Exhibit 4.15


THIS  WARRANT  HAS BEEN,  AND THE SHARES OF COMMON  STOCK  WHICH MAY BE RECEIVED
PURSUANT TO THE EXERCISE OF THIS WARRANT WILL BE, ACQUIRED SOLELY FOR INVESTMENT
AND NOT WITH A VIEW TO,  OR FOR  RESALE IN  CONNECTION  WITH,  ANY  DISTRIBUTION
THEREOF.  NEITHER THIS WARRANT NOR SUCH SHARES (TOGETHER, THE "SECURITIES") HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
STATE  SECURITIES  LAWS.  SUCH  SECURITIES  MAY NOT BE SOLD,  OFFERED  FOR SALE,
PLEDGED OR  HYPOTHECATED  IN THE ABSENCE OF SUCH  REGISTRATION  OR AN OPINION OF
COUNSEL  REASONABLY  SATISFACTORY TO THE COMPANY THAT SUCH DISPOSITION IS EXEMPT
FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND OF ANY
APPLICABLE STATE SECURITIES LAWS.

NO. WA1-64                                              ISSUED: APRIL 19, 2004

                        WARRANT TO PURCHASE COMMON STOCK
                                         ----------

      THIS  CERTIFIES  THAT,  for good and valuable  consideration,  Franklin M.
Berger (the  "HOLDER") is entitled to purchase  from  Adventrx  Pharmaceuticals,
Inc., a Delaware  corporation (the "COMPANY"),  Forty-nine Thousand Nine Hundred
Ninety-nine  (49,999) fully paid and  nonassessable  shares of Common Stock, par
value $0.001 per share ("COMMON STOCK"), of the Company (as adjusted pursuant to
Section 3  hereof)  (the  "WARRANT  SHARES")  at a price per share  equal to Two
Dollars  ($2.00)  (as  adjusted  pursuant  to Section 3 hereof)  (the  "EXERCISE
PRICE"), subject to the provisions and upon the terms and conditions hereinafter
set forth.

1.    METHOD OF EXERCISE; PAYMENT.

            (A) Exercise Period.  The purchase right represented by this Warrant
      may be  exercised  in whole or part by the Holder  during the term of this
      Warrant  (as set  forth  in  Section  9  hereof)  at any  time  after  the
      Commencement  Date,  as defined  below,  by the  surrender of this Warrant
      (with the  notice  of  exercise  form  attached  hereto as  Exhibit A (the
      "NOTICE  OF  EXERCISE")  duly  executed)  to the  principal  office of the
      Company.  If this Warrant shall have been  exercised in part,  the Company
      shall,  at the  time  of  delivery  of  the  certificate  or  certificates
      representing  Warrant  Shares,   deliver  to  the  Holder  a  new  Warrant
      evidencing the rights of the Holder to purchase the unpurchased  shares of
      Common Stock called for by this  Warrant,  which new Warrant  shall in all
      other  respects be identical  with this Warrant,  or at the request of the
      Holder,  appropriate  notation  may be made on this  Warrant  and the same
      returned to the Holder.

            (B) Exercise.  Upon  exercise of this Warrant,  the Holder shall pay
      the  Company  an amount  equal to the  product of (x) the  Exercise  Price
      multiplied by (y) the total number of Warrant Shares purchased pursuant to
      this Warrant,  by wire transfer or certified check payable to the order of
      the Company or, at any time following the first anniversary of the Warrant
      Date, if there is not an effective  Registration  Statement (as defined in
      the Registration Rights Agreement, dated as of the Warrant Date, between

                                      -1-
<PAGE>

      the Company and the Holder (the  "REGISTRATION  RIGHTS  AGREEMENT"))  with
      respect to all of the  Warrant  Shares,  then at the option of the Holder,
      such amount may be paid by the  surrender of a portion of shares of Common
      Stock  then held by the  Holder or  issuable  upon such  exercise  of this
      Warrant,  which shall be valued and credited toward such amount due to the
      Company  for the  exercise of the  Warrant  based upon the Current  Market
      Price of the Common  Stock.  The person or  persons in whose  name(s)  any
      certificate(s)  representing  the Warrant  Shares  shall be issuable  upon
      exercise of this Warrant  shall be deemed to have become the  holder(s) of
      record of, and shall be treated for all  purposes as the record  holder(s)
      of, the Warrant Shares represented  thereby (and such Warrant Shares shall
      be deemed to have been issued)  immediately prior to the close of business
      on the date upon which this Warrant is exercised.

            "CURRENT  MARKET  PRICE"  means,  in  respect of any share of Common
      Stock on any date herein specified,

            (1) if there shall not then be a public market for the Common Stock,
      the higher of

                  (a) the book value per share of Common Stock at such date, and

                  (b) the  value  per  share of  Common  Stock  at such  date as
            determined in good faith by the Board,

         or

            (2)  ______ if there  shall  then be a public  market for the Common
      Stock,  the higher of (x) the book value per share of Common Stock at such
      date,  and  (y)  the  average  of  the  daily  market  prices  for  the 10
      consecutive  trading days  immediately  before such date. The daily market
      price (the "DAILY  MARKET  PRICE") for each such  trading day shall be (i)
      the closing price on such day on the principal  stock exchange  (including
      Nasdaq) on which such Common  Stock is then listed or admitted to trading,
      or quoted,  as applicable,  (ii) if no sale takes place on such day on any
      such exchange,  the last reported  closing price on such day as officially
      quoted on any such exchange (including Nasdaq),  (iii) if the Common Stock
      is not then listed or admitted to trading on any stock exchange,  the last
      reported closing bid price on such day in the over-the-counter  market, as
      furnished by the National  Association  of  Securities  Dealers  Automatic
      Quotation System or the National  Quotation Bureau,  Inc., (iv) if neither
      such  corporation at the time is engaged in the business of reporting such
      prices, as furnished by any similar firm then engaged in such business, or
      (v) if there is no such firm,  as  furnished by any member of the National
      Association of Securities Dealers,  Inc. (the "NASD") selected mutually by
      the holder of this  Warrant and the Company or, if they cannot  agree upon
      such selection,  as selected by two such members of the NASD, one of which
      shall be  selected  by holder of this  Warrant  and one of which  shall be
      selected by the Company.

      (C) Stock  Certificates.  In the  event of the exercise  of this  Warrant,
certificates  for the Warrant  Shares so  purchased  shall be  delivered  to the
Holder within a reasonable  time after  exercise,  but in no case later than the
date that is three business days following receipt by the Company of a Notice of
Exercise duly completed and executed.

2. STOCK FULLY PAID;  RESERVATION OF SHARES.  All of the Warrant Shares issuable
upon the exercise of the rights  represented by this Warrant will, upon issuance

                                      -2-
<PAGE>

and receipt of the Exercise Price therefor, be fully paid and nonassessable, and
free from all preemptive rights,  rights of first refusal or first offer, taxes,
liens and charges with respect to the issuance thereof. During the period within
which the rights represented by this Warrant may be exercised, the Company shall
at all times have  authorized  and reserved for issuance a sufficient  number of
shares of its Common Stock to provide for the exercise of the rights represented
by this Warrant.

3.  ADJUSTMENT  OF EXERCISE  PRICE AND NUMBER OF SHARES.  The number and kind of
Warrant  Shares  purchasable  upon the exercise of this Warrant and the Exercise
Price  therefor  shall be  subject  to  adjustment  from  time to time  upon the
occurrence of certain events, as follows:

      (A)  Reclassification,  Consolidation  or  Reorganization.  In case of any
reclassification  of the Common Stock (other than a change in par value, or as a
result of a subdivision  or  combination),  or in case of any  consolidation  or
merger of the Company with or into another  corporation  (other than a Change of
Control, as defined below) (any of which is a "REORGANIZATION TRANSACTION"), the
Company,  or such successor  corporation as the case may be, shall execute a new
warrant,  providing  that the Holder  shall have the right to exercise  such new
warrant,  and  procure  upon such  exercise  and  payment of the same  aggregate
Exercise Price, in lieu of the Warrant Shares theretofore issuable upon exercise
of this Warrant, the kind and amount of shares of stock, other securities, money
and property as would be payable for the Warrant  Shares  issuable upon exercise
of this Warrant as if such Warrant Shares were  outstanding on the  consummation
of the  Reorganization  Transaction.  For  purposes  of this  Warrant,  the term
"CHANGE OF CONTROL"  shall mean (i) any  acquisition  of the Company by means of
merger,  acquisition,  or  other  form  of  corporate  reorganization  in  which
outstanding  shares  of the  Company  are  exchanged  for  securities  or  other
consideration  issued, or caused to be issued,  by the acquiring  corporation or
its subsidiary or parent (other than a reincorporation  transaction or change of
domicile) and pursuant to which the holders of the outstanding voting securities
of the  Company  immediately  prior  to  such  consolidation,  merger  or  other
transaction fail to hold equity securities representing a majority of the voting
power  of  the  Company  or  surviving   entity   immediately   following   such
consolidation,  merger or other transaction  (excluding voting securities of the
acquiring  corporation held by such holders prior to such transaction) or (ii) a
sale of all or substantially all of the assets of the Company.

            (B) Stock Splits, Dividends and Combinations.  In the event that the
      Company  shall at any time  subdivide  the  outstanding  shares  of Common
      Stock, or shall issue a stock dividend on its outstanding shares of Common
      Stock, the number of Warrant Shares issuable upon exercise of this Warrant
      immediately  prior to such  subdivision  or to the  issuance of such stock
      dividend shall be proportionately  increased, and the Exercise Price shall
      be proportionately  decreased,  and in the event that the Company shall at
      any time combine the  outstanding  shares of Common  Stock,  the number of
      Warrant Shares issuable upon exercise of this Warrant immediately prior to
      such  combination  shall be  proportionately  decreased,  and the Exercise
      Price  shall  be  proportionately  increased,  effective  at the  close of
      business on the date of such  subdivision,  stock dividend or combination,
      as the case may be.

                                      -3-
<PAGE>

            (C) Issuance of Additional Shares.

                  (I) If at any time  after June 30,  2004,  the  Company  shall
                  issue or sell any  shares  of its  Common  Stock  (other  than
                  Excluded Shares (as that term is defined  below),  "ADDITIONAL
                  SHARES")  in  exchange  for  consideration  in an  amount  per
                  Additional  Share less than the Exercise Price at the time the
                  Additional  Shares are issued or sold, then the Exercise Price
                  immediately  prior to such issue or sale shall be reduced to a
                  price determined by dividing:

                        (1) an  amount  equal  to the sum of (a) the  number  of
                  shares of Common Stock  outstanding  immediately prior to such
                  issue or sale multiplied by the then existing  Exercise Price,
                  plus (b) the  consideration,  if any,  received by the Company
                  upon such issue or sale, by

                        (2)  the  total   number  of  shares  of  Common   Stock
                  outstanding immediately after such issue or sale.

                  (II) The provisions of Section  3(c)(i) shall not apply to any
            deemed  issuance of  Additional  Shares for which an  adjustment  is
            provided  under Section 3(a) or 3(b). No adjustment of the number of
            shares of Common  Stock  acquirable  upon  exercise of this  Warrant
            shall be made under  Section 3(c) upon the issuance of any shares of
            Common  Stock  which are  issued  pursuant  to the  exercise  of any
            warrants or other subscription or purchase rights or pursuant to the
            exercise of any  conversion  or exchange  rights in any  convertible
            securities,  if any such adjustment  shall previously have been made
            upon the  issuance  of such  warrants  or other  rights  or upon the
            issuance of such convertible securities (or upon the issuance of any
            warrant or other rights therefor) pursuant to Section 3(d).

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

                                      -4-
<PAGE>

issuable  by way of  dividend or other  distribution  on shares of Common  Stock
issued pursuant to clauses (i) - (viii) above.

            (D) Issuance of Common Stock Equivalents.

                  (I) If at any time  while  this  Warrant  is  outstanding  the
                  Company  shall issue or sell any  warrants or other  rights to
                  subscribe  for or  purchase  any  additional  shares of Common
                  Stock or any  securities  convertible  into  shares  of Common
                  Stock  (other  than  the  Additional  Shares)   (collectively,
                  "COMMON  STOCK  EQUIVALENTS"),  whether  or not the  rights to
                  exchange or convert  thereunder are  immediately  exercisable,
                  and the  effective  price per share for which  Common Stock is
                  issuable  upon the  exercise,  exchange or  conversion of such
                  Common Stock Equivalents shall be less than the Exercise Price
                  in effect immediately prior to the time of such issue or sale,
                  then the  Exercise  Price  shall be  adjusted  as  provided in
                  Section  3(c)  on  the  basis  that  the  maximum   number  of
                  additional  shares of Common  Stock  issuable  pursuant to all
                  such  Common  Stock  Equivalents  shall be deemed to have been
                  issued and outstanding and the Company shall have received all
                  of the consideration  payable therefor, if any, as of the date
                  of the actual  issuance of such Common Stock  Equivalents.  No
                  further adjustments to the current Warrant Price shall be made
                  under this  Section  3(d) upon the actual issue of such Common
                  Stock upon the exercise, conversion or exchange of such Common
                  Stock Equivalents.

                  (II) Upon the  expiration  or  termination  of any such Common
                  Stock  Equivalents,  the Exercise  Price, to the extent in any
                  way   affected  by  or  computed   using  such  Common   Stock
                  Equivalents,  shall be  recomputed  to reflect the issuance of
                  the total number of shares of Common Stock (and convertible or
                  exchangeable  securities  which  remain  in  effect)  actually
                  issued  upon the  exercise,  exchange  or  conversion  of such
                  Common  Stock  Equivalents  to the extent that this Warrant is
                  then outstanding.

            (E) Other Action Affecting Common Stock. In case at any time or from
      time to time the  Company  shall  take any action in respect of its Common
      Stock,  other than the payment of dividends  permitted by Section 3 or any
      other  action  described  in Section 3, then,  unless such action will not
      have a materially adverse effect upon the rights of the Holder, the number
      of shares of Common  Stock or other  stock  into  which  this  Warrant  is
      exercisable  and/or the purchase  price  thereof shall be adjusted in such
      manner as may be equitable in the circumstances.

            (F)  Certificate  as to  Adjustments.  Upon the  occurrence  of each
      adjustment or  readjustment  of the Exercise  Price,  the Company,  at its
      expense,  shall  promptly  compute  such  adjustment  or  readjustment  in
      accordance  with the terms hereof and prepare and furnish to the Holder of
      this Warrant a certificate  setting forth such  adjustment or readjustment

                                      -5-
<PAGE>

and showing in detail the facts upon which such  adjustment or  readjustment  is
based. The Company shall,  upon the written request at any time of the Holder of
this Warrant, furnish or cause to be furnished to such Holder a like certificate
setting forth (i) such adjustments and readjustments, (ii) the Exercise Price at
the time in  effect  and (iii)  the  number  of  shares of Common  Stock and the
amount,  if any, or other  property which at the time would be received upon the
exercise of Warrants owned by such Holder.

            (G) Notice of Corporate Action. If at any time:

            (i) the  Company  shall  take a record of the  holders of its Common
      Stock for the purpose of entitling them to receive a dividend  (other than
      a cash  dividend  payable  out  of  earnings  or  earned  surplus  legally
      available for the payment of dividends under the laws of the  jurisdiction
      of  incorporation of the Company) or other  distribution,  or any right to
      subscribe for or purchase any evidences of its indebtedness, any shares of
      stock of any class or any other securities or property,  or to receive any
      other right, or

            (ii) there shall be any capital  reorganization of the Company,  any
      reclassification  or  recapitalization of the capital stock of the Company
      or any consolidation or merger of the Company with, or any sale,  transfer
      or other disposition of all or substantially  all the property,  assets or
      business of the Company to, another corporation, or

            (iii)  there  shall  be  a  voluntary  or  involuntary  dissolution,
      liquidation or winding up of the Company;

      then,  in any one or more of such  cases,  the  Company  shall give to the
      Holder (i) at least  10-days'  prior written notice of the date on which a
      record date shall be selected for such dividend,  distribution or right or
      for  determining  rights to vote in  respect  of any such  reorganization,
      reclassification,  merger,  consolidation,  sale,  transfer,  disposition,
      dissolution,  liquidation  or winding up, and (ii) in the case of any such
      reorganization,  reclassification,  merger, consolidation, sale, transfer,
      disposition,  dissolution,  liquidation  or winding up, at least  10-days'
      prior  written  notice of the date when the same  shall take  place.  Such
      notice in accordance with the foregoing  clause also shall specify (i) the
      date on which  any such  record  is to be taken  for the  purpose  of such
      dividend,  distribution or right,  the date on which the holders of Common
      Stock shall be entitled to any such dividend,  distribution or right,  and
      the  amount  and  character  thereof,  and (ii) the date on which any such
      reorganization,  reclassification,  merger, consolidation, sale, transfer,
      disposition,  dissolution,  liquidation or winding up is to take place and
      the  time,  if any such time is to be fixed,  as of which the  holders  of
      Common  Stock shall be entitled to exchange  their  shares of Common Stock
      for securities or other  property  deliverable  upon such  reorganization,
      reclassification,  merger,  consolidation,  sale,  transfer,  disposition,
      dissolution,  liquidation or winding up. Each such written notice shall be
      sufficiently  given if  addressed to the Holder at the last address of the
      Holder  appearing on the books of the Company and  delivered in accordance
      with Section 11(d).

            (H) Adjustment  if  Registration  Statement  Not  Effective.  If  a
      Registration  Statement (as defined in the Registration  Rights Agreement,
      dated as of the  Warrant  Date,  between  the  Company and the Holder (the
      "REGISTRATION RIGHTS AGREEMENT")) is not effective with respect to all the

                                      -6-
<PAGE>

      Registrable   Securities   (as   defined   in  the   Registration   Rights
      Agreement)other than Registrable Securities held by holders (i) which have
      not complied with the Registration  Rights Agreement,  including,  without
      limitation,  Section 4 thereof,  or (ii) have  otherwise not permitted the
      Company  to  include  such  Registrable  Securities  on  the  Registration
      Statement,  on or prior to November 12,  2004,,  then the  Exercise  Price
      shall be adjusted to equal $1.50  (subject to adjustment for stock splits,
      reverse splits, stock dividends and the like, and subject to adjustment in
      proportion to any adjustment pursuant to Section 3(c)).

4. TRANSFER OF WARRANT.  This Warrant may only be transferred in compliance with
federal  and state  securities  laws;  provided,  however,  that the Company may
withhold its consent to transfer or  assignment of this Warrant to any person or
entity  who is  deemed  to be a  competitor  or  prospective  competitor  of the
Company,  such determination to be made in the reasonable judgment of the Board.
If, at the time of the surrender of this Warrant in connection with any transfer
of this Warrant or the resale of the Warrant Shares, this Warrant or the Warrant
Shares, as applicable, shall not be registered under the Securities Act of 1933,
as amended (the "SECURITIES  ACT"),  the Company may require,  as a condition of
allowing  such transfer (i) that the Holder or transferee of this Warrant or the
Warrant Shares as the case may be,  furnish to the Company a written  opinion of
counsel  that is  reasonably  acceptable  to the Company to the effect that such
transfer may be made without  registration  under the Securities  Act, (ii) that
the Holder or transferee execute and deliver to the Company an investment letter
in form and substance  acceptable to the Company and  substantially  in the form
attached  as Exhibit B hereto and (iii) that the  transferee  be an  "accredited
investor"  as defined  in Rule  501(a)  promulgated  under the  Securities  Act.
Transfer  of this  Warrant  and all rights  hereunder,  in whole or in part,  in
accordance  with the foregoing  provisions,  shall be registered on the books of
the Company to be maintained for such purpose, upon surrender of this Warrant to
the  principal  office of the Company or the office or agency  designated by the
Company, together with a written assignment of this Warrant substantially in the
form of Exhibit C hereto duly executed by the Holder or its attorney-in-fact and
funds  sufficient  to pay any  transfer  taxes  payable  upon the making of such
transfer.  Upon such surrender and, if required, such payment, the Company shall
execute and  deliver a new  Warrant or  Warrants in the name of the  assignee or
assignees and in the  denomination  specified in such  instrument of assignment,
and shall  issue to the  assignor a new Warrant  evidencing  the portion of this
Warrant not so assigned, and this Warrant shall promptly be cancelled. Following
a transfer that complies  with the  requirements  of this Section 4, the Warrant
may be  exercised  by a new holder for the  purchase  of shares of Common  Stock
regardless  of whether the  Company  issued or  registered  a new Warrant on the
books of the Company. This Section 4 shall survive the exercise or expiration of
the Warrant.

5. CONDITIONS TO EXERCISE OF WARRANT.

      (A) Each certificate evidencing the Warrant Shares issued upon exercise of
this Warrant shall be stamped or imprinted  with a legend  substantially  in the
following form:

      THE  SECURITIES  REPRESENTED  HEREBY  HAVE NOT BEEN  REGISTERED  UNDER THE
      SECURITIES  ACT OF  1933  (THE  "ACT")  AND MAY  NOT BE  OFFERED,  SOLD OR
      OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED

                                      -7-
<PAGE>

      UNDER  THE ACT OR,  IN THE  OPINION  OF  COUNSEL  IN  FORM  AND  SUBSTANCE
      SATISFACTORY  TO THE  ISSUER  OF THESE  SECURITIES,  SUCH  OFFER,  SALE OR
      TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

      (B) REMOVAL OF LEGEND AND TRANSFER RESTRICTIONS.  Any legend endorsed on a
certificate  pursuant to this Section 5 shall be removed,  and the Company shall
issue a certificate  without such legend to the holder of such Warrant Shares if
(i) such Warrant Shares are resold  pursuant to a registration  statement  under
the Securities Act, and a prospectus  meeting the  requirements of Section 10 of
the  Securities  Act is delivered or deemed  delivered to the  purchaser of such
Warrant Shares, (ii) if such holder satisfies the requirements of Rule 144(k) or
(iii) if such holder  provides  the Company  with an opinion of counsel for such
holder of the Warrant Shares,  reasonably  satisfactory  to the Company,  to the
effect that a sale,  transfer or assignment  of such Warrant  Shares may be made
without registration. This paragraph shall survive any exercise of this Warrant.

      (C)RESTRICTIONS  ON  EXERCISE  AMOUNT.  Unless  a Holder  delivers  to the
Company  irrevocable  written notice (x) prior to the date of issuance hereof or
61 days prior to the effective  date of such notice that this Section 5(c) shall
not apply to such Holder or (y) prior to a Change of Control, the Holder may not
acquire a number of Warrant Shares to the extent that,  upon such exercise,  the
number of shares of Common Stock then beneficially  owned by such Holder and its
affiliates  and any other  persons or entities  whose  beneficial  ownership  of
Common Stock would be aggregated with the Holder's for purposes of Section 13(d)
of the  Securities  Exchange  Act of 1934,  as  amended  (the  "EXCHANGE  ACT"),
(including  shares  held by any  "group"  of which the  Holder is a member,  but
excluding shares  beneficially owned by virtue of the ownership of securities or
rights to acquire  securities  that have  limitations  on the right to  convert,
exercise or purchase  similar to the limitation set forth herein)  exceeds 9.99%
of the total  number of shares of Common  Stock of the  Company  then issued and
outstanding.  For purposes hereof,  "group" has the meaning set forth in Section
13(d) of the Exchange Act and applicable  regulations of the Securities Exchange
Commission  (the  "COMMISSION"),  and the percentage held by the holder shall be
determined in a manner  consistent  with the  provisions of Section 13(d) of the
Exchange Act. Each delivery of a notice of exercise by a Holder will  constitute
a  representation  by such Holder that it has evaluated the limitation set forth
in this paragraph and determined, based on the most recent public filings by the
Company  with the  Commission,  that the  issuance of the full number of Warrant
Shares requested in such notice of exercise is permitted under this paragraph.

6. FRACTIONAL  SHARES. No fractional Warrant Shares will be issued in connection
with any exercise  hereunder,  but in lieu of such fractional shares the Company
shall make a cash payment  therefor upon the basis of the Exercise Price then in
effect.

7. REGISTRATION  RIGHTS. The Holder shall have the registration rights described
in the Registration Rights Agreement.

8. RIGHTS OF  STOCKHOLDERS.  No Holder shall be  entitled,  in its capacity as a
Warrant holder,  to vote or receive dividends or be deemed the holder of Warrant
Shares or any other  securities of the Company which may at any time be issuable
on the exercise hereof for any purpose,  nor shall anything  contained herein be

                                      -8-
<PAGE>

construed  to confer upon the Holder any of the rights of a  stockholder  of the
Company or any right to vote for the  election of  directors  or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold consent
to any corporate action (whether upon any  recapitalization,  issuance of stock,
reclassification  of  stock,  change  of  par  value,   consolidation,   merger,
conveyance,  or otherwise)  or to receive  dividends or  subscription  rights or
otherwise  with respect to the Warrant Shares until this Warrant shall have been
exercised and the Warrant Shares purchasable upon the exercise hereof shall have
become deliverable, as provided herein.

9. TERM OF WARRANT.  This Warrant shall become  exercisable  on the Warrant Date
and shall no longer be  exercisable  as of the  earlier  of (i) 5:00  p.m.,  San
Diego,  California local time, on the date that is the five-year  anniversary of
the Warrant Date; and (ii) upon consummation of a Change of Control.

10.  REDEMPTION  AT  COMPANY'S  ELECTION.  The  Company may at the option of the
Board,  by at  least  seven-days'  prior  written  notice  to  the  Holder  (the
"REDEMPTION  NOTICE"),  redeem this  Warrant,  in whole or in part,  at any time
after  June 30,  2004,  provided  that (i) the Daily  Market  Price  for  twenty
consecutive  trading  days is equal to or  greater  than  the  product  of (x) 2
multiplied by (y) the Exercise Price,  (ii) either (A) all of the Warrant Shares
underlying  this Warrant to be redeemed are then  registered  under an effective
registration  statement  or (B)  may be  sold  pursuant  to Rule  144  during  a
three-month  period  without   registration  under  the  Securities  Act,  (iii)
sufficient shares of Common Stock of the Company are authorized and reserved for
issuance upon the full exercise of this Warrant,  (iv) all of the Warrant Shares
issuable upon exercise of this Warrant are then listed on every stock  exchange,
market or bulletin board on which any Common Stock of the Company is then listed
and  (v)  the  Company  is  not in  default  of any  material  provision  of any
Transaction  Agreement (as defined in the Purchase  Agreement).  The  Redemption
Notice  shall set forth a date,  not less than  seven days after the date of the
Redemption  Notice,  on which the  redemption  of this Warrant  shall occur (the
"REDEMPTION DATE"). On the Redemption Date, (i) the Company shall pay the Holder
by  certified  check an amount equal to the product of (x) $0.01 (as adjusted in
proportion to any adjustment to the Exercise Price pursuant to Section 3 hereof)
multiplied by (y) the number of Warrant Shares so redeemed;  and (ii) the Holder
shall  deliver  the  original  copy of this  Warrant  marked  "REDEEMED"  to the
Company. If the Company shall redeem this Warrant in part, the Company shall, at
the Redemption Date,  provided that the Holder shall have delivered the original
copy of this Warrant marked  "REDEEMED" to the Company,  deliver to the Holder a
new  Warrant  evidencing  the rights of the Holder to  purchase  the  unredeemed
shares of Common Stock called for by this  Warrant,  which new Warrant  shall in
all other  respects be identical  with this Warrant.  Nothing in this Section 10
shall  prevent the exercise of the Warrants at any time prior to the  Redemption
Date.

11. MISCELLANEOUS.

            (A) This Warrant is being  delivered in the State of California  and
      shall be  construed  and enforced in  accordance  with and governed by the
      laws of the State of  California,  without  giving effect to principles of
      conflicts of laws.

            (B) The headings in this Warrant are for purposes of reference only,
      and shall not limit or otherwise affect any of the terms hereof.

                                      -9-
<PAGE>

            (C) The terms of this Warrant  shall be binding upon and shall inure
      to the  benefit of any  successors  or assigns of the  Company  and of the
      Holder and of the  Warrant  Shares  issued or issuable  upon the  exercise
      hereof.

            (D) Any notice provided for or permitted under this Warrant shall be
      treated as having been given (a) upon receipt,  when delivered  personally
      or sent by confirmed  facsimile or  telecopy,  (b) one day after  sending,
      when sent by commercial  overnight  courier with written  verification  of
      receipt,  or (c) three  business days after deposit with the United States
      Postal  Service,  when mailed  postage  prepaid by certified or registered
      mail,  return  receipt  requested,  addressed if to the  Company,  at 9948
      Hibert Street, Suite 100, San Diego, CA 92131, facsimile:  (858) 271-9678,
      Attention:  Nicholas J. Virca,  or, if to the Holder,  at such  address or
      facsimile  number as the Holder  shall have  furnished  to the  Company in
      writing, or at such other place of which the other party has been notified
      in accordance with the provisions of this Section 11(d).

            (E) Except  as  may  otherwise  be  provided  herein,  this  Warrant
      constitutes the full and entire  understanding  and agreement  between the
      parties with regard to the subjects hereof.

            (F) Upon receipt of evidence  reasonably satisfactory to the Company
      of the loss, theft,  destruction or mutilation of this Warrant and, in the
      case of any such loss, theft or destruction, upon delivery of an indemnity
      agreement reasonably satisfactory in form and amount to the Company or, in
      the case of any such  mutilation,  upon surrender and cancellation of such
      Warrant,  the Company at the Holder's  expense will execute and deliver to
      the  holder of record,  in lieu  thereof,  a new  Warrant of like date and
      tenor.

            (G) This Warrant and any provision  hereof may be amended, waived or
      terminated  only by an instrument in writing signed by the Company and the
      Holder.

            (H)  Receipt  of  this  Warrant  by  the  Holder  shall   constitute
      acceptance of and agreement to the foregoing terms and conditions.


                            [Signature page follows.]

                                      -10-
<PAGE>

            SIGNATURE  PAGE TO THE A-1  WARRANT  TO  PURCHASE  COMMON  STOCK  IN
      WITNESS  WHEREOF,  the Company has caused this Warrant to be signed by its
      duly authorized officer.

            Issued : April 19, 2004.

                                    ADVENTRX PHARMACEUTICALS, INC.

                                    By:    /s/ Evan M. Levine
                                           ------------------------------
                                    Name:  Evan M. Levine
                                           ------------------------------
                                    Title: Chief Operating Officer
                                           ------------------------------


<PAGE>


                                    EXHIBIT A

                               NOTICE OF EXERCISE

TO:   Adventrx Pharmaceuticals, Inc.
      9948 Hibert Street, Suite 100
      San Diego, CA  92131

      1. The undersigned hereby elects to purchase ____________ shares of Common
Stock,  par value $0.001 per share, of the Company  ("COMMON STOCK") pursuant to
the terms of Section  1(b) of the A-1  Warrant to  Purchase  Common  Stock dated
___________ 2004 (the  "WARRANT"),  and tenders herewith payment of the purchase
price of such shares in full.

      2. The  undersigned  hereby  elects to convert the  attached  Warrant into
Common Stock of Adventrx  Pharmaceuticals,  Inc. through "cashless  exercise" in
the manner  specified in the Warrant.  This conversion is exercised with respect
to _____________________ of the Shares covered by the Warrant.

      Please issue a certificate  or  certificates  representing  said _________
shares of Common Stock in the name of the  undersigned  or in such other name as
is specified below:

                  Name:   _________________________________

                  Address:    _________________________________

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

      The undersigned  hereby  represents and warrants that the aforesaid shares
of Common  Stock are being  acquired  for the  account  of the  undersigned  for
investment  and not  with a view  to,  or for  resale,  in  connection  with the
distribution  thereof,  and that the  undersigned  has no present  intention  of
distributing  or  reselling  such  shares,  and  that  all  representations  and
warranties of the undersigned with respect to the Warrant and Warrant Shares (as
defined in the  Warrant) set forth in Section 4 of the  Purchase  Agreement  (as
defined in the Warrant) were true and correct as of the Warrant Date (as defined
in the Warrant) and are true and correct as of the date hereof.

                                    By:   ______________________________

                                    Name: ______________________________

                                    Title:______________________________

                                    Date: ______________________________


<PAGE>

                                    EXHIBIT B

                    FORM OF INVESTMENT REPRESENTATION LETTER

In connection  with the  acquisition of [warrants  (the  "Warrants") to purchase
_______  shares  of  Common  Stock  of  Adventrx   Pharmaceuticals,   Inc.  (the
"Company"),  par value $0.001 per share (the "Common Stock")][________ shares of
Common Stock of Adventrx Pharmaceuticals, Inc. (the "Company"), par value $0.001
per  share  (the  "Common  Stock")],  by  _______________  (the  "Holder")  from
_____________,  the Holder  hereby  represents  and  warrants  to the Company as
follows:

The Holder (i) is an  "Accredited  Investor" as that term is defined in Rule 501
of Regulation D promulgated  under the  Securities  Act of 1933, as amended (the
"Act");  and (ii) has the ability to bear the  economic  risks of such  Holder's
prospective investment,  including a complete loss of Holder's investment in the
Warrants  and the shares of Common  Stock  issuable  upon the  exercise  thereof
(collectively, the "Securities").

The Holder,  by  acceptance  of the  Warrants,  represents  and  warrants to the
Company that the Warrants and all securities acquired upon any and all exercises
of the Warrants are purchased for the Holder's own account, and not with view to
distribution of either the Warrants or any securities  purchasable upon exercise
thereof in violation of applicable securities laws.

The Holder  acknowledges  that (i) the Securities have not been registered under
the Act, (ii) the Securities are "restricted  securities" and the certificate(s)
representing the Securities shall bear the following legend, or a similar legend
to the  same  effect,  until  (i) in the  case of the  shares  of  Common  Stock
underlying  the Warrants,  such shares shall have been  registered for resale by
the Holder under the Act and  effectively  been disposed of in accordance with a
registration statement that has been declared effective;  or (ii) in the opinion
of counsel for the Company  such  Securities  may be sold  without  registration
under the Act:

"[NEITHER] THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  [NOR THE SECURITIES
INTO WHICH THEY ARE EXERCISABLE] HAVE [NOT] BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933,  AS AMENDED (THE  "ACT"),  AND ALL SUCH  SECURITIES  ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN THIS CERTIFICATE.  [NEITHER] THE
SECURITIES   REPRESENTED   HEREBY  [NOR  THE  SECURITIES  INTO  WHICH  THEY  ARE
EXERCISABLE]  MAY [NOT] BE SOLD,  TRANSFERRED,  OR OTHERWISE  DISPOSED OF IN THE
ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE ACT OR AN OPINION OF
COUNSEL,  REASONABLY  ACCEPTABLE TO COUNSEL FOR THE COMPANY,  TO THE EFFECT THAT
THE  PROPOSED  SALE,  TRANSFER,   OR  DISPOSITION  MAY  BE  EFFECTUATED  WITHOUT
REGISTRATION UNDER THE ACT."

IN WITNESS WHEREOF, the Holder has caused this Investment  Representation Letter
to be executed in its corporate name by its duly authorized  officer this __ day
of __________ 200_.

[Name]


By:______________________________
Name:
Title:


<PAGE>

                                    EXHIBIT C

                                 ASSIGNMENT FORM

FOR VALUE  RECEIVED  the  undersigned  registered  owner of this Warrant for the
purchase of shares of Common  Stock of  Adventrx  Pharmaceuticals,  Inc.  hereby
sells,  assigns and transfers unto the Assignee named below all of the rights of
the  undersigned  under this  Warrant,  with  respect to the number of shares of
common stock set forth below:


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

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

---------------------------------------
(Name and Address of Assignee)

---------------------------------------
(Number of Shares of Common Stock)


and does hereby irrevocably constitute and appoint ____________ attorney-in-fact
to  register  such  transfer  on the books of the  Company,  maintained  for the
purpose, with full power of substitution in the premises.


Dated:_________________________________

--------------------------------------
(Print Name and Title)

--------------------------------------
(Signature)

--------------------------------------
(Witness)


NOTICE:  The  signature  on this  assignment  must  correspond  with the name as
written upon the face of the Warrant in every particular,  without alteration or
enlargement or any change whatsoever.