Exhibit
10.35

      

    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

     

    October
15, 2009

    
    

     

    Holder: Firebird Asset
Management LLC

     

    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 15, 2014, up to 93,333,333 fully paid and non-assessable shares of
common stock (subject to adjustment), $.004 par value per share, of the Company
for $0.015 per share (subject to adjustment) at an aggregate purchase price of
$1,400,000. This Warrant 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 $0.015 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 15, 2014, 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.


    
      
         


      

      
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    (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 Pink
Sheets (“Pink Sheets”), 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.


    
      
         


      

      
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    (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 Pink Sheets or, if the Common Stock is not quoted on the Pink Sheets, 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 the Pink Sheets, 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 the Pink Sheets 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 the
Pink Sheets are open for the transaction of business.


    
      
         


      

      
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    (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”), 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).


    
      
         


      

      
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    (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.


    
      
         


      

      
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    5. Registration
Under Securities Act of 1933. The Holder shall have
the right to participate in the registration rights described in the Convertible
Note and Warrant Agreement dated as of October 15, 2009 (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.


    
      
         


      

      
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    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: John Prendergast, 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.


    
      
         


      

      
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    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: 

                  	
                    /s/
      John
      Prendergast

                  
	 
      	
                    Name:
      John Prendergast

                  
	 
      	
                    Title:   Chairman
      and CEO

                  


          

        

      

    


    
      
         


      

      
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    EXERCISE
OF WARRANT

     

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

     

    
    

    
      
        	
                Dated:

              	
                Signature:

              
	 
      	 
      
	 
      	
                Address:

              


      

    

     

    ASSIGNMENT

     

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

     

    
      
        	
                Dated:

              	
                Signature:

              
	 
      	 
      
	 
      	
                Address:

              


      

    

     

    PARTIAL
ASSIGNMENT

     

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

     

    
      
        	
                Dated:

              	
                Signature:

              
	 
      	 
      
	 
      	
                Address:

              


      

    


    
      
         


      

      
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