REGISTRATION RIGHTS AGREEMENT

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

                                   BACKGROUND

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

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

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

                                    AGREEMENT

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

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

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

            (B) "COMMISSION" means the Securities and Exchange Commission.

            (C)"WARRANT  SHARES" means the shares of Common Stock  issuable upon
      exercise of the Warrants.


<PAGE>


            (D) "SECURITIES ACT" means the Securities Act of 1933, as amended.

2. FILING OF REGISTRATION STATEMENT.

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

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

                                        2
<PAGE>


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

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

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


                                       3
<PAGE>


3. PIGGY-BACK REGISTRATION.

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

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

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

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

6. TERMINATION OF REGISTRATION  RIGHTS.  The Company shall have no obligation to
register  the  Registrable  Securities  pursuant to this  Agreement or otherwise
following the end of the Effectiveness Period.


                                       4
<PAGE>


7.INDEMNIFICATION.

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

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

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

                                       5
<PAGE>


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

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


                                       6
<PAGE>


11. LISTING; EXCHANGE ACT REPORTS.

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

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

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

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

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

12. MISCELLANEOUS.

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

            (B)  JURISDICTION  AND  VENUE.  Any  legal  action  or  other  legal
      proceeding  relating to this Agreement or the enforcement of any provision
      of this Agreement shall be brought or otherwise  commenced in any state or
      federal court located in the county of San Diego,  California.  Each party
      to this Agreement:  (i) expressly and irrevocably  consents and submits to
      the  jurisdiction of each state and federal court located in the county of
      San Diego,  California  and each  appellate  court located in the state of
      California, in connection with any such legal proceeding; (ii) agrees that
      each  state  and  federal  court  located  in the  county  of  San  Diego,
      California shall be deemed to be a convenient  forum; and (iii) agrees not
      to assert, by way of motion, as a defense or otherwise,  in any such legal
      proceeding  commenced in any state or federal  court located in the county
      of San  Diego,  California  any  claim  that  such  party  is not  subject
      personally to the  jurisdiction of such court,  that such legal proceeding
      has  been  brought  in an  inconvenient  forum,  that  the  venue  of such
      proceeding 7
<PAGE>


      is improper or that this Agreement or the subject matter of this Agreement
      may not be enforced in or by such court.

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

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

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

      if to the Investor:                  To the  address set forth in Schedule
                                           1 hereto.

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

            (F)SUCCESSORS AND ASSIGNS. This Agreement is personal to each of the
      parties and may not be assigned  without the written  consent of the other
      parties;  provided,  however, that any of the Investors shall be permitted
      to assign this Agreement to any person to whom it assigns or transfers the
      Warrants or Registrable Securities, other than in a public resale, in

                                       8
<PAGE>


      compliance  with  applicable  securities  laws.  Any  assignee  must be an
      "accredited  investor"  as defined in Rule  501(a)  promulgated  under the
      Securities Act.

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

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

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

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

            (K)REGISTRATION  EXPENSES.  All fees and  expenses  incident  to the
      performance  of or compliance  with this Agreement by the Company shall be
      borne by the Company whether or not the Registration Statement is filed or
      becomes  effective and whether or not any Registrable  Securities are sold
      pursuant to the Registration Statement.  The fees and expenses referred to
      in the foregoing  sentence  shall  include,  without  limitation,  (i) all
      registration  and filing fees  (including,  without  limitation,  fees and
      expenses (A) with respect to filings required to be made with the American
      Stock  Exchange  and each other  securities  exchange,  quotation  system,
      market or over-the-counter  bulletin board on which Registrable Securities
      are required  hereunder to be listed, (B) with respect to filings required
      to be  made  with  the
                                       9
<PAGE>


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

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

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

                            [Signature page follows.]


                                       10
<PAGE>


            IN WITNESS WHEREOF,  the parties hereto have executed this Agreement
      as of the date first above written.

      ADVENTRX PHARMACEUTICALS, INC.


      By:
            --------------------------------

      Name:
            --------------------------------

      Title:
            --------------------------------

      [Investor signature pages follow.]




          COMPANY SIGNATURE PAGE TO THE REGISTRATION RIGHTS AGREEMENT
<PAGE>





      INVESTORS:

      Print Exact Name:_________________________________



      By:_______________________________________________

      Name:

      Title:







                    [ADVENTRX Registration Rights Agreement]





<PAGE>







                                   SCHEDULE 1

                                    INVESTORS






<PAGE>