

     

    3.2 Performance
      of Covenants. 
      The Company will have performed or complied in all material respects with all
      covenants and agreements required to be performed by it on or prior to the
      Closing pursuant to this Agreement.

     

    3.3 No
      Injunctions; etc. 
No
      court or governmental injunction, order or decree prohibiting the purchase
      and
      sale of the Note and Warrant will be in effect.  There will not be in
      effect any law, rule or regulation prohibiting or restricting the sale or
      requiring any consent or approval of any person that has not been obtained
      which
      prohibits the consummation of any of the transactions contemplated by this
      Agreement.

     

    3.4 Closing
      Documents. 
      The Company will have delivered to the Purchaser (a) a certificate of the
      Corporate Secretary of the Company, dated as of the first Closing Date,
      certifying (i) the attached are true and complete copies of the Certificate
      of
      Incorporation and Bylaws of the Company, as in effect on the date of such
      certification; and (ii) the attached are true and complete copies of the
      resolutions of the Board of Directors of the Company authorizing the execution,
      delivery and performance of this Agreement, the Notes and the Warrants as in
      effect on the date of such certification.

     

    3.5 Waivers
      and Consents. 
      The Company will have obtained all consents and waivers necessary to execute
      and
      deliver this Agreement and all related documents and agreements and to issue
      and
      deliver the Note and the Warrant, and all consents and waivers will be in full
      force and effect.

     

    3.6 Satisfaction
      of Purchaser. 
      All proceedings to be taken in connection with the Transaction are to be
      consummated at or prior to the Closing, and all documents incidental thereto
      shall be reasonably satisfactory in form and substance to Purchaser and its
      counsel, and Purchaser and its counsel shall have received copies of all
      documents and information which it may have reasonably requested in connection
      with the Transaction and of all corporate proceedings in connection therewith,
      in form and substance reasonably satisfactory to Purchaser and its
      counsel.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section
      4.  Conditions to the Obligations of the Company at
      Closing. 
      The obligation of the Company to issue and sell the Note and the Warrant to
      the
      Purchaser at Closing is subject to the satisfaction on or prior to the Closing
      Date of the following conditions, each of which may be waived by the
      Company:

     

    4.1 Representations
      and Warranties. 
      The representations and warranties of the Purchaser contained in this Agreement
      must be true and correct in all material respects as of the Closing
      Date.

     

    4.2 No
      Injunctions. 
No
      court or governmental injunction, order or decree prohibiting the purchase
      or
      sale of the Note and Warrant will be in effect.

     

    Section
      5.  Representations and Warranties of Purchaser. 
      Each Purchaser represents and warrants to the Company that:

     

    5.1 
      Authority, etc. 
      Purchaser has the power and authority to execute and deliver this Agreement
      and
      to perform its obligations hereunder.  The execution and delivery by
      Purchaser of this Agreement and the consummation of the transactions
      contemplated hereby have been duly authorized by all necessary corporate or
      other action on the part of Purchaser.  If Purchaser is an individual,
      Purchaser has the legal capacity to enter into this Agreement.  This
      Agreement constitutes a legal, valid and binding obligation of Purchaser,
      enforceable against Purchaser in accordance with its terms, subject to laws
      of
      general application relating to bankruptcy, insolvency and the relief of debtors
      and rules of law governing specific performance, injunctive relief or other
      equitable remedies, and to limitations of public policy.

    


    5.2 Reliance
      on Exemptions.
      Purchaser understands that the Securities are being offered and sold to it
      in
      reliance on specific exemptions from the registration requirements of United
      States federal and state securities laws and that the Company is relying in
      part
      upon the truth and accuracy of, and such Purchaser's compliance with, the
      representations, warranties, agreements, acknowledgments and understandings
      of
      such Purchaser set forth in this Agreement in order to determine the
      availability of such exemptions and the eligibility of such Purchaser to acquire
      the Securities.

    


    5.3 
      Legends. Purchaser
      understands that the Notes and the Warrants and any securities issued in respect
      of or exchange for the Notes and the Warrants, may bear one or all of the
      following legends:

    


    (a) “THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH
      A
      VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE
      OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
      RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY
      THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF
      1933.”


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Any
      legend required by the securities laws of any state to the extent such laws
      are
      applicable to the shares represented by the certificate so
      legended.

    


    5.4
      Accredited
      Investor. 
      Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D
      under the Securities Act.  Purchaser is acquiring the Securities for its
      own account and not with a present view to, or for sale in connection with,
      any
      distribution thereof in violation of the registration requirements of the
      Securities Act. The Purchaser has such knowledge and experience in financial,
      tax, and business matters, including, without limitation, experience in
      investments by actual participation, so as to enable it to utilize the
      information made available to it in connection with the Agreement, to evaluate
      the merits and risks of an investment in the Securities and to make an informed
      investment decision with respect thereto. 

     

    5.5 Access
      to Information. 
      Purchaser acknowledges that it has been afforded (i) the opportunity to ask
      the
      questions it deemed necessary of, and to receive answers from, representatives
      of the Company concerning the Company and the terms and conditions of the
      Transaction; and (ii) the opportunity to request such additional information
      concerning the Company as the Company possesses or can acquire without
      unreasonable effort or expense.

     

    5.6 
      No General Solicitation. 
      Purchaser is not purchasing the Note and the Warrant as a result of any
      advertisement, article, notice or other communication published in a newspaper
      or magazine or similar media or broadcast over television or radio, whether
      closed circuit, or generally available, or any seminar, meeting or other
      conference whose attendees were invited by any general solicitation or general
      advertising.

    


    5.7 Ability
      to Bear Economic Risk. Purchaser
      acknowledges that investment in the Securities involves a high degree of risk,
      and represents that it is able, without materially impairing its financial
      condition, to hold the Securities for an indefinite period of time and to suffer
      a complete loss of its investment.

    


    5.8 Risk
      Factors. Purchaser
      has carefully considered the potential risks relating to the Company and the
      Securities. Purchaser fully understands that the Company is a development stage
      company and that the Company is subject to all of the risks inherent in any
      development stage company. Purchaser understands that Purchaser’s investment in
      the Securities is a speculative investment which involves a high degree of
      risk
      of loss of the Purchaser’s entire investment. Purchaser understands that the
      Company has made no assurance that there will be any future financings or
      liquidity in the Company. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section
      6. Representations and Warranties of the Company. 
      The Company represents and warrants to each Purchaser that as of the date hereof
      and the Closing Date:

     

    6.1 Organization,
      Good Standing and Qualification. 
      The Company is a corporation duly organized, validly existing and in good
      standing under the laws of the State of Delaware.  The Company has full
      corporate power and authority to own and hold its properties and to conduct
      its
      business.  The Company is duly licensed and qualified to do business, and
      in good standing, in each jurisdiction in which the nature of its business
      requires licensing, qualification or good standing, except for any failure
      to be
      so licensed or qualified or in good standing that would not have a material
      adverse effect on the Company or its business, properties, prospects, results
      of
      operations, assets, condition (financial or otherwise), or on its ability to
      perform its obligations under this Agreement.

     

    6.2
      Corporate Power, Authorization; Enforceability. 
      (a) The Company has full corporate power and authority to execute, deliver
      and
      enter into this Agreement and to consummate the transactions contemplated
      hereby.  All action on the part of the Company, its directors or
      stockholders necessary for the authorization, execution, delivery and
      performance of this Agreement by the Company, the authorization, sale, issuance
      and delivery of the Securities contemplated hereby and the performance of the
      Company’s obligations hereunder has been taken.  Each of the Note and the
      Warrant to be purchased on the Closing Date has been duly authorized and, when
      issued in accordance with this Agreement, will constitute a legal, valid and
      binding obligation of the Company, enforceable against the Company in accordance
      with its terms and will not be subject to any preemptive rights or other similar
      rights of stockholders of the Company.  This Agreement has been duly
      executed and delivered by the Company and constitutes a legal, valid and binding
      obligation of the Company, enforceable against the Company in accordance with
      its terms, subject to laws of general application relating to
      bankruptcy, insolvency and the relief of debtors and rules of law governing
      specific performance, injunctive relief or other equitable remedies, and to
      limitations of public policy.

     

    (b) 
      When the Note and the Warrant are delivered and paid for pursuant to this
      Agreement on the Closing Date, the Note will be convertible into Common Stock
      or
      other securities of the Company in accordance with its terms and the Warrant
      will be exercisable for shares of Common Stock in accordance with its terms;
      the
      Common Stock initially issuable upon conversion of the Note and upon exercise
      of
      the Warrant has been duly authorized and reserved for issuance upon such
      conversion or exercise and, when and if issued upon such conversion of the
      Note
      or exercise of the Warrant, will be validly issued, fully paid and
      nonassessable, and the stockholders of the Company have no preemptive rights
      with respect to the Securities.

     

    6.3 
      Financial Statements and SEC Documents. 
      (a) Included in the Company’s Form 10-K for the year ended December 31,
      2007, are true and complete copies of the audited consolidated balance sheet
      (the “Balance Sheet”) of the Company as of December 31, 2007, and the
      related audited consolidated statements of operations, stockholders’ equity and
      cash flows for the years ended December 31, 2007 and 2006 and for the
      period from January 12, 1990 (incorporation) to December 31, 2007 (the “Audited
      Financial Statements”), accompanied by the report of Briggs, Bunting &
Dougherty, LLP with respect to the years ended December 31, 2007 and 2006. 
The Company’s Quarterly Reports on Form 10-Q for the quarter ended
      March 31, 2008 is available to the Purchaser on the Securities and Exchange
      Commission’s (the “SEC”) EDGAR System.  Included in the Quarterly Report
      are the requisite unaudited consolidated balance sheets of the Company and
      the
      related unaudited consolidated statements of operations and statements of cash
      flows (the “Unaudited Financial Statements,” and together with the “Audited
      Financial Statements,” the “Financial Statements”).  The Financial
      Statements have been prepared in accordance with generally accepted accounting
      principles, applied consistently with the past practices of the Company (except
      as may be indicated in the notes thereto), and as of their respective dates,
      fairly present, in all material respects, the financial position of the Company
      and the results of its operations as of the time and for the periods indicated
      therein.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (b) 
      A copy of each report, schedule, effective registration statement and definitive
      proxy statement filed by the Company with the SEC (as the documents may have
      been amended since the time of their filing, the “SEC Documents”), has also been
      made available to the Purchaser via the SEC’s EDGAR System.  As of their
      respective filing dates, each SEC Document complied in all material respects
      with the requirements of the Securities Act or the Securities Exchange Act
      of
      1934, as amended (the “Exchange Act”), as applicable, and the rules and
      regulations of the SEC thereunder applicable to the SEC Document.  The SEC
      Documents, taken as a whole, neither contain any untrue statement of a material
      fact nor omit to state any material fact required to be stated therein or
      necessary to make the statements therein, in light of the circumstances under
      which they were made, not misleading.

     

    6.4 
      Material Misstatements. 
      The information contained in the SEC Documents, including the Financial
      Statements, does not contain an untrue statement of a material fact or omit
      to
      state a material fact necessary in order to make the statements made herein
      and
      therein, in light of the circumstances under which they were made, not
      misleading.

     

    6.5 No
      Integration. 
      Neither the Company, nor any of its affiliates, nor any person acting on their
      behalf, has directly or indirectly made any offers or sales of any security
      or
      solicited any offers to buy any security under circumstances that would prevent
      the parties hereto from consummating the transactions contemplated hereby
      pursuant to an exemption from registration under the Securities Act pursuant
      to
      the provisions of Regulation D.  The transactions contemplated hereby are
      exempt from the registration requirements of the Securities Act, assuming
      the accuracy of the representations and warranties herein contained of Purchaser
      to the extent relevant for such determination.  The issuance of the
      Securities to the Purchaser will not be integrated with any other issuance
      of
      the Company’s securities (past or current) that requires stockholder consent or
      that would result in a violation of the Securities Act.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    6.6 
      Litigation. 
      Except as set forth in the SEC Documents and updates provided by the Company
      to
      the Purchaser, there is no material action, suit, proceeding, inquiry or
      investigation before or by any court, public board, governmental agency or
      authority, or self-regulatory organization or body pending or threatened against
      or affecting the Company or any of its directors or officers in their capacities
      as such.

      

    Section
      7. Covenants of the Company. 
      The Company covenants and agrees as follows:

     

    7.1 Reporting
      Status. 
So
      long as the Company is subject to the reporting requirements of the Exchange
      Act, the Company will use its best efforts to file timely all reports required
      to be filed with the SEC pursuant to the Exchange Act.

     

    7.2 
      Form D. 
      The Company will file a Form D within 15 days of the Closing Date with respect
      to the Note and the Warrant with the SEC as required under Regulation D under
      the Securities Act, and will provide a copy thereof to the
      Purchaser.

     

    7.3 
      Integration. 
      The Company will insure that the issuance of the Note and the Warrant to the
      Purchaser will not be integrated with any other issuance of the Company’s
      securities in the future, which requires stockholder approval or which would
      result in a violation of the Securities Act.

     

    7.4 Offering
      of Securities. 
      The Company will use its reasonable efforts to close an offering of securities
      on or before November 15, 2008, in which the gross proceeds to the Company
      are
      not less than $15,000,000 (the “Offering”).  Upon the closing of the
      Offering, the Note will automatically convert into shares of Common Stock or
      the
      other securities issued in the Offering, in accordance with the terms of the
      Note.

     

    Section
      8. Survival of Representations and Warranties. 
      Notwithstanding any investigation made by any party to this Agreement, all
      representations and warranties made by the Company and the Purchaser herein
      and
      in the Note and the Warrant delivered pursuant hereto, shall survive for a
      period of one year after the Closing Date and shall thereupon expire together
      with the associated right to indemnification pursuant to Section 10(a)(iv),
      unless a claim for indemnification (whether or not fixed as to liability or
      liquidated as to amount) shall be made with respect thereto prior to the end
      of
      such period, in which case such representation or warranty with respect to
      which
      such claim has been made, and the associated right to indemnification shall
      survive until such claim is satisfied, settled or dismissed.

      

    Section
      9.  Registration Rights.  

    


    9.1 In
      connection with the Offering, the Company anticipates filing a registration
      statement with the SEC to register for reoffering and resale the securities
      sold
      by the Company in the Offering.  Upon completion of the Offering, the
      Purchaser shall have the right, upon the same terms as the investors in the
      Offering, to include in any registration statement of the Company filed in
      connection therewith, all of the Registrable Securities held by the
      Purchaser.  For the purposes of this Agreement, “Registrable Securities”
means the Common Stock or other securities of the Company issuable upon
      conversion of the Note and the Common Stock issuable upon exercise of the
      Warrant.  


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    9.2 If
      the
      Offering has not been completed by January 1, 2009, or if the Offering has
      been
      completed by such date but does not obligate the Company to register the
      securities issued thereby with the SEC, at any time thereafter, Purchasers
      holding at least one-third of the Registrable Securities (including for this
      purpose, the Registrable Securities issuable upon conversion of any Notes and
      exercise of any Warrants held by such Purchasers) may demand, and Company shall
      be required to (i) use all reasonable efforts to conduct an offering of the
      Registrable Securities in which such Registrable Securities are sold to an
      underwriter for reoffering to the public, and (ii) upon written request of
      Purchasers holding at least one-third of the Registrable Securities (including
      for this purpose, the Registrable Securities issuable upon conversion of any
      Notes and exercise of any Warrants held by such Purchasers) (the “Registration
      Request”), that the Company prepare, and, as soon as practicable but in no event
      later than 90 days after the date of the Registration Request (the “Filing
      Deadline”), file with the SEC a Registration Statement on Form S-3 covering the
      resale of all of the Registrable Securities. In the event that Form S-3 is
      unavailable for such a registration, the Company shall use such other form
      as is
      available for such a registration. Any registration statement prepared pursuant
      hereto (including (in each case) the prospectus, amendments and supplements
      to
      such registration statement or prospectus, including pre- and post-effective
      amendments, all exhibits thereto, and all material incorporated by reference
      or
      deemed to be incorporated by reference in such registration statements, the
      “Registration Statement”) shall register for resale all Registrable Securities
      held by Purchaser. The Company shall use all reasonable efforts to have the
      Registration Statement declared effective by the SEC as soon as practicable,
      but
      in no event later than the date that is 120 days after Filing Deadline (the
      “Effectiveness Deadline”). The Company shall use commercially reasonable efforts
      to keep the Registration Statement continuously effective under the Securities
      Act until the fifth anniversary of the date such Registration Statement is
      declared effective by the SEC or such earlier date when all Registrable
      Securities covered by such Registration Statement have been sold publicly or
      may
      be sold pursuant to paragraph (k) of Rule 144 (the “Effectiveness
      Period”).

    


    9.3 If
      at any
      time the SEC takes the position that the offering of some or all of the
      Registrable Securities in a Registration Statement is not eligible to be made
      on
      a delayed or continuous basis under the provisions of Rule 415 as a result
      of a
      characterization by the SEC of the transaction described by the Registration
      Statement as a primary offering by the Company, the Company shall use all
      reasonable efforts to persuade the SEC that the offering contemplated by the
      Registration Statement is a valid secondary offering and not an offering “by or
      on behalf of the issuer” as defined in Rule 415. In the event that, despite the
      Company’s reasonable efforts and compliance with the terms of this Section 9,
      the SEC refuses to alter its position, the Company shall, upon obtaining consent
      of the Purchasers of a majority of the Registrable Securities participating
      in
      the Registration Statement, (i) remove from the Registration Statement such
      portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree
      to such restrictions and limitations on the registration and resale of the
      Registrable Securities as the SEC may require to assure the Company’s compliance
      with the requirements of Rule 415. Any Registrable Securities not able to be
      included in a Registration Statement filed pursuant to this Section 9 shall
      reduce the number of Registrable Securities of each Holder covered by such
      Registration Statement on a pro-rata
      basis
      based on the number of Registrable Securities purchased by each such Holder
      and
      the Company shall have no liability to any Holder as a result of the
      Registration Statement covering less than all of the Registrable Securities
      under the circumstances described in this proviso. Within 9 months, or such
      earlier time as permitted by the SEC, of the initial registration filed
      hereunder being declared effective, the Company shall file an additional
      registration statement containing the Cut Back Shares. With regard to the new
      Registration Statement, all of the provisions of this Section 9 shall again
      be
      applicable to the Cut Back Shares.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.4 In
      connection with the Company's registration obligations hereunder, the Company
      shall:

     

    (a)
       (i)
      Prepare and file with the SEC such amendments, including post-effective
      amendments, to each Registration Statement and the prospectus used in connection
      therewith as may be necessary to keep the Registration Statement continuously
      effective as to the applicable Registrable Securities for the Effectiveness
      Period and prepare and file with the SEC such additional Registration Statements
      in order to register for resale under the Securities Act all of the 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; (iii) respond as promptly as reasonably possible,
      and in any event within twenty-one days, to any comments received from the
      SEC
      with respect to the Registration Statement or any amendment thereto and as
      promptly as reasonably possible provide the Purchasers true and complete copies
      of all correspondence from and to the SEC 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
      Purchasers thereof set forth in the Registration Statement as so amended or
      in
      such prospectus as so supplemented.

     

    (c)
       Use
      commercially reasonable efforts to avoid the issuance of or, if issued, obtain
      the withdrawal of (i) any order suspending the effectiveness of any Registration
      Statement, or (ii) any suspension of the qualification (or exemption from
      qualification) of any of the Registrable Securities for sale in any
      jurisdiction, as soon as possible.

     

    (e)
       Furnish
      to each Purchaser, without charge, at least one conformed copy of each
      Registration Statement and each amendment thereto, including financial
      statements and schedules, all documents incorporated or deemed to be
      incorporated therein by reference, and all exhibits to the extent requested
      by
      such Purchaser (including those previously furnished or incorporated by
      reference) promptly after the filing of such documents with the
      SEC.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (f)
       Promptly
      deliver to each Purchaser, without charge, as many copies of the prospectus
      or
      prospectuses (including each form of prospectus) as such Purchaser may
      reasonably request. The Company hereby consents to the use of such prospectus
      by
      each of the selling Purchasers in connection with the offering and sale of
      the
      Registrable Securities covered by such prospectus.

     

    (g)
       (i)
      In
      the time and manner required by the Over the Counter Bulletin Board, or any
      national securities exchange, market or trading or quotation facility on which
      the Common Stock is then listed or quoted (each a “Trading Market”), prepare and
      file with such Trading Market an additional shares listing application covering
      all of the Registrable Securities; (ii) take all steps necessary to cause such
      Registrable Securities to be approved for listing on each Trading Market as
      soon
      as possible thereafter; (iii) provide to the Purchasers evidence of such
      listing; and (iv) maintain the listing of such Registrable Securities on each
      such Trading Market.

     

    (h)
       Prior
      to
      any public offering of Registrable Securities, use its best efforts to register
      or qualify or cooperate with the selling Purchasers in connection with the
      registration or qualification (or exemption from such registration or
      qualification) of such Registrable Securities for offer and sale under the
      securities or Blue Sky laws of such jurisdictions within the United States
      as
      any Purchaser requests in writing, to keep each such registration or
      qualification (or exemption therefrom) effective during the Effectiveness Period
      and to do any and all other acts or things necessary or advisable to enable
      the
      disposition in such jurisdictions of the Registrable Securities covered by
      a
      Registration Statement; provided
      however,
      that
      the Company shall not be obligated to file any general consent to service of
      process or to qualify as a foreign corporation or as a dealer in securities
      in
      any jurisdiction in which it is not so qualified or to subject itself to
      taxation in respect of doing business in any jurisdiction in which it is not
      otherwise subject.

     

    (i)
       Cooperate
      with the Purchasers to facilitate the timely preparation and delivery of
      certificates representing Registrable Securities to be delivered to a transferee
      pursuant to a Registration Statement, which certificates shall be free, to
      the
      extent permitted by this Agreement, of all restrictive legends, and to enable
      such Registrable Securities to be in such denominations and registered in such
      names as any such Purchasers may request.

     

    (j)
       As
      promptly as reasonably possible, prepare any appropriate supplement or
      amendment, including a post-effective amendment, to the Registration Statement
      or a supplement to the related prospectus or any document incorporated or deemed
      to be incorporated therein by reference, and file any other required document
      so
      that, as thereafter delivered, neither the Registration Statement nor such
      prospectus will contain an untrue statement of a material fact or omit to state
      a 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.

     

    (k)
       Cooperate
      with any due diligence investigation undertaken by the Purchasers in connection
      with the sale of Registrable Securities, including, without limitation, by
      making available any documents and information requested by the Purchasers;
      provided
      however,
      that
      the Company will not deliver or make available to any Purchaser material,
      nonpublic information unless such Purchaser specifically requests in advance
      to
      receive material, nonpublic information in writing.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (l)
       Comply
      with all applicable rules and regulations of the SEC. 

     

    Section
      10.   Indemnification. 
      (a) The Company will indemnify, to the extent permitted by law, the Purchaser
      and each director, officer or controlling person of the Purchaser within the
      meaning of Section 15 of the Securities Act against all losses, claims, damages,
      liabilities and expenses, (or action in respect thereof), including any of
      the
      foregoing incurred in settlement of any litigation, commenced or threatened,
      arising out of or based on (i) any untrue statement or alleged untrue statement
      of a material fact contained in, or information incorporated by reference into,
      any registration statement or prospectus (or any amendment or supplement
      thereto) or any preliminary prospectus prepared in connection with the
      registration contemplated by Section 9, (ii) any omission or alleged omission
      to
      state therein a material fact required to be stated therein or necessary to
      make
      the statements therein not misleading, (iii) any failure by the Company to
      fulfill and perform any agreement, covenant or undertaking herein, or (iv)
      any
      failure or breach of the representations and warranties of the Company set
      forth
      in Section 6 to be accurate as of the date hereof and as of the Closing Date,
      and will promptly reimburse the Purchaser and each director, officer or
      controlling person of the Purchaser for reasonable legal and other expenses
      incurred in connection with investigating or defending any claim, loss, damage,
      liability or action as incurred; provided
      however,
      that
      the Company will not be liable in any such case to the extent that any such
      loss, claim, damage, liability or action arises directly out of or is based
      upon
      an untrue statement or alleged untrue statement or by any omission or alleged
      omission made in such registration statement or prospectus made in reliance
      upon
      and in conformity with written information furnished by the Purchaser
      specifically for use in the preparation of the registration statement or
      prospectus, provided
      further, however,
      that
      the Company will not be liable in any such case to the extent that any such
      loss, claim, damage, liability or action arises directly out of or is based
      primarily upon an untrue statement or omission made in any preliminary
      prospectus or final prospectus if (i) the Purchaser failed to send or deliver
      a
      copy of the final prospectus or prospectus supplement with or prior to the
      delivery of written confirmation of the sale of the Registrable Securities,
      and
      (ii) the final prospectus or prospectus supplement would have corrected such
      untrue statement or omission.  The indemnification obligation of the
      Company with respect to clause (iv) above, will survive for a period ending
      on
      the first anniversary of the Closing Date, unless a claim for indemnification
      (whether or not fixed as to liability or liquidated as to amount) is made with
      respect hereto prior to the end of such period, in which case the right to
      indemnification shall survive until such claim is satisfied, settled or
      dismissed.

     

    (b)
      In
      connection with any Registration Statement in which the Purchaser may
      participate, the Purchaser will furnish to the Company in writing the
      information as is reasonably requested by the Company for use in the
      Registration Statement or prospectus and will indemnify, to the extent permitted
      by law, the Company, its directors and officers and each person or entity,
      if
      any, who controls the Company within the meaning of Section 15 of the Securities
      Act, against any losses, claims, damages, liabilities and expenses resulting
      from any untrue statement of a material fact or any omission of a material
      fact
      required to be stated in the shelf registration statement or prospectus or
      any
      amendment thereof or supplement thereto or necessary to make the statements
      therein not misleading, but only to the extent the losses, claims, damages,
      liabilities or expenses are caused by an untrue statement or by an omission
      made
      in reliance upon and in conformity with the written information specifically
      furnished by the Purchaser to the Company for use in connection with the
      preparation of the shelf registration statement or prospectus; provided
      however,
      that
      the indemnity will not apply to the extent that the loss, claim, damage,
      liability or expense arises out of or is based upon a violation of this
      Agreement by the Company.  If the offering pursuant to any registration is
      made through underwriters, the Purchaser agrees to enter into an underwriting
      agreement in customary form with the underwriters and to indemnify the
      underwriters, their officers and directors, if any, and each person or entity
      who controls the underwriters within the meaning of the Securities Act to the
      same extent as hereinabove provided with respect to indemnification by the
      Purchaser.  Notwithstanding the foregoing or any other provision of this
      Agreement, in no event will the Purchaser be liable for any losses, claims,
      damages, liabilities or expenses in excess of the net proceeds received by
      Purchaser upon the disposition of Registrable Securities pursuant to the
      registration statement giving rise to such claim.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (c) Promptly
      after receipt by an indemnified party under Section 10(a) or (b) of notice
      of
      any claim as to which indemnity may be sought, including the commencement of
      any
      action or proceeding, the indemnified party will, if a claim in respect thereof
      may be made against the indemnifying party under this Section, promptly notify
      the indemnifying party in writing of the commencement thereof; provided that
      the
      failure of the indemnified party to so notify the indemnifying party will not
      relieve the indemnifying party from its obligations under this Section except
      to
      the extent that the indemnifying party is adversely affected by the failure.
      In
      case any action or proceeding is brought against any indemnified party, and
      it
      notifies the indemnifying party of the commencement thereof, the indemnifying
      party and its counsel may conduct the defense of any action with counsel
      approved by the indemnified party (which approval will not be unreasonably
      withheld or delayed) although in such event the indemnified party will be
      entitled to participate therein at the indemnified party’s expense, and after
      notice from the indemnifying party to the indemnified party of its election
      to
      so assume the defense thereof, the indemnifying party will not be liable to
      the
      indemnified party under that Section for any legal or any other expenses
      subsequently incurred by the indemnified party in connection with the defense
      thereof unless incurred at the written request of the indemnifying party.
      Notwithstanding the above, the indemnified party will have the right to employ
      counsel of its own choice in any action or proceeding (and be reimbursed by
      the
      indemnifying party for the reasonable fees and expenses of the counsel and
      other
      reasonable costs of the defense) if representation of the indemnified party
      by
      the counsel retained by the indemnifying party would be inappropriate due to
      actual or potential differing interests or conflicts between the indemnified
      party and any other party represented by the counsel in the action or proceeding
      or counsel to the indemnified party is of the opinion that it would not be
      desirable for the same counsel to represent both the indemnifying party and
      the
      indemnified party because the representation might result in a conflict of
      interest; provided
      however,
      that
      the indemnifying party will not in connection with any one action or proceeding
      or separate but substantially similar actions or proceedings arising out of
      the
      same general allegations, be liable for the reasonable fees and expenses of
      more
      than one separate firm of attorneys at any time for all indemnified parties,
      except to the extent that local counsel, in addition to regular counsel, is
      required in order to effectively defend against the action or proceeding. 
An indemnifying party will not be liable to any indemnified party for any
      settlement or entry of judgment concerning any action or proceeding effected
      without the consent of the indemnifying party.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (d) If
      the indemnification provided for in Section 10(a) or (b) is held by a court
      of
      competent jurisdiction to be unavailable under applicable law to an indemnified
      party in respect of any losses, claims, damages or liabilities referred to
      therein, then each applicable indemnifying party, in lieu of indemnifying the
      indemnified party, will contribute to the amount paid or payable by the
      indemnified party as a result of the losses, claims, damages or liabilities
      in
      the proportion as is appropriate to reflect the relative fault of the Company
      on
      the one hand and of the indemnified party on the other in connection with the
      statements or omissions which resulted in the losses, claims, damages, or
      liabilities, as well as any other relevant equitable considerations
      including the relative benefits to the parties.  The relative fault of the
      Company on the one hand and of the indemnified party on the other will be
      determined by reference to, among other things, whether the untrue or alleged
      untrue statement of a material fact or the omission to state a material fact
      relates to information supplied by the Company or by the indemnified party
      and
      the parties’ relative intent, knowledge, access to information and opportunity
      to correct or prevent the statement or omission.  The amount paid or
      payable by a party as a result of the losses, claims, damages and liabilities
      referred to above will be deemed to include, subject to the limitations set
      forth in Section 10(c), any legal or other fees or expenses reasonably incurred
      by the party in connection with investigating or defending any action or
      claim.  No person or entity guilty of fraudulent misrepresentation (within
      the meaning of Section 11(f) of the Securities Act) will be entitled to
      contribution from any person or entity that is not guilty of fraudulent
      misrepresentation.

     

    Section
      11.  Miscellaneous.

     

    11.1
      Notices. 
      Any notice or other communication given hereunder will be deemed sufficient
      if
      in writing and sent by registered or certified mail, return receipt requested,
      or delivered by hand against written receipt therefor, or sent by confirmed
      facsimile, addressed to:

     

    If
      to the
      Company:

     

    AVAX
      Technologies, Inc.

    2000
      Hamilton Street

    Suite
      204

    Philadelphia,
      PA 10130

    Attn:
      Francois Martelet

    Facsimile: 
      (215) 241-9684

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    With
      a
      copy to:

     

    Mintz,
      Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

    Chrysler
      Center

    666
      Third
      Avenue

    New
      York,
      NY 10017

    Attn:
      Faith Charles

    Facsimile: 
      (212) 983-3115

     

    If
      to the
      Purchaser:

     

    To
      the
      name and address or facsimile number of the Purchaser on the signature page
      hereto.

     

    Notices
      will be deemed to have been given or delivered on the date of mailing, except
      notices of change of address, which will be deemed to have been given or
      delivered when received.

     

    11.2 Successors
      and Assigns. 
      This Agreement will be binding upon and inure to the benefit of the parties
      hereto and to their respective heirs, legal representatives, successors and
      assigns.

     

    11.3 Entire
      Agreement. 
      This Agreement, the Note and the Warrant collectively set forth the entire
      agreement and understanding among the parties as to the subject matter hereof
      and merges and supersedes all prior discussions, agreements and understandings
      of any and every nature among them.  This Agreement may be amended only by
      mutual written agreement of the Company and the Purchasers holding a majority
      of
      the principal amount of Notes issued under this Agreement.

     

    11.4 Governing
      Law. 
      The terms and provisions hereof will be construed in accordance with and
      governed by the laws of the State of Delaware without regard to that State’s
      conflicts of law principles.

     

    11.5
      Severability. 
      The holding of any provision of this Agreement to be invalid or unenforceable
      by
      a court of competent jurisdiction will not affect any other provision of this
      Agreement, which will remain in full force and effect.  If any provision of
      this Agreement is declared by a court of competent jurisdiction to be invalid,
      illegal or incapable of being enforced in whole or in part, the provision will
      be interpreted so as to remain enforceable to the maximum extent permissible
      consistent with applicable law and the remaining conditions and provisions
      or
      portions thereof will nevertheless remain in full force and effect and
      enforceable to the extent they are valid, legal and enforceable, and no
      provisions will be deemed dependent upon any other covenant or provision unless
      so expressed herein.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    11.6
      No Waiver. 
A
      waiver by either party of a breach of any provision of this Agreement will
      not
      operate, or be construed, as a waiver of any subsequent breach by that same
      party.

     

    11.7 Further
      Assurances. 
      The parties agree to execute and deliver all further documents, agreements
      and
      instruments and take further action as may be necessary or appropriate to carry
      out the purposes and intent of this Agreement.  Any documentary, stamp tax
      or similar issuance or transfer taxes due as a result of the conveyance,
      transfer or sale of the Note and the Warrant between the Purchaser (or any
      permitted transferee), on the one hand, and the Company, on the other hand,
      pursuant to this Agreement will be borne by the Company.

     

    11.8 Counterparts. 
      This Agreement may be executed in two or more counterparts, each of which will
      be deemed an original, but all of which will together constitute the same
      instrument.

     

    11.9 
      No Third Party Beneficiaries. 
      Nothing in this Agreement creates in any person not a party to this Agreement
      or
      specifically identified in this Agreement any legal or equitable right, remedy
      or claim under this Agreement, and this Agreement is for the exclusive benefit
      of the parties hereto and those persons specifically identified by the parties
      hereto in the provisions above, including, for the avoidance of doubt, where
      applicable each director, officer or controlling person of each Purchaser. 
The parties expressly recognize that this Agreement is not intended to create
      a
      partnership, joint venture or other similar arrangement between any of the
      parties or their respective affiliates.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF,
      the
      undersigned have duly executed this Note Purchase Agreement as of the date
      first
      above written.

     

    
      	
              NAME
                OF PURCHASER

            	
               

            	
              AVAX
                TECHNOLOGIES, INC.

            
	
               

            	
               

            	
               

            
	
              By:

            	
               
                

            	
               

            	
              By:

            	
                 
                

            	
               

            
	
              Name:

            	 
	 	 	
              Francois
                Martelet

            	 
	
              Title:

            	 
	 	 	
              Chief
                Executive Officer 

            	 
	
               

            	
               

            	
               

            
	
              Dated: 
                                     ,
                2008

            	
               

            	
              Dated: 
                                   ,
                2008

            
	
               

            	
               

            	
               

            
	
              Address:

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              Facsimile:

            	
               

            	
               

            
	
              Tax
                Id No.:

            	
               

            	
               

            


    

     

    Principal
      Amount of Notes Purchased:

    


    $                        

    


    Warrants
      to purchase
                  
shares

    of
      Common
      Stock

    


    Purchase
      Price:  $
                       

    


    Closing
      Date: 
                                  ,
      2008