Exhibit 4.11

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. WA2-                                              ISSUED: APRIL 8, 2004

                      A-2 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"),  [20% 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 and Fifty Cents  ($2.50) (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


<PAGE>

      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")  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

                                      -2-

<PAGE>


      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.

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,

                                      -3-
<PAGE>


      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.

            (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 in the Common Stock and Warrant Purchase  Agreement,  dated
as of the Warrant Date, among the Company and the persons and entities listed on
Schedule 1

                                      -4-
<PAGE>



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;  (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.
                                      -5-
<PAGE>


      (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 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).
                                      -6-
<PAGE>


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  SUBSTANCE
      SATISFACTORY  TO THE  ISSUER  OF THESE  SECURITIES,  SUCH  OFFER,  SALE OR
      TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.
                                      -7-
<PAGE>


            (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
      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  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

                                      -8-
<PAGE>


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,
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) $0.001 (as  adjusted  in  proportion  to any  adjustment  to the
Exercise  Price  pursuant to Section 3 hereof)  multiplied  by (y) the number of
Warrant Shares so redeemed;  and (ii) the Holder shall deliver the original copy
of this Warrant  marked  "REDEEMED" to the Company.  If the Company shall redeem
this Warrant in part, the Company shall, at the Redemption  Date,  provided that
the  Holder  shall have  delivered  the  original  copy of this  Warrant  marked
"REDEEMED" to the Company,  deliver to the Holder a new Warrant  evidencing  the
rights of the Holder to purchase  the  unredeemed  shares of Common Stock called
for by this Warrant,  which new Warrant shall in all other respects be identical
with this Warrant.  Nothing in this Section 10 shall prevent the exercise of the
Warrants at any time prior to the Redemption Date.

11. MISCELLANEOUS.

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

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

            (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. -9-
<PAGE>


      (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>


      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


           SIGNATURE PAGE TO THE A-2 WARRANT TO PURCHASE COMMON STOCK


<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-2  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 Warrants and Warrant  Shares
(as defined in the Warrant) set forth in Section 4 of the Purchase Agreement (as
defined in the Warrant) were true and correct as of the Warrant Date (as defined
in the Warrant) and are true and correct as of the date hereof.

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

                              By:   ______________________________

                              Name: ______________________________

                              Title:______________________________

                              Date: ______________________________


<PAGE>


                                    EXHIBIT B

                    FORM OF INVESTMENT REPRESENTATION LETTER

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

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

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

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

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

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

[Name]


By:______________________________
Name:
Title:


<PAGE>


                                    EXHIBIT C

                                 ASSIGNMENT FORM

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


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

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

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

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


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


Dated:_________________________________

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

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

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


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