Exhibit 4.14

                 COMMON STOCK AND WARRANT PURCHASE AGREEMENT

This Common Stock and Warrant  Purchase  Agreement (this  "AGREEMENT"),  dated
April 19, 2004 (the "AGREEMENT  DATE"),  is between ADVENTRX  Pharmaceuticals,
Inc.,  a Delaware  corporation  (the  "COMPANY"),  and Franklin M. Berger (the
"INVESTOR").

1.    SUBSCRIPTION.

            (A) SHARES  OF  COMMON  STOCK. On  the  terms  and  subject  to  the
      conditions set forth in this Agreement, at the Closing (as defined below),
      the Company will sell and the Investor will purchase One Hundred Sixty-six
      Thousand Six Hundred Sixty-six (166,666) shares of Common Stock, par value
      $0.001 per share, of the Company  ("COMMON  STOCK") at a purchase price of
      $1.50 per share (the "SHARE PRICE").  For purposes of this Agreement,  the
      term  "SHARES"  refers  to the  shares of Common  Stock  purchased  by the
      Investor pursuant to this Agreement.

            (B) WARRANTS  In  consideration  of the  Investor's  purchase of the
      Shares, the Company shall also issue to the Investor (i) a warrant, in the
      form of Exhibit A-1 hereto, to purchase  Forty-nine  Thousand Nine Hundred
      Ninety-nine  (49,999) shares of Common Stock (an "A-1 WARRANT") and (ii) a
      warrant,  in the form of Exhibit  A-2  hereto,  to  purchase  Thirty-three
      Thousand Three Hundred  Thirty-three  (33,333)  shares of Common Stock (an
      "A-2 WARRANT"). The A-1 Warrants and A-2 Warrants issuable to the Investor
      pursuant  to this  Agreement  are  collectively  referred to herein as the
      "WARRANTS."

2.    CLOSING; CONDITIONS TO CLOSING.

            (A) CLOSING. The closing of the  purchase and sale of the Shares and
      the issuance of the Warrants (the  "CLOSING")  will take place as promptly
      as practicable, but no later than five business days after satisfaction or
      waiver of all of the  conditions set forth in Sections 2(c) and (d) (other
      than those  conditions  which by their  terms are not to be  satisfied  or
      waived until the  Closing),  at the offices of the  Company's  Counsel (as
      defined  herein),  located at 3  Embarcadero  Center,  San  Francisco,  CA
      94111-4067.  The date on which the Closing occurs is referred to herein as
      the  "CLOSING  DATE" (it is  understood  and agreed that the Closing  Date
      shall be the Agreement Date).

            (B) DELIVERY OF PURCHASE  PRICE. The Investor shall deliver or cause
      to be delivered to the Company by wire transfer of  immediately  available
      funds an amount in cash equal to $250,000 (the "PURCHASE PRICE").

            (C) CONDITIONS TO OBLIGATIONS OF THE INVESTOR TO EFFECT THE CLOSING.
      The obligations of the Investor to effect the Closing and the transactions
      contemplated by this Agreement shall be subject to the  satisfaction at or
      prior to the Closing,  of each of the following  conditions,  any of which
      may be waived, in writing, by the Investor:

                  (I) The Company  shall deliver or cause to be delivered to the
                  Investor the following:

                                      -1-
<PAGE>

                        (1) A  copy  of  the  letter  to  be  delivered  to  the
                        Company's   transfer   agent   containing    irrevocable
                        instructions  to  issue  a  certificate  evidencing  the
                        Shares, registered in the name of the Investor (it being
                        understood  and agreed that the  original of such letter
                        shall  be  delivered  to the  transfer  agent  upon  the
                        Company's receipt of the Purchase Price);

                        (2) The  Registration  Rights  Agreement  in the form of
                        Exhibit B hereto (the  "REGISTRATION  RIGHTS AGREEMENT")
                        executed by the Company; and

                        (3) The  Warrants,  each  registered  in the name of the
                        Investor and executed by the Company.

            (D) CONDITIONS TO  OBLIGATIONS OF THE COMPANY TO EFFECT THE CLOSING.
      The obligations of the Company to effect the Closing and the  transactions
      contemplated by this Agreement shall be subject to the  satisfaction at or
      prior to the Closing of each of the following conditions, any of which may
      be waived, in writing, by the Company:

                  (I) The  Investor  shall have  executed  and  delivered to the
                  Company this Agreement;

                  (II) The Investor  shall have  executed  and  delivered to the
                  Company the Registration Rights Agreement;

                  (III) The Investor  shall have  executed and  delivered to the
                  Company the Investor Suitability Questionnaire attached hereto
                  as Exhibit C and the Company  shall be  reasonably  satisfied,
                  through the  responses of the  Investor,  that the sale of the
                  Shares and the Warrants shall not require registration thereof
                  under the Securities Act of 1933, as amended (the  "SECURITIES
                  ACT")  or  under  the  blue  sky  or  securities  laws  of any
                  jurisdiction; and

                  (IV) The Investor  shall have  delivered the Purchase Price to
                  the Company.

3.  REPRESENTATIONS  AND WARRANTIES OF THE COMPANY.  The Company  represents and
warrants as of the Agreement Date to the Investor  that,  except as set forth on
the Disclosure Schedule attached as Schedule 3:

            (A) CORPORATE  EXISTENCE  AND POWER;  SUBSIDIARIES. The Company is a
      corporation duly incorporated, validly existing and in good standing under
      the laws of the state in which it is  incorporated,  and has all corporate
      powers required to carry on its business as now conducted.  The Company is
      duly  qualified  to do  business as a foreign  corporation  and is in good
      standing in each jurisdiction where the character of the property owned or
      leased by it or the  nature of its  activities  makes  such  qualification
      necessary,  except  for those  jurisdictions  where the  failure  to be so
      qualified would not have a Material  Adverse Effect.  For purposes of this
      Agreement,  the term "MATERIAL  ADVERSE EFFECT" means, with respect to the
      Company, a material adverse effect on the Company's  condition  (financial
      or other), business, properties, assets, liabilities (including contingent
      liabilities),  results  of  operations  or current  prospects,  taken as a
      whole.   True  and  complete  copies  of  the  Company's   Certificate  of
      Incorporation, as amended (the "CERTIFICATE"), and Bylaws, as amended (the
      "BYLAWS"),  as currently in effect and as will be in effect on the Closing
      Date, have previously been made available to the Investor. For purposes of
      this  Agreement,  the term  "SUBSIDIARY"  or  "SUBSIDIARIES"  means,  with
      respect to any entity,  any  corporation  or other  organization  of which
      securities or other  ownership  interests  having ordinary voting power to
      elect a majority of the board of  directors  or other  persons  performing
      similar  functions are directly or  indirectly  owned by such entity or of
      which  such  entity  is a  partner  or is,  directly  or  indirectly,  the
      beneficial  owner of 50% or more of any  class  of  equity  securities  or
      equivalent   profit   participation   interests.   The   Company   has  no
      Subsidiaries.

                                      -2-
<PAGE>

            (B) CORPORATE AUTHORIZATION. The execution, delivery and performance
      by the Company of this Agreement,  the Registration Rights Agreement,  the
      Warrants and each of the other documents  executed by the Company pursuant
      to and in connection with this Agreement  (collectively,  the "TRANSACTION
      Agreements"), and the consummation of the transactions contemplated hereby
      and thereby  (including,  but not limited to, the sale and delivery of the
      Shares and the Warrants to the Investor and the subsequent issuance of the
      Warrant  Shares  to the  Investor  upon  exercise  of the  Warrants)  (the
      "TRANSACTIONS") have been (and will be, in the case of the issuance of the
      Warrant  Shares)  duly   authorized,   and  no  additional   corporate  or
      stockholder  action is  required  for the  approval  thereof.  The  shares
      issuable upon  exercise of the Warrants  (the "WARRANT  SHARES") have been
      duly reserved for issuance by the Company. The Transaction Agreements have
      been  or,  to  the  extent  contemplated  hereby  or  by  the  Transaction
      Agreements,  will be duly executed and delivered and constitute the legal,
      valid and  binding  agreement  of the  Company,  enforceable  against  the
      Company  in  accordance  with  their  terms,  except as may be  limited by
      bankruptcy,  reorganization,  insolvency,  moratorium  and similar laws of
      general application  relating to or affecting the enforcement of rights of
      creditors,  and except as enforceability of its obligations  hereunder are
      subject to  general  principles  of equity  (regardless  of  whether  such
      enforceability is considered in a proceeding in equity or at law).

            (C) NON-CONTRAVENTION The execution, delivery and performance by the
      Company of the Transaction Agreements, and the consummation by the Company
      of the  Transactions  do not and  will  not (a)  violate  any  term of the
      Certificate,  the Bylaws or any material agreement to which the Company is
      a party  or by  which it is  bound;  (b)  constitute  a  violation  of any
      provision of any law, regulation,  judgment,  injunction,  order or decree
      binding upon or  applicable to the Company;  (c)  constitute a default (or
      would constitute a default with notice or lapse of time or both) or breach
      under or give rise to a right of termination, cancellation or acceleration
      or loss of any benefit  under any  material  agreement,  contract or other
      instrument  binding  upon the  Company  or  under  any  material  license,
      franchise,  permit or other similar  authorization held by the Company; or
      (d) result in the creation or imposition of any Lien (as defined below) on
      any asset of the Company. For purposes of this Agreement,  the term "LIEN"
      means,  with respect to any asset,  any mortgage,  lien,  pledge,  charge,
      security  interest,  claim or  encumbrance  of any kind in respect of such
      asset.

            (D) SEC  DOCUMENTS. The Company is  obligated  under the  Securities
      Exchange Act of 1934,  as amended (the  "EXCHANGE  ACT"),  to file reports
      pursuant  to  Sections  13 or 15(d)  thereof  (all such  reports  filed or
      required  to be filed by the  Company  with the  Securities  and  Exchange
      Commission  (the   "COMMISSION"),   including  all  exhibits   thereto  or
      incorporated therein by reference,  and all documents filed by the Company
      under the Securities Act,  hereinafter called the "SEC DOCUMENTS").  Since
      December 31, 2002, the Company has timely filed all SEC Documents required
      to be filed under the Exchange  Act. All SEC  Documents  filed on or after
      October 31, 2000 (i) were prepared in all material  respects in accordance
      with the  requirements  of the  Exchange  Act and (ii) did not at the time
      they were filed (or,  if amended or  superseded  by a filing  prior to the
      Agreement  Date,  then on the  date of such  filing)  contain  any  untrue
      statement of a material  fact or omit to state a material fact required to
      be stated therein or necessary in order to make the statements therein, in
      light of the circumstances  under which they were made, not misleading.  A
      correct  and  complete  copy of each of the SEC  Documents  for any period
      ending on or after  December 31, 2002 (the "RECENT  REPORTS") is currently
      available  to the Investor at the  Commission's  main  ___________  public
      ___________               website              ___________              at
      http://www.sec.gov/cgi-bin/browse-edgar?company=adventrx+pharma&CIK=&
      filenum=&State=&SIC=&owner=include&action=getcompany.    None    of    the
      information  about the Company or any of its  Subsidiaries  which has been
      disclosed  to the  Investor  herein or in the  course of  discussions  and
      negotiations  with  respect  hereto  which is not  disclosed in the Recent
      Reports is or was required to be so disclosed.

                                      -3-
<PAGE>

            (E) FINANCIAL STATEMENTS. Each of the Company's audited consolidated
      balance sheet and related  consolidated  statements of income,  cash flows
      and changes in  stockholders'  equity  (including the related notes) as of
      and for the years  ended  December  31, 2003 and  December  31,  2002,  as
      contained in the Recent Reports (both of (i) and (ii),  collectively,  the
      "FINANCIAL  STATEMENTS")  (x) present fairly in all material  respects the
      financial  position of the Company and its  Subsidiaries on a consolidated
      basis as of the dates  thereof and the results of  operations,  cash flows
      and stockholders'  equity as of and for each of the periods then ended and
      (y) were prepared in  accordance  with United  States  generally  accepted
      accounting  principals  ("GAAP")  applied on a consistent basis throughout
      the periods involved,  in each case, except as otherwise  indicated in the
      notes thereto.

            (F) COMPLIANCE  WITH  LAW. The  Company  is in  compliance  and  has
      conducted  its  business  so  as  to  comply  with  all  laws,  rules  and
      regulations,  judgments,  decrees or orders of any  court,  administrative
      agency,  commission,  regulatory authority or other governmental authority
      or instrumentality, domestic or foreign, applicable to its operations, the
      violation  of which would cause a Material  Adverse  Affect.  There are no
      judgments or orders, injunctions, decrees, stipulations or awards (whether
      rendered by a court or administrative agency or by arbitration), including
      any such  actions  relating  to  affirmative  action  claims  or claims of
      discrimination,  against the Company or against any of its  properties  or
      businesses.

            (G) ABSENCE OF CERTAIN CHANGES. Since December 31, 2003, the Company
      has conducted  its business only in the ordinary  course and there has not
      occurred, except as set forth in the Recent Reports or any exhibit thereto
      or incorporated by reference  therein,  any event that could reasonably be
      expected  to have a Material  Adverse  Effect on the Company or any of its
      Subsidiaries.

            (H) NO  UNDISCLOSED  LIABILITIES. Except as set forth in the  Recent
      Reports,  and except  for  liabilities  and  obligations  incurred  in the
      ordinary  course of business  since December 31, 2003, as of the Agreement
      Date,  to the  Company's  knowledge,  (i) the  Company  does  not have any
      material  liabilities or  obligations  (absolute,  accrued,  contingent or
      otherwise)  which,  and (ii) there has not been any aspect of the prior or
      current conduct of the business of the Company or its  Subsidiaries  which
      may form the basis for any  material  claim by any third party  which,  in
      each case, if asserted  could result in any such material  liabilities  or
      obligations  which are not fully reflected,  reserved against or disclosed
      in the balance sheet of the Company as at December 31, 2003.

                                      -4-
<PAGE>

            (I)  CAPITALIZATION.  The  authorized  capital  stock of the Company
      consists of 100,000,000  shares of Common Stock of which 53,221,288 shares
      are issued and  53,198,123  are  outstanding  as of the Agreement Date and
      1,000,000  shares of preferred  stock, par value $0.01 per share, of which
      none are issued and  outstanding as of the Agreement  Date. All issued and
      outstanding   shares  of  the  Company's  capital  stock  have  been  duly
      authorized and were validly issued,  and are fully paid and nonassessable.
      No securities issued by the Company from October 31, 2000 to the Agreement
      Date were issued in  violation of any  statutory or common law  preemptive
      rights.  Upon  issuance  pursuant  to the terms of this  Agreement  or the
      Warrants,  as the case may be, all Shares and Warrant Shares shall be duly
      authorized,   validly   issued  and   outstanding,   and  fully  paid  and
      nonassessable  and such shares  shall not have been issued in violation of
      any statutory or  contractual  preemptive  rights.  There are no dividends
      which have accrued or been declared but are unpaid on the capital stock of
      the Company.  All taxes required to be paid by Company in connection  with
      the issuance and any  transfers of the  Company's  capital stock have been
      paid.  All  permits or  authorizations  required  to be  obtained  from or
      registrations  required  to be  effected  with any  person  or  entity  in
      connection  with any and all  issuances of  securities of the Company from
      October  31,  2000  through  the  Agreement  Date  have been  obtained  or
      effected,  and all securities of the Company have been issued and are held
      in accordance  with the provisions of all  applicable  securities or other
      laws.  A true and complete  capitalization  table of the Company as of the
      Agreement  Date is set forth in Schedule  3(i). No shares of capital stock
      of the  Company  are  subject to  preemptive  rights or any other  similar
      rights of the  stockholders  of the  Company or any liens or  encumbrances
      imposed  through the actions or failure to act of the  Company.  Except as
      disclosed in Schedule  3(i),  as of the Agreement  Date,  (i) there are no
      outstanding  options,  warrants,  scrip,  rights to subscribe  for,  puts,
      calls,  rights of first  refusal,  agreements,  understandings,  claims or
      other  commitments or rights of any character  whatsoever  relating to, or
      securities or rights  convertible  into or exchangeable  for any shares of
      capital stock of the Company,  or  arrangements by which the Company is or
      may  become  bound to issue  additional  shares  of  capital  stock of the
      Company,  (ii) there are no  agreements  or  arrangements  under which the
      Company is obligated to register the sale of any of its  securities  under
      the  Securities  Act  and  (iii)  there  are  no  anti-dilution  or  price
      adjustment  provisions contained in any security issued by the Company (or
      in any  agreement  providing  rights  to  security  holders)  that will be
      triggered  by the  issuance  of the  Shares,  Warrants  or Warrant  Shares
      (including  the  issuance  of the  Warrant  Shares  upon  exercise  of the
      Warrants).

            (J) GOVERNMENT  AUTHORIZATIONS. Except as  disclosed  in the  Recent
      Reports,  the  Company  holds  all  material   authorizations,   consents,
      approvals,  franchises, licenses and permits required under applicable law
      or  regulation  for  the  operation  of the  business  of the  Company  as
      presently   operated   (the   "GOVERNMENTAL   AUTHORIZATIONS").   All  the
      Governmental  Authorizations  have been duly issued or obtained and are in
      full force and effect, and the Company is in material  compliance with the
      terms of all the Governmental Authorizations.  The Company has not engaged
      in any  activity  that,  to  its  knowledge,  would  cause  revocation  or
      suspension  of any such  Governmental  Authorizations.  The Company has no
      knowledge  of any facts  which could  reasonably  be expected to cause the
      Company  to  believe  that  the  Governmental  Authorizations  will not be
      renewed  by the  appropriate  governmental  authorities  in  the  ordinary
      course. Neither the execution,  delivery nor performance of this Agreement
      shall   adversely   affect   the   status  of  any  of  the   Governmental
      Authorizations.

                                      -5-
<PAGE>

            (K) BROKERS. No broker,  finder or investment  banker is entitled to
      any brokerage,  finder's or other fee or commission in connection with the
      transactions  contemplated by this  Agreement,  based upon any arrangement
      made by or on behalf of the  Company,  which would make the Company or the
      Investor liable for any fees or commissions.

            (L) SECURITIES  LAWS. Neither the  Company  nor any agent  acting on
      behalf  of the  Company  has taken  any  action  which  might  cause  this
      Agreement or the Shares or Warrants to violate the  Securities  Act or the
      Exchange Act or any rules or  regulations  promulgated  thereunder,  as in
      effect on the Closing Date.  Assuming that all of the  representations and
      warranties  of the  Investor  set forth in Section 4 are true and correct,
      the offer, sale and issuance of the Shares and Warrants in conformity with
      the terms of this Agreement are exempt from the registration  requirements
      of  Section  5 of  the  Securities  Act  and  from  the  qualification  or
      registration requirements of applicable "blue sky" laws.

            (M) ISSUANCE  OF SHARES. The Shares are duly  authorized  and,  upon
      issuance in accordance  with the terms of this  Agreement  will be validly
      issued,  fully paid, and  non-assessable  and free from all taxes,  liens,
      claims and encumbrances with respect to the issue thereof and shall not be
      subject to preemptive  rights or other similar rights of  stockholders  of
      the Company and will not impose personal  liability on the holder thereof.
      The Warrant  Shares are duly  authorized  and reserved for issuance,  and,
      when  issued  upon  exercise of or  otherwise  pursuant  to the  Warrants,
      respectively,  in  accordance  with the  terms  thereof,  will be  validly
      issued,  fully paid and  non-assessable,  and free from all taxes,  liens,
      claims and  encumbrances  and will not be subject to preemptive  rights or
      other similar  rights of  stockholders  of the Company and will not impose
      personal liability upon the holder thereof.

            (N) INTERNAL  ACCOUNTING CONTROLS. The Company maintains a system of
      internal accounting controls sufficient,  in the judgment of the Company's
      board of directors,  to provide reasonable assurance that (i) transactions
      are  executed  in  accordance  with   management's   general  or  specific
      authorizations,  (ii)  transactions  are  recorded as  necessary to permit
      preparation of financial  statements in conformity with generally accepted
      accounting principles and to maintain asset  accountability,  (iii) access
      to assets is permitted  only in accordance  with  management's  general or
      specific authorization and (iv) the recorded  accountability for assets is
      compared with the existing assets at reasonable  intervals and appropriate
      action is taken with respect to any differences.

            (O) NO INVESTMENT COMPANY. The Company is not, and upon the issuance
      and sale of the Shares and Warrants as contemplated by this Agreement will
      not be,  an  "investment  company"  required  to be  registered  under the
      Investment Company Act of 1940 (an "INVESTMENT  COMPANY").  The Company is
      not controlled by an Investment Company.

            (P) SARBANES-OXLEY ACT.The Company is in substantial compliance with
      the  applicable   provisions  of  the  Sarbanes-Oxley  Act  of  2002  (the
      "SARBANES-OXLEY   ACT"),   and  the  rules  and  regulations   promulgated
      thereunder,  that are effective and intends to comply  substantially  with
      other applicable  provisions of the Sarbanes-Oxley  Act, and the rules and
      regulations  promulgated  thereunder,   upon  the  effectiveness  of  such
      provisions.

                                      -6-
<PAGE>

            (Q)  BENEFICIAL  HOLDINGS OF BURNHAM  HILL  PARTNERS.  Burnham  Hill
      Partners  ("BHP"),  a division of Pali  Capital,  Inc.  and the  Company's
      placement  agent with  respect to the  purchase and sale of the Shares and
      the  issuance  of the  Warrants,  has advised  the  Company  that  certain
      employees of BHP and their family members (acting  separately and not as a
      group) owned  approximately 12% of the outstanding  shares of Common Stock
      as of April 4, 2004.

4.  REPRESENTATIONS  AND  WARRANTIES  OF  THE  INVESTOR.   The  Investor  hereby
represents and warrants to the Company as follows:

            (A) EXEMPT   TRANSACTION;  UNREGISTERED  SHARES  AND  WARRANTS.  The
      Investor  understands  that the Shares and Warrants are being  offered and
      sold in reliance on one or more exemptions from registration  provided for
      under  the  Securities  Act,  and that the  Company's  reliance  upon such
      exemptions is predicated, in part, upon the Investor's representations and
      warranties set forth in this Agreement.  The Investor acknowledges that it
      is purchasing  the Shares and Warrants  without being offered or furnished
      any offering  literature  or  prospectus.  The Investor  understands  that
      neither the  Commission,  nor any  governmental  agency  charged  with the
      administration  of the securities laws of any  jurisdiction  nor any other
      governmental   agency  has  passed   upon  or   reviewed   the  merits  or
      qualifications  of, or  recommended  or approved the offer and sale of the
      Shares and Warrants pursuant to the terms of this Agreement.

            (B) INVESTMENT  INTENT; ACCREDITATION;  AUTHORITY.  The  Investor is
      acquiring the Shares and Warrants for  investment  for the  Investor's own
      account,  not as nominee or agent,  for investment and not with a view to,
      or for resale in connection  with,  any  distribution  or public  offering
      thereof within the meaning of the Securities Act; provided,  however, that
      by making the  representations  herein, the Investor reserves the right to
      dispose  of  the  Shares,  Warrants  or  Warrant  Shares  at any  time  in
      accordance  with this  Agreement or the  Warrant,  as  applicable,  and in
      accordance  with or pursuant to a  registration  statement or an exemption
      from registration under the Securities Act. The Investor is an "accredited
      investor"  within the meaning of the Securities  Act. The Investor has the
      full right,  power,  authority and capacity to enter into and perform this
      Agreement,  the  terms of this  Agreement  constitute  valid  and  binding
      obligations of the Investor  enforceable  in accordance  with their terms,
      except  as  the  same  may  be  limited  by  equitable  principles  and by
      bankruptcy,  insolvency, moratorium, and other laws of general application
      affecting the enforcement of creditors' rights.

            (C) KNOWLEDGE AND EXPERIENCE.The Investor (i) has such knowledge and
      experience  in  financial  and  business  matters  as  to  be  capable  of
      evaluating the merits and risks of the Investor's  prospective  investment
      in the  Shares and  Warrants;  (ii) has the  ability to bear the  economic
      risks of the Investor's prospective  investment;  (iii) has been furnished
      with and has had access to such information as the Investor has considered
      necessary  to make a  determination  as to the  purchase of the Shares and
      Warrants  together  with such  additional  information  as is necessary to
      verify the  accuracy  of the  information  supplied;  and (iv) has had all
      questions which have been asked by the Investor satisfactorily answered by
      the Company.

                                      -7-
<PAGE>

            (D) RESTRICTED  SECURITIES. The Investor understands that the Shares
      and Warrants are  "restricted  securities" as such term is defined in Rule
      144 of Regulation D promulgated  under the Securities Act ("RULE 144") and
      must be held  indefinitely  unless  they are  subsequently  registered  or
      qualified  under  applicable  state  and  federal  securities  laws  or an
      exemption from such registration or qualification is available.  Except as
      contemplated  by  the   Registration   Rights   Agreement,   the  Investor
      understands  that it may resell the Shares and Warrant Shares  pursuant to
      Rule 144 only after the  satisfaction of certain  requirements,  including
      the  requirement  that the Shares and Warrants Shares be held for at least
      one year prior to resale.

            (E) NO OBLIGATION TO REGISTER. The Investor further acknowledges and
      understands that, except as provided in the Registration Rights Agreement,
      the Company is under no  obligation  to register  the Shares,  Warrants or
      Warrant Shares. The Investor  understands that the certificate  evidencing
      the Shares,  Warrants and Warrant  Shares will be imprinted  with a legend
      which  prohibits the transfer of the Shares,  Warrants and Warrant  Shares
      unless they are  registered  or such  registration  is not required in the
      opinion of counsel in form and substance satisfactory to the Company.

            (F) DOMICILE. The Investor is a resident of the State of New York.

            (G) NO NEED FOR  LIQUIDITY.  The  Investor's  aggregate  holding  of
      securities  that are  "restricted  securities"  or  otherwise  not readily
      marketable  is not  excessive  in view of the  Investor's  net  worth  and
      financial  circumstances  and the purchase of the Shares and Warrants will
      not cause such commitment to become excessive.

            (H) INDEPENDENT ADVICE.  The Investor  understands  that the Company
      urges the Investor to seek independent  advice from professional  advisors
      relating  to the  suitability  for the  Investor of an  investment  in the
      Company in view of the Investor's overall financial needs and with respect
      to legal and tax implications of such an investment.

5.  RELIANCE.  The  Investor  understands  that  the  Company  may  rely  on the
representations and warranties in Section 4 in determining whether to permit the
Investor  to  purchase  the  Shares  and   Warrants.   If  for  any  reason  any
representations  and  warranties  are no longer true and  accurate  prior to the
Closing Date,  the Investor will give the Company  prompt  written notice of the
inaccuracy. By signing below, the Investor represents that the Investor has read
and confirmed  the truth and accuracy of each of the  foregoing  representations
and warranties.

6. ADDITIONAL COVENANTS OF THE PARTIES.

            (A) INDEMNIFICATION. Each party (an "INDEMNIFYING  PARTY") agrees to
      indemnify  and  hold  harmless  the  other  party  hereto  and each of its
      directors,   officers,   members,  managers,  agents  and  affiliates  (as
      applicable) from and against any and all loss,  damage or liability due to
      or  arising   out  of  a  breach  by  such   indemnifying   party  of  any
      representation,  warranty or covenant contained in this Agreement and made
      by such  indemnifying  party.  The  liability  of the  Investor to provide
      indemnification  pursuant  to this  Section  6  shall  be  limited  in the
      aggregate to $250,000.

                                      -8-
<PAGE>

            (B) PLEDGE OF SECURITIES. The Company  acknowledges  and agrees that
      the Shares,  Warrants and Warrant Shares may be pledged by the Investor in
      connection  with a bona fide margin  agreement  or other loan or financing
      arrangement that is secured by the Shares Warrants or Warrant Shares.  The
      pledge of the Shares, Warrants or Warrant Shares shall not be deemed to be
      a transfer,  sale or assignment of the Shares,  Warrants or Warrant Shares
      hereunder,  and the Investor  shall not be required to provide the Company
      with any notice  thereof or  otherwise  make any  delivery  to the Company
      pursuant to this Agreement or any other Transaction Agreement. The Company
      hereby  agrees to execute and deliver such  documentation  as a pledgee of
      the  Shares,   Warrants  or  Warrant  Shares  may  reasonably  request  in
      connection with a pledge of the thereof to such pledgee by the Investor.

            (C) SECURITIES LAWS DISCLOSURE;  PUBLICITY.  Neither the Company nor
      the Investor  shall make any press  release or other  publicity  about the
      terms of this Agreement or the  transactions  contemplated  hereby without
      the  prior  approval  of the  other  unless  otherwise  required  by  law,
      regulation or the rules of the Commission. In addition, the Company agrees
      that it shall not disclose,  and shall not include in any public filing or
      other announcement,  the name of the Investor,  unless expressly agreed to
      in writing by the Investor or unless and until such  disclosure is, in the
      reasonable  opinion  of  counsel  to  the  Company,  required  by  law  or
      applicable regulation, and then only to the extent of such requirement.

            (D) LISTING. The Company  shall  promptly  secure the listing of the
      Shares and Warrant Shares (and any  Registrable  Securities (as defined in
      the Registration Rights Agreement) that may from time to time be issued or
      issuable) upon each national  securities  exchange or automated  quotation
      system or bulletin  board,  if any,  upon which shares of Common Stock are
      then listed  (subject to official  notice of issuance) and, so long as the
      Investor  owns  any of  the  Registrable  Securities  (as  defined  in the
      Registration  Rights  Agreement),  shall  maintain,  so long as any  other
      shares of Common  Stock  shall be so  listed,  such  listing of all Shares
      issued  pursuant  to this  Agreement  and  Warrant  Shares  issuable  upon
      exercise of or otherwise  pursuant to the  Warrants,  and any  Registrable
      Securities (as defined in the Registration Rights Agreement) that may from
      time to time be issued or issuable. To the extent that any Common Stock is
      so listed,  the Company will obtain and, so long as the Investor  owns any
      of the  Registrable  Securities  (as  defined in the  Registration  Rights
      Agreement),  maintain  the listing and trading of its Common  Stock on the
      Nasdaq SmallCap,  the Nasdaq National Market, the New York Stock Exchange,
      or the American  Stock  Exchange and will comply in all respects  with the
      Company's  reporting,  filing  and other  obligations  under the bylaws or
      rules of any exchanges or automated  quotation systems on which the Common
      Stock is then listed.

7. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.

            (A) LEGEND.The instruments representing the Shares, Warrants and, if
      applicable,  Warrant  Shares  shall bear the  following  legend or similar
      legend (as well as any legends  required by  applicable  corporate law and
      state and federal securities laws):

                  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 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.

                                      -9-
<PAGE>

            (B) REMOVAL OF LEGEND AND TRANSFER RESTRICTIONS. Any legend endorsed
      on a  certificate  pursuant to this  Section 7 shall be  removed,  and the
      Company  shall issue a  certificate  without  such legend to the holder of
      such Shares, Warrants or Warrant Shares, as applicable, if (i) such Shares
      or Warrant Shares are resold  pursuant to a registration  statement  under
      the Securities Act, and a prospectus  meeting the  requirements of Section
      11 of the Securities Act is delivered or deemed delivered to the purchaser
      of such  Shares or  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  Shares,  Warrants  or
      Warrant Shares, reasonably satisfactory to the Company, to the effect that
      a sale, transfer or assignment of such Shares,  Warrants or Warrant Shares
      may be made without registration.

8. PRICE  PROTECTION.  If the  Company  issues or sells any shares of its Common
Stock or Common Stock  Equivalents,  other than Excluded Shares (as that term is
defined  below)  ("ADDITIONAL  SHARES") at any time after the  Closing  Date and
prior to June 30, 2004 (the "ADJUSTMENT  PERIOD") for a consideration  per share
(as to any such  issuance,  the "DILUTIVE  PRICE") (a) less than the Share Price
(as  adjusted  for  stock  splits,  stock  dividends  and the  like)  and (b) if
Additional  Shares have been previously issued during the Adjustment Period with
respect to which the Company has fully  complied  with this Section 8, then also
less than the  lowest  Dilutive  Price (as  adjusted  for  stock  splits,  stock
dividends  and the like) at which such  Additional  Shares have been  previously
issued  during  the  Adjustment  Period,  then the  Company  will  issue to each
Investor a number of  shares,  if  positive,  of Common  Stock to such  Investor
determined by the following formula:

                        X  =  (A * B / C) -  (A + D)

            Where:   X  =  the  number of shares of Common  Stock to be issued
                           to  the  Investor,  rounded  to the  nearest  whole
                           number;

                     A     = the number of Shares (as adjusted for stock splits,
                           stock  dividends  and  the  like)  then  held  by the
                           Investor;

                     B  =  the Share  Price  (as  adjusted  for stock  splits,
                           stock dividends and the like);

                     C  =  the applicable Dilutive Price; and

                     D  =  the aggregate  number of shares of Common  Stock  (as
                           adjusted for stock  splits,  stock  dividends and the
                           like) issued to the Investor pursuant to this Section
                           8 prior to the date of such determination.

                                      -10-
<PAGE>

For purposes of this Agreement,  the term "EXCLUDED SHARES" means: (i) shares of
Common Stock  issuable or issued after the Closing Date 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 Closing 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 Agreement Date, (b) conversion of shares of the
Company's  Preferred  Stock,  par  value  $0.01  per  share  outstanding  on the
Agreement  Date or (c)  exchange  of  promissory  notes  issued  by the  Company
outstanding on the Agreement  Date; (iv) 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;  (v)
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;  (vi) shares of Common
Stock issuable or issued pursuant to stock splits, stock dividends and the like,
or (vii)  shares of Common  Stock issued or issuable by way of dividend or other
distribution  on any shares of Common Stock issued pursuant to clauses (i)- (vi)
above.

If 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  (collectively,  "COMMON STOCK EQUIVALENTS")  during
the  Adjustment  Period,  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 (i) the Share Price (as adjusted for
stock splits,  stock dividends and the like) and (ii) if Additional  Shares have
been  previously  issued during the Adjustment  Period with respect to which the
Company has fully  complied  with this Section 8, then also less than the lowest
Dilutive Price (as adjusted for stock splits,  stock  dividends and the like) at
which such Additional  Shares have been previously  issued during the Adjustment
Period,  then the Company  shall issue to the Investor  that number of shares of
Common Stock that would be issuable pursuant to this Section 8 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  issuances  shall be made under this Section 8 upon the
actual issue of such Common Stock upon the  exercise,  conversion or exchange of
such  Common  Stock  Equivalents,  unless  such  actual  issue is at a per share
consideration  lower than the  Dilutive  Price used for  purposes of the initial
adjustment pursuant to this Section 8.

9. PARTICIPATION RIGHTS.

            (A) Subject to the terms and conditions specified in this Section 9,
      the  Company  hereby  grants to the  Investor a right of first  offer with
      respect to sales by the Company of  Additional  Shares,  which in no event
      shall include Excluded Shares, on the same terms and conditions as offered
      by the Company to the other purchasers of such Additional  Shares.  If the
      Company proposes to offer any Additional Shares for sale at any time after
      June 30, 2004 and before the first  anniversary  of the Closing Date,  the
      Company shall make an offering of such  Additional  Shares to the Investor
      in accordance with the following provisions:

                                      -11-
<PAGE>

                  (I) The Company shall deliver a notice (the "ISSUANCE NOTICE")
            to the  Investor  stating (A) its bona fide  intention to offer such
            Additional  Shares,  (B) the number of such Additional  Shares to be
            offered,  (C) the price and terms, if any, upon which it proposes to
            offer such Additional Shares,  and (D) the anticipated  closing date
            of the sale of such Additional Shares.

                  (II) By written notification  received by the Company,  within
            five trading days after giving of the Issuance Notice (the "RESPONSE
            PERIOD"), the Investor may elect to purchase or obtain, at the price
            and on the terms specified in the Issuance Notice, up to $125,000 of
            such Additional  Shares. Any such purchase shall be completed at the
            same  closing  as  that  of  any  third  party  purchasers  or at an
            additional closing thereunder.

                  (III) The Company may, during the 75-day period  following the
            expiration of the Response Period, offer the remaining  unsubscribed
            portion  of such  Additional  Shares  to any  person or  persons  on
            substantially  similar  terms to  those  specified  in the  Issuance
            Notice.  If the  Company  does  not  consummate  the  sale  of  such
            Additional  Shares within such period or if such  Additional  Shares
            are offered on terms not  substantially  similar to the terms of the
            offer specified in the Issuance Notice, the right provided hereunder
            shall be deemed to be revived and such  Additional  Shares shall not
            be  offered  or sold  unless  first  reoffered  to the  Investor  in
            accordance herewith.

            (B) The participation  right set forth in this  Section 9 may not be
      assigned  or  transferred,  except  that such right is  assignable  by the
      Investor  to  any  wholly-owned   subsidiary  or  parent  of,  or  to  any
      corporation or entity that is, within the meaning of the  Securities  Act,
      controlling,  controlled  by  or  under  common  control  with,  any  such
      Investor,  provided  in any event  that such  assignee  is an  "accredited
      investor"  as such term is defined in Rule  501(a)  promulgated  under the
      Securities Act.

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

                                      -12-
<PAGE>

            (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             Bingham McCutchen LLP
      constitute notice):                3 Embarcadero Center
                                         San Francisco, CA  94111-4067
                                         Attention: Henry D. Evans, Jr.
                                         Facsimile: (415) 393-2286

      if to the Investor:                Franklin M. Berger
                                         19 East 80th Street
                                         New York, NY  10021
                                         Facsimile:  (212) 988-9340

                                      -13-
<PAGE>

            (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 Investor.  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
      party;  provided,  however, that the Investor shall be permitted to assign
      this  Agreement to any person to whom it assigns or  transfers  securities
      issued  or  issuable   pursuant  to  this  Agreement  in  compliance  with
      applicable  securities  laws and this  Agreement.  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.

                                      -14-
<PAGE>

            (K) SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  All representations
      and warranties made by the parties hereto in this Agreement, shall survive
      (i) the execution and delivery hereof,  (ii) any investigations made by or
      on  behalf  of the  parties  and  (iii)  the  closing  of the  transaction
      contemplated hereby.

            (L) EXPENSES. Except as otherwise  provided in any other Transaction
      Agreement,  the Company and the Investor shall each be responsible for the
      payment of and bear their own  expenses  and legal  fees  relating  to the
      preparation  and  negotiation  of  the  Transaction   Agreements  and  the
      consummation of the Transactions.

            (M) 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.

            (N) SECURITIES LAW COMPLIANCE.

                  (I) SECURITIES  ACT. The Company shall timely prepare and file
                  with  the  Commission  the  form  of  notice  of the  sale  of
                  securities  pursuant  to  the  requirements  of  Regulation  D
                  regarding  the sale of the  Shares  and  Warrants  under  this
                  Agreement.

                  (II) STATE  SECURITIES  LAW  COMPLIANCE  -- SALE.  The Company
                  shall timely prepare and file such  applications,  consents to
                  service of process  (but not  including  a general  consent to
                  service of process) and similar  documents and take such other
                  steps and perform  such  further  acts as shall be required by
                  the State of New York,  with respect to the sale of the Shares
                  and Warrants under this Agreement.

                  (III) STATE SECURITIES LAW COMPLIANCE  --RESALE.  Beginning no
                  later than June 30, 2004 and continuing until (i) the Investor
                  has  sold   all  of  its   Registrable   Securities   under  a
                  Registration  Statement  or (ii) the  Common  Stock  becomes a
                  "covered security" under Section 18(b)(1)(A) of the Securities
                  Act,  the  Company  shall   maintain   within  either  Moody's
                  Industrial Manual or Standard and Poor's Standard  Corporation
                  Descriptions  (or any  successors  to these  manuals which are
                  similarly  qualified as "recognized  securities manuals" under
                  state Blue Sky laws) an  updated  listing  containing  (i) the
                  names of the  officers and  directors  of the Company,  (ii) a
                  balance  sheet of the  Company as of a date that is at no time
                  older  than  eighteen  months  and  (iii) a  profit  and  loss
                  statement of the Company for either the preceding  fiscal year
                  or the most recent year of operations.  Capitalized terms used
                  in this Section 10(n)(iii),  but not otherwise defined in this
                  Agreement,   shall   have  the   meanings   assigned   in  the
                  Registration Rights Agreement.

                                      -15-
<PAGE>

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

ADVENTRX PHARMACEUTICALS, INC.


By:    /s/ Evan M. Levine
       --------------------------------

Name:  Evan M. Levine
       --------------------------------

Title: Chief Operating Officer
       --------------------------------



/s/ Franklin M. Berger
--------------------------------------
FRANKLIN M. BERGER


SIGNATURE  PAGE TO THE COMMON  STOCK AND  WARRANT  PURCHASE  AGREEMENT

<PAGE>

                                   SCHEDULE 3

                               DISCLOSURE SCHEDULE

<PAGE>

                                   EXHIBIT A-1

                  Form of A-1 Common Stock Purchase Warrant



<PAGE>

                                   EXHIBIT A-2

                  Form of A-2 Common Stock Purchase Warrant



<PAGE>

                                    EXHIBIT B

                      Form of Registration Rights Agreement



<PAGE>

                                    EXHIBIT C

                       INVESTOR SUITABILITY QUESTIONNAIRE



               (ALL INFORMATION WILL BE TREATED CONFIDENTIALLY)

A.    PERSONAL INFORMATION

      Name:
             -----------------------------------------------------------------
                 (Exact name as it should appear on stock certificate.)

      Residence Address:
                          ----------------------------------------------------

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

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

      Home Telephone Number:
                              ------------------------------------------------

      Fax  Telephone Number:
                              ------------------------------------------------

      Email Address:
                              ------------------------------------------------

      Social Security Number:
                               -----------------------------------------------

 B.   DELIVERY INFORMATION (Applicable only if different than residence.)

      Name of Institution or Destination:
                                        --------------------------------------

      Contact Name:
                  ------------------------------------------------------------

      Delivery Address:
                      --------------------------------------------------------





      Account Reference (if applicable):
                                       ---------------------------------------

      Contact Telephone Number:
                              ------------------------------------------------

      Contact Fax Telephone Number:
                                  --------------------------------------------

      Contact Email Address:
                           ---------------------------------------------------

<PAGE>


C.    EMPLOYMENT INFORMATION

      Occupation:
                   -----------------------------------------------------------

      Number of Years:
                        ------------------------------------------------------

      Present Employer:
                         -----------------------------------------------------

      Position/Title:
                       -------------------------------------------------------

      Business Address:
                         -----------------------------------------------------

      Business Telephone:
                           ---------------------------------------------------

D.    RESIDENT INFORMATION

      Set forth in the space provided below the  state(s)/country(ies)  in which
      you have maintained your principal  residence  during the past three years
      and the date during which you resided in each state/country.

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

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

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

      Are you  registered to vote in, or do you have a driver's  license  issued
      by, or do you maintain a residence  in any other  state?  If yes, in which
      state(s)?

            Yes  _____                    No  _____

E.    INCOME

      Do you  reasonably  expect either your own income from all sources  during
      the current  year to exceed  $200,000 or the joint  income of you and your
      spouse (if  married)  from all sources  during the current  year to exceed
      $300,000?

            Yes  _____                    No  _____

            If not, please specify the amount:

      What percentage of your income as shown above is anticipated to be derived
      form sources other than salary?

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

<PAGE>

      Was either your yearly income from all sources during each of the last two
      years in excess of $200,000 or was the joint income of you and your spouse
      (if  married)  from all  sources  during  each of such  years in excess of
      $300,000?

            Yes  _____                    No  _____

            If no, please specify the amount for:

            Last Year:
                        ------------------------------------------------------

            Year Before Last:
                               -----------------------------------------------

F.    NET WORTH

      Will  your  net  worth*  as of the  date you  purchase  securities  of the
      Company,  together  with the net  worth of your  spouse,  be in  excess of
      $1,000,000?

            Yes  _____                    No  _____

      If not, please specify amount:

      * As used in this  questionnaire  the term "net worth" means the amount by
      which total assets  exceed total  liabilities.  In computing net worth for
      purposes  of this Item 5, you should  value your  principal  residence  at
      cost, including cost of improvements,  or at that value recently appraised
      by an  institutional  lender  making  a  secured  loan or  otherwise  by a
      certified appraiser, net of encumbrances.

G.    EDUCATION

      Please describe your educational background and degrees obtained, if any.

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

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

H.    AFFILIATION

      If you have any pre-existing  personal or business  relationship  with the
      Company or any of its officers,  directors or controlling persons,  please
      describe the nature and duration of such relationship.

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

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

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

<PAGE>

I.    BUSINESS AND FINANCIAL EXPERIENCE

      Please  describe  in  reasonable  detail  the  nature  and  extent of your
      business,  financial and investment  experience which you believe give you
      the capacity to evaluate  the merits and risks of the proposed  investment
      and the capacity to protect your interests.

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

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

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

      Are you  purchasing  the  securities  offered for your own account and for
      investment purposes only?

            Yes  _____                    No  _____

            If no, please state for whom you are investing and/or the reason for
            investing.

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

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

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

     The above  information  has been  requested by the Company and will be used
solely  to  confirm  that the  Company  is  complying  with  certain  securities
regulations.  In furnishing the above information,  the undersigned acknowledges
that the Company will be relying  thereon in assessing the  requirements  of the
Securities Act of 1933, as amended, and other applicable securities laws.

      The information contained in this questionnaire is true and complete,  and
the undersigned  understands  that the Company and its counsel will rely on such
information for the purpose of complying with all applicable securities laws, as
discussed  above.  The undersigned  agrees to notify the Company promptly of any
change in the foregoing information which may occur prior to any purchase by the
undersigned of stock from the Company.



------------------------------
FRANKLIN M. BERGER

Date:
       -----------------------