Exhibit 4.10

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

NO. WA1-                                                   ISSUED: APRIL 8, 2004

                      A-1 WARRANT TO PURCHASE COMMON STOCK

                                   ----------

      THIS CERTIFIES THAT, for good and valuable consideration, ___________ (the
"HOLDER")  is  entitled to  purchase  from  Adventrx  Pharmaceuticals,  Inc.,  a
Delaware corporation (the "COMPANY"), [30%  COVERAGE]_______________  (________)
fully paid and nonassessable  shares of Common Stock, par value $0.001 per share
("COMMON STOCK"), of the Company (as adjusted pursuant to Section 3 hereof) (the
"WARRANT SHARES") at a price per share equal to Two Dollars ($2.00) (as adjusted
pursuant to Section 3 hereof) (the "EXERCISE PRICE"),  subject to the provisions
and upon the terms and conditions hereinafter set forth.

1.    METHOD OF EXERCISE; PAYMENT.

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

            (b) Exercise.  Upon  exercise of this Warrant,  the Holder shall pay
      the  Company  an amount  equal to the  product of (x) the  Exercise  Price
      multiplied by (y) the total number of Warrant Shares purchased pursuant to
      this Warrant,  by wire transfer or certified check payable to the order of
      the  Company -- or, at any time  following  the first  anniversary  of the
      Warrant  Date,  if there is not an effective  Registration  Statement  (as
      defined in the Registration  Rights  Agreement) with respect to all of the
      Warrant Shares,  then at the option of the Holder, such amount may be paid
      by the  surrender  of a portion of shares of Common Stock then held by the
      Holder or  issuable  upon such  exercise of this  Warrant,  which shall be
      valued and credited toward such amount due to the Company for the exercise
      of the Warrant  based upon the Current  Market Price of the Common  Stock.
      The person or persons in whose name(s) any certificate(s) representing the
      Warrant  Shares shall be issuable  upon  exercise of this Warrant shall be
      deemed to have become the holder(s) of record of, and shall be treated for
      all purposes as the record  holder(s) of, the Warrant  Shares  represented
      thereby  (and such  Warrant  Shares  shall be deemed to have been  issued)
      immediately  prior to the close of  business  on the date upon  which this
      Warrant is exercised.

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

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

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

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

                  or

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

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

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

                                      -2-
<PAGE>


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

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

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


                                      -3-
<PAGE>


(c) Issuance of Additional Shares.

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

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

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

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

For purposes of this Warrant the term  "EXCLUDED  SHARES"  means:  (i) shares of
Common Stock  issuable or issued after the 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 issuance  date of this Warrant (the  "WARRANT
DATE"),  (b) conversion of shares of the Company's  Preferred  Stock,  par value
$0.01 per share,  outstanding  on the Warrant  Date,  (c) exchange of promissory
notes issued by the Company outstanding on the Warrant Date, (iv) the Shares (as
such term is defined Common Stock and Warrant  Purchase  Agreement,  dated as of
the Warrant  Date,  among the Company  and the  persons and  entities  listed on
Schedule 1 thereto (the "PURCHASE  AGREEMENT"));  (v) the Warrants (as such term
is defined in the Purchase Agreement); (vi) capital stock or warrants or options
to purchase  capital  stock issued in  connection  with bona fide  acquisitions,
mergers or similar transactions, the terms of which are approved by the Board;

                                      -4-
<PAGE>


(vii) shares of Common Stock  issued or issuable to licensors of  technology  of
the Company to pay  expenses,  royalties  or  milestone  payments  for which the
Company is obligated under any licensing or related agreement;  (viii) shares of
Common Stock issuable or issued  pursuant to stock splits,  stock  dividends and
the like,  or (ix) shares of Common  Stock issued or issuable by way of dividend
or other distribution on Excluded Shares.

            (d) Issuance of Common Stock Equivalents.

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

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

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

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

                                      -5-
<PAGE>


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

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

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

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

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

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

(h)   Adjustment if  Registration  Statement Not  Effective.  If a  Registration
      Statement (as defined in the Registration  Rights  Agreement,  dated as of
      the Warrant Date, among the Company and the persons and entities listed on
      Schedule 1 thereto (the "REGISTRATION RIGHTS AGREEMENT")) is not effective

                                      -6-
<PAGE>


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

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

5.    CONDITIONS TO EXERCISE OF WARRANT.

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

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

                                      -7-
<PAGE>


            SUBSTANCE  SATISFACTORY  TO THE  ISSUER  OF THESE  SECURITIES,  SUCH
            OFFER,  SALE OR TRANSFER,  PLEDGE OR  HYPOTHECATION IS IN COMPLIANCE
            THEREWITH.

            (b) REMOVAL OF LEGEND AND TRANSFER RESTRICTIONS. Any legend endorsed
            on a  certificate  pursuant to this Section 5 shall be removed,  and
            the Company  shall issue a  certificate  without  such legend to the
            holder of such Warrant  Shares if (i) such Warrant Shares are resold
            pursuant to a  registration  statement  under the  Securities Act of
            1933,  as amended,  and a  prospectus  meeting the  requirements  of
            Section 10 of the Securities Act is delivered or deemed delivered to
            the purchaser of such Warrant Shares,  (ii) if such holder satisfies
            the requirements of Rule 144(k) or (iii) if such holder provides the
            Company  with an opinion of counsel  for such  holder of the Warrant
            Shares, reasonably satisfactory to the Company, to the effect that a
            sale,  transfer or  assignment  of such  Warrant  Shares may be made
            without  registration.  This paragraph shall survive any exercise of
            this Warrant.

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

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

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

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

                                      -8-
<PAGE>


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

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

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

11.   MISCELLANEOUS.

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

                                      -9-
<PAGE>


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

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

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

            (e) This Warrant  constitutes the full and entire  understanding and
      agreement between the parties with regard to the subjects hereof.

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

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

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


                            [Signature page follows.]

                                      -10-
<PAGE>


           SIGNATURE PAGE TO THE A-1 WARRANT TO PURCHASE COMMON STOCK

            IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
      by its duly authorized officer.


Issued: April __, 2004

                                                  ADVENTRX PHARMACEUTICALS, INC.

                                                  By: __________________________
                                                  Nicholas J. Virca
                                                  President & CEO


<PAGE>



                                    EXHIBIT A

                               NOTICE OF EXERCISE

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

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

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

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


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

                           Address:
                                      ---------------------------------

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


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

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

                                                     Name:
                                                              ------------------
                                                     Title:
                                                              ------------------
                                                     Date:
                                                              ------------------


                                      -21-


<PAGE>

                                    EXHIBIT B

                   FORM OF INVESTMENT REPRESENTATION LETTER

In connection  with the  acquisition of [warrants  (the  "Warrants") to purchase
shares of Common Stock of Adventrx  Pharmaceuticals,  Inc. (the "Company"),  par
value $0.001 per share (the "Common  Stock")][________ shares of Common Stock of
Adventrx Pharmaceuticals,  Inc. (the "Company"), par value $0.001 per share (the
"Common Stock")], by

represents and warrants to the Company as follows:

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

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

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

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

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

[Name]


By:______________________________
Name:
Title:

<PAGE>


                                    EXHIBIT C

                                 ASSIGNMENT FORM

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


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

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

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

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


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


Dated:_________________________________

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

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

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


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