Exhibit 10.3 to AVAX Technologies, Inc. Form 8-K dated June 2, 2004




Exhibit 10.3  



THE WARRANT REPRESENTED BY THIS
CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE. NEITHER THE WARRANT
NOR SUCH SECURITIES MAY BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT
SUCH REGISTRATION, EXCEPT UPON DELIVERY TO THE COMPANY OF SUCH EVIDENCE AS MAY BE
SATISFACTORY TO COUNSEL FOR THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER IS NOT IN
VIOLATION OF THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR
REGULATION PROMULGATED THEREUNDER. 



AVAX TECHNOLOGIES, INC. 



Warrant for the Purchase

of Shares of Common Stock

Series 2004B  


	Dated:  May 17, 2004 	Delaware, U.S.A. 






No.: 



Holder:   __________________________________ 


Holder’s Address:   __________________________ 










        FOR
VALUE RECEIVED, AVAX TECHNOLOGIES, INC., a Delaware corporation (the
“Company”), hereby certifies that the above-named holder (the
“Holder”), its designee or its permitted assigns is entitled to
purchase from the Company, at any time or from time to time commencing on the
date hereof and prior to 5:00 P.M., New York City time, on May 17,
2009, up to _______________________ (________) fully paid and non-assessable
shares of common stock (subject to adjustment), $.004 par value per share, of
the Company for $0.39 per share (subject to adjustment) at an aggregate purchase
price of $____________. This Warrant, all similar Warrants issued by the Company
pursuant to the Securities Purchase Agreement dated as of May 17, 2004 (the
“Securities Purchase Agreement”), and all Warrants hereafter
issued in exchange or substitution for this Warrant or similar Warrants are
referred to as the “Warrants;” common stock, $.004 par value
per share, of the Company, is referred to as the “Common
Stock;” the shares of the Common Stock purchasable hereunder are
referred to as the “Warrant Shares;” the aggregate purchase
price payable for the Warrant Shares purchasable hereunder is referred to as the
“Aggregate Warrant Price;” the price payable (initially $0.39
per share, subject to adjustment) for each of the Warrant Shares is referred to
as the “Per Share Warrant Price;” and the holder of this
Warrant is referred to as the “Holder.” The Aggregate Warrant
Price is not subject to adjustment. 



        1.   Exercise
of Warrant.   (a)  This Warrant may be
exercised in whole at any time, or in part from time to time, commencing on the
date hereof and prior to 5:00 P.M., New York City time, on May 17,
2009, by the Holder by the surrender of this Warrant (with the subscription form
at the end 







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hereof duly executed) at
the address set forth in Section 10(a), together with proper payment
of the Aggregate Warrant Price, or the proportionate part thereof if this
Warrant is exercised in part, with payment for the Warrant Shares made by
certified or official bank check payable to the order of the Company.




        (b)   If
this Warrant is exercised in part, this Warrant must be exercised for a number
of whole shares of the Common Stock, and the Holder is entitled to receive a new
Warrant covering the Warrant Shares that have not been exercised and setting
forth the proportionate part of the Aggregate Warrant Price applicable to such
Warrant Shares. 



        (c)   Upon
surrender of this Warrant, the Company will (i) issue a certificate or
certificates in the name of the Holder for the number of whole shares of the
Common Stock to which the Holder is entitled and, if this Warrant is exercised
in whole, in lieu of any fractional share of the Common Stock to which the
Holder may be entitled, pay to the Holder cash in an amount equal to the fair
value of the fractional share (determined in such reasonable manner as the Board
of Directors of the Company determines), and (ii) to the extent applicable,
deliver the other securities and properties receivable upon the exercise of this
Warrant, or the proportionate part thereof if this Warrant is exercised in part,
pursuant to the provisions of this Warrant. 



        2.   Reservation
of Warrant Shares; Listing.   The Company agrees that,
prior to the expiration of this Warrant, the Company shall at all times
(i) have authorized and in reserve, and shall keep available, solely for
issuance and delivery upon the exercise of this Warrant, the shares of the
Common Stock and other securities and properties as from time to time shall be
receivable upon the exercise of this Warrant, free and clear of all restrictions
on sale or transfer, other than under Federal or state securities laws, and free
and clear of all preemptive rights and rights of first refusal and (ii) use
its best efforts to keep the Warrant Shares authorized for listing on the Nasdaq
National Market, the Nasdaq SmallCap Market or any national securities exchange
on which the Company’s Common Stock is traded. 



       3.   Protection
Against Dilution.   (a)  If the Company
hereafter (i) pays a dividend or makes a distribution on its Common Stock
in shares of Common Stock, (ii) subdivides its outstanding shares of Common
Stock into a greater number of shares, (iii) combines its outstanding
shares of Common Stock into a smaller number of shares or (iv) issues by
reclassification of its Common Stock any shares of capital stock of the Company,
then (x) the Per Share Warrant Price (but not the Aggregate Warrant Price)
and (y) the number of Warrant Shares issuable hereunder (collectively the
“Exercise Terms”) shall be adjusted so that the Holder upon the
exercise hereof will be entitled to receive the number of shares of Common Stock
or other capital stock of the Company that the Holder would have owned
immediately following such action had the Warrant been exercised immediately
prior thereto. An adjustment made pursuant to this Section 3(a) will
become effective immediately after the record date in the case of a dividend or
distribution and will become effective immediately after the effective date in
the case of a subdivision, combination or reclassification. If the Board of
Directors of the Company declares any dividend or distribution or resolve to
take any action referred to in this Section 3(a), it shall provide
written notice thereof to the Holders not less than 10 days prior to the
record date fixed for determining the stockholders entitled to participate
therein. 



        (b)   In
the case of any capital reorganization or reclassification, or any consolidation
or merger to which the Company is a party, other than a merger or consolidation
in which the Company is the continuing corporation, or in the case of any sale
or conveyance to another entity of the property of the Company as an entirety or
substantially as an entirety, or in the case of any statutory exchange of
securities with another corporation (including any exchange effected in
connection with a merger of a third corporation into the Company), the Holder
will have the right thereafter to receive on the exercise of the Warrant the
kind and amount of securities, cash or other property that the Holder would have
owned 




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or have been entitled to receive
immediately after such reorganization, reclassification, consolidation, merger, statutory
exchange, sale or conveyance had the Warrant been exercised immediately prior to the
effective date of the reorganization, reclassification consolidation, merger, statutory
exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment
shall be made in the application of the provisions set forth in this Section 3 with
respect to the rights and interests thereafter of the Holder to the end that the
provisions set forth in this Section 3shall thereafter correspondingly be
made applicable, as nearly as may reasonably be, in relation to any shares of stock or
other securities thereafter deliverable on the exercise of the Warrant. Notice of any
such reorganization, reclassification, consolidation, merger, exchange, sale or
conveyance shall be mailed to the Holders not less than 30 days prior to such event.
The above provisions of this Section 3(b) shall similarly apply to successive
reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales
or conveyances. The Company shall require the issuer of any shares of stock or other
securities or property thereafter deliverable on the exercise of the Warrants to be
responsible for all of the agreements and obligations of the Company hereunder.  



        (c)   If
the Company issues rights, options, warrants or convertible securities to all
holders of its Common Stock, without any charge to or consideration from such
holders, entitling them to subscribe for or purchase Common Stock at a price per
share that is lower at the record date mentioned below than the closing bid
price (as defined below) for the trading day immediately prior to such record
date (the “Current Market Price”), then the Per Share Warrant
Price shall be determined by multiplying the Per Share Warrant Price then in
effect by a fraction, of which the numerator is the number of shares of Common
Stock outstanding immediately prior to the issuance of such rights, options,
warrants or convertible securities plus the number of additional shares of
Common Stock offered for subscription or purchase, and of which the denominator
is the number of shares of Common Stock outstanding immediately prior to the
issuance of such rights, options, warrants or convertible securities plus the
number of shares which the aggregate offering price of the total number of
shares offered would purchase at such Current Market Price. Such adjustment
shall be made whenever such rights, options, warrants or convertible securities
are issued, and shall become effective immediately and retroactive to the record
date for the determination of stockholders entitled to receive such rights,
options, warrants or convertible securities. 



        The
“closing bid price” for each trading day shall be the reported closing bid price
on the NASDAQ SmallCap Market or the NASDAQ National Market System (“NMS”) (such
markets are collectively referred to as “NASDAQ”) or, if the Common Stock is not
quoted on NASDAQ, on the principal national securities exchange on which common stock is
listed or admitted to trading (based on the aggregate dollar value of all securities
listed or admitted to trading) or, if not listed or admitted to trading on any national
securities exchange or quoted on NASDAQ, the closing bid price in the over-the-counter
market as furnished by any NASD member firm selected from time to time by the Company for
that purpose, or, if such prices are not available, the fair market value set by, or in a
manner established by, the Board of Directors of the Company in good faith. “Trading
day” shall mean a day on which the national securities exchange or NASDAQ used to
determine the closing bid price is open for the transaction of business or the reporting
of trades or, if the closing bid price is not so determined, a day on which NASDAQ is open
for the transaction of business. 



        (d)   If
the Company distributes (other than a distribution in liquidation of the
Company) to all holders of its Common Stock, without any charge to or
consideration from such holder, evidences of its indebtedness or assets
(excluding cash dividends or distributions out of earnings), then in each case
the Company shall simultaneously distribute such evidences of its indebtedness
or assets pro rata to the Holders of Warrants on the record date or date of
effectiveness, as the case may be, fixed for determining the holders of Common
Stock entitled to participate in such distribution in an amount equal to the
amount that such Holders would have been entitled to receive had their Warrants
been exercised for shares of 




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Common Stock immediately prior to
the time for determination of the holders of Common Stock entitled to participate in that
distribution.  



        (e)   No
adjustments in the Exercise Terms shall be required: 



		        (i)   Unless
such adjustment would require an increase or decrease of at least $0.01 per
share of Common Stock; provided, however, that any adjustments
that by reason of this Section 3(e)(i) are not required to be made
shall be carried forward and cumulated with amounts in any subsequent
adjustment, and provided, further, however, that
adjustments shall be required and made in accordance with the provisions of this
Section 3 (other than this Section 3(e)(i)) not later
than such time as may be required in order to preserve the tax-free nature of a
distribution to the Holder of this Warrant or Common Stock issuable upon the
exercise hereof. All calculations that shall be required pursuant to this
Section 3 shall be made to the nearest cent or to the nearest
one-hundredth of a share, as the case may be. Anything in this
Section 3 to the contrary notwithstanding, the Company shall be
entitled to make such adjustments to the Exercise Terms, in addition to those
required by this Section 3 as it in its discretion shall deem to be
advisable in order that any stock dividend, subdivision of shares or
distribution of rights to purchase stock or securities convertible or
exchangeable for stock hereafter made by the Company to its stockholders is not
taxable. 







		        (ii)   If
the Company issues shares of Common Stock pursuant to (a) the exercise of
any warrants (or warrants or options to acquire any shares of convertible
preferred stock) of the Company outstanding on the date hereof, (b) the
exercise of the Warrants, or a portion thereof, (c) the conversion of
shares of any series of convertible preferred stock of the Company outstanding
on the date hereof or (d) the exercise of any stock options or warrants
currently outstanding or issued after the date hereof pursuant to any Company
benefit plan or compensation arrangement. 







        (f)   Whenever
the conversion rate is adjusted as provided in any provision of this Section 3: 



		        (i)   the
Company shall compute the adjusted Exercise Terms in accordance with this
Section 3 and shall prepare a certificate signed by the principal
financial officer of the Company setting forth the adjusted conversion rate and
showing in reasonable detail the facts upon which such adjustment is based, and
such certificate shall forthwith be filed with the registrar of the Warrant; and 







		        (ii)   the
Company shall mail as soon as practicable after an adjustment is required a
notice stating that the Exercise Terms have been adjusted and setting forth the
adjusted Exercise Terms to all record Holders of this Warrant at its address as
it appears in the records of the Company. 







        4.   Fully
Paid Stock; Taxes.   The shares of the Common Stock
represented by each certificate for Warrant Shares delivered on the exercise of
this Warrant shall at the time of such delivery, be duly authorized, validly
issued and outstanding, fully paid and nonassessable, and not subject to
preemptive rights or rights of first refusal, and the Company will take all such
actions as may be necessary to assure that the par value, if any, per share of
the Common Stock is at all times equal to or less than the then Per Share
Warrant Price. The Company shall pay all documentary, stamp or similar taxes and
other similar governmental charges that may be imposed with respect to the
issuance or delivery of any shares of Common Stock upon exercise of the Warrant
(other than income taxes); provided, however, that if the shares of Common Stock
are to be delivered in a name other than the name of the Holder, no such
delivery shall be made unless the person requesting the same has paid to the
Company the amount of transfer taxes or charges incident thereto, if any. 




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        5.   Redemption
at Company’s Election.   The Company may at its
option, 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 on or after May 17, 2005, provided that (i) the closing
bid price, as defined in Section 3(c), for 20 consecutive
trading days is equal to or greater than 300% of the then applicable Per Share
Warrant Price (or initially, $1.17 per share), (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, and
(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. 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) $0.004
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 redeems this Warrant in
part, the Company shall, on the Redemption Date, provided the Holder shall have
delivered the original Warrant marked “REDEEMED” to the Company,
deliver to the Holder a new Warrant evidencing the rights of the Holder to
purchase the remaining shares of Common Stock subject to this Warrant, which new
Warrant shall in all other respects be identical with this Warrant. Nothing in
this Section 5 shall prevent the exercise of the Warrants at any
time prior to the Redemption Date. 



        6.   Registration
Under Securities Act of 1933.   The Holder shall
have the right to participate in the registration rights described in the
Securities Purchase Agreement. By acceptance of this Warrant, the Holder agrees
to comply with the registration right provisions of the Note Purchase Agreement
to the same extent as if it were a party thereto. 



        7.   Investment
Intent; Limited Transferability.   (a)  The
Holder represents, by accepting this Warrant, that it understands that this
Warrant and any securities obtainable upon exercise of this Warrant have not
been registered for sale under Federal or state securities laws and are being
offered and sold to the Holder pursuant to one or more exemptions from the
registration requirements of such securities laws. In the absence of an
effective registration of such securities or an exemption therefrom, any
certificates for such securities shall bear the legend set forth on the first
page hereof. The Holder understands that it must bear the economic risk of its
investment in this Warrant and any securities obtainable upon exercise of this
Warrant for an indefinite period of time, as this Warrant and such securities
have not been registered under Federal or state securities laws and therefore
cannot be sold unless subsequently registered under such laws, unless an
exemption from such registration is available. 



        (b)   The
Holder, by its acceptance of this Warrant, represents to the Company that it is
acquiring this Warrant and will acquire any securities obtainable upon exercise
of this Warrant for its own account, or for the account of its customers, each
of whom is an “accredited investor,” for investment and not with a
view to, or for sale in connection with, any distribution thereof in violation
of the Act. The Holder agrees that this Warrant and any such securities will not
be sold or otherwise transferred unless (i) a registration statement with
respect to such transfer is effective under the Act and any applicable state
securities laws or (ii) such sale or transfer is made pursuant to one or more
exemptions from the Act. 



        (c)   This
Warrant may not be sold, transferred, assigned or hypothecated by the Holder
except in compliance with the provisions of the Act and the applicable state
securities “blue sky” laws, and is transferable only upon the books of
the Company, which it shall cause to be maintained for such purpose. The Company
may treat the registered Holder of this Warrant as he, she or it appears on the
Company’s books at any time as the Holder for all purposes. The Company
shall permit any Holder of a Warrant or 




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his duly authorized
attorney, upon written request during ordinary business hours, to inspect and
copy or make extracts from its books showing the registered holders of Warrants.
All Warrants issued upon the transfer or assignment of this Warrant will be
dated the same date as this Warrant, and all rights of the holder thereof shall
be identical to those of the Holder. 



        8.   Loss,
etc., of Warrant.   Upon receipt of evidence satisfactory
to the Company of the loss, theft, destruction or mutilation of this Warrant,
and of indemnity reasonably satisfactory to the Company, if lost, stolen or
destroyed, and upon surrender and cancellation of this Warrant, if mutilated,
the Company shall execute and deliver to the Holder a new Warrant of like date,
tenor and denomination. 



        9.   Warrant
Holder Not Stockholder.   This Warrant does not confer
upon the Holder any right to vote on or consent to or receive notice as a
stockholder of the Company, as such, in respect of any matters whatsoever, nor
any other rights or liabilities as a stockholder, prior to the exercise hereof;
this Warrant does, however, require certain notices to Holders as set forth
herein. 



        10.   Communication.   Any
notice or other communication shall be effective and shall be deemed to have
been given if, the same is in writing and is mailed by first-class mail, postage
prepaid, addressed to: 



        (a)   the
Company at AVAX Technologies, Inc., 9200 Indian Creek Parkway,
Suite 200, Overland Park, Kansas 66210, Attn: President, or such
other address as the Company has designated in writing to the Holder, or 



        (b)   the
Holder at the address set forth on the cover page of this Warrant, or such other
address as the Holder has designated in writing to the Company. 



        11.   Headings.   The
headings of this Warrant have been inserted as a matter of convenience and shall
not affect the construction hereof. 



        12.   Applicable
Law.   This Warrant shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to the
principles of conflicts of law thereof. 



        13.   Amendment,
Waiver, etc.   Except as expressly provided herein,
neither this Warrant nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against whom
enforcement of any such amendment, waiver, discharge or termination is sought;
provided, however, that any provisions hereof may be amended, waived, discharged
or terminated upon the written consent of the Company and the Holder. 



        IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed by its President as
of the date first above written. 



	 	 	 	 	 	 
	 	 	AVAX TECHNOLOGIES, INC.  
	

   		

By:  	 	

   	 
	 	

	   		Name:  	 	Richard P. Rainey 	 
	   		Title:	 	President 	 











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EXERCISE OF WARRANT 



        The
undersigned, __________________________________, pursuant to the provisions of the
foregoing Warrant, hereby elects to purchase ____________________ shares of the Common
Stock, par value $.004 per share, of AVAX Technologies, Inc. covered by said Warrant, and
makes payment therefor in full at the Per Share Warrant Price provided in the Warrant. 


	Dated: 	 	 	 	Signature: 	 	 	 
	 	
	 	

	 	Address: 
	 	









ASSIGNMENT  



        FOR
VALUE RECEIVED, ______________________________ hereby sells, assigns and
transfers unto ___________________________________ the foregoing Warrant and all
rights evidenced thereby, and does irrevocably constitute and appoint
____________________________________, attorney, to transfer said Warrant on the
books of AVAX Technologies, Inc. 



	Dated: 	 	 	 	Signature: 	 	 	 
	 	
	 	

	 	Address: 
	 	









PARTIAL ASSIGNMENT  



        FOR
VALUE RECEIVED, ______________________________ hereby assigns and transfers
unto ___________________________________ the right to purchase _______ shares of
Common Stock, par value $.004 per share, of AVAX Technologies, Inc. covered by
the foregoing Warrant, and a proportionate part of said Warrant and the rights
evidenced thereby, and does irrevocably constitute and appoint
___________________________________, attorney, to transfer such part of said
Warrant on the books of the Company. 


	Dated: 	 	 	 	Signature: 	 	 	 
	 	
	 	

	 	Address: 
	 	























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