**Exhibit
      10.3**





THIS
      NOTE
      AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.
      NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE
      TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
      THE
      SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR
      (B)
      IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. THIS NOTE IS SUBJECT
      TO
      THAT CERTAIN CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT, DATED OCTOBER
      24,
      2008, BY AND AMONG THE COMPANY AND THE PURCHASERS NAMED THEREIN.




**AVAX
      TECHNOLOGIES, INC.**




**CONVERTIBLE
      PROMISSORY NOTE**




[$_____.00]
            _______
                __, 2008





AVAX
      TECHNOLOGIES, INC., a Delaware corporation (the “Company”), for value received,
      promises to pay to [____] or registered assigns (the “Holder”), the principal
      sum of [________] Dollars $[__] on December 31, 2008, and interest (computed
      on
      the basis of a 365-day year) from the date hereof on the unpaid principal amount
      from time to time outstanding at the rate of six percent (6%) per annum, due
      and
      payable in arrears on the maturity date hereof, unless payment is required
      at an
      earlier date pursuant to the terms hereof. This Note is one of a series of
      similar Notes issued by the Company in the aggregate principal amount not to
      exceed $1,500,000.




**1.
      Conversion.**




**(a)** **Voluntary
      Conversion** **.** At
      any
      time after the date hereof until this Note is no longer outstanding, this Note
      shall be convertible, in whole or in part, into shares of Common Stock, $.004
      par value per share, of the Company (“Common Stock”) at the option of the
      Holder, at any time and from time to time, at a rate of one (1) share of Common
      Stock for each $0.09 (subject to adjustment, the “Conversion Price”) of unpaid
      principal of and interest on this Note on the Conversion Date (as defined
      below). The Holder shall effect conversions by delivering to the Company a
      Notice of Conversion specifying therein the principal amount of the Note to
      be
      converted and the date on which such conversion shall be effected (such date,
      the “Conversion Date”). If no Conversion Date is specified in a Notice of
      Conversion, the Conversion Date shall be the date that such Notice of Conversion
      is deemed delivered hereunder. Conversions hereunder shall have the effect
      of
      lowering the outstanding principal amount of the Note in an amount equal to
      the
      applicable conversion. The Holder and the Company shall maintain records showing
      the principal amount(s) converted and the date of such
      conversion(s).







**(b)** **Mandatory
      Conversion** ***.*** This
      Note shall automatically convert into the securities described below and at
      the
      conversion ratios described below upon the closing of the Offering (as defined
      in Section 1(c)) if the closing of the Offering occurs on or prior to the
      maturity date of this Note. Upon the closing of the Offering, all principal
      of
      and accrued and unpaid interest on this Note will automatically convert, at
      the
      election of the Holder, into either (i)1 share of Common Stock, $.004 par value
      per share, of the Company (“Common Stock”) for each $0.09 of unpaid principal of
      and interest on this Note on the conversion date, or (ii) into that number
      of
      securities issued by the Company in the Offering equal to the quotient obtained
      by dividing the principal and accrued interest owed hereunder on the conversion
      date by the lesser of (a) $.09 or (b) ninety percent (90%) of the price at
      which
      the securities are issued in the Offering and otherwise on the same terms and
      conditions and with the same rights and preferences as the securities issued
      in
      the Offering. To exercise this election as to the form and amount of securities
      to be received upon conversion of this Note, the Holder shall deliver to the
      Company during usual business hours at the Company’s principal executive office
      written notice in form satisfactory to the Company that the Holder elects to
      receive the conversion securities specified in either clause (i) or clause
      (ii)
      above. Such notice shall also state the name or names (with address) in which
      the certificate or certificates for shares (or other securities) that are
      issuable on such conversion are to be registered.




**(c)** **Offering
      of Securities** ***.*** In
      accordance with Section 7.5 of the Convertible Note and Warrant Purchase
      Agreement dated the date hereof (the “Agreement”), the Company will use its
      reasonable efforts to close an offering of securities on or before November
      15,
      2008, in which the gross proceeds to the Company are not less than $15,000,000
      (the “Offering”). Upon the closing of the Offering, the Note will automatically
      convert into either (i) shares of Common Stock, or (ii) the securities issued
      in
      the Offering, in accordance with Section 1(b).




**(d)** **Surrender
      of Note and Delivery of Certificates** **.** When
      surrendered for automatic conversion this Note shall, unless the shares (or
      other securities) issuable on conversion are to be issued in the same name
      as
      the name in which this Note is then registered, be duly endorsed by, or
      accompanied by instruments of transfer in form satisfactory to the Company
      duly
      executed by, the holder or his or its duly authorized attorney. As promptly
      as
      practicable after the surrender of this Note for conversion and the receipt
      of
      the notice specified above, the Company shall deliver or cause to be delivered
      to the Holder, or on the Holder’s written order, a certificate or certificates
      for the number of full shares (or other securities) issuable upon the conversion
      of this Note, in accordance with the provisions hereof. Such conversion shall
      be
      deemed to have been made automatically on the closing of the Offering, and
      from
      and after such time, the Holder will have no rights hereunder other than the
      right to receive the conversion shares (or other securities) and the Holder
      in
      whose name any certificate or certificates for shares of shall be issuable
      upon
      such conversion shall be deemed to have become on the Conversion Date the Holder
      of record of the shares represented thereby.




**2.
      Adjustment of Conversion Price.**




**(a)** **Stock
      Dividends, Stock Splits, etc** **.** If the
      Company:




(i)
      declares a dividend of Common Stock on its Common Stock,









(ii)
      subdivides its outstanding Common Stock into a larger number of shares of Common
      Stock by reclassification, stock split or otherwise, or




(iii)
      combines its outstanding Common Stock into a smaller number of shares of Common
      Stock by reclassification, reverse stock split or otherwise,




the
      number of shares of Common Stock issuable upon conversion of this Note pursuant
      to Section 1 immediately prior to any such event shall be adjusted
      proportionately so that thereafter the Holder shall be entitled to receive
      upon
      conversion of this Note the number of shares of Common Stock which such Holder
      would have owned after the happening of any of the events described above had
      this Note been converted immediately prior to the happening of such event,
      provided that the Conversion Price shall in no event be reduced to less than
      the
      par value of the shares issuable upon conversion. An adjustment made pursuant
      to
      this Section 2 will become effective immediately after the record date in the
      case of a dividend and will become effective immediately after the effective
      date in the case of a subdivision or combination.




**(b)** **Merger
      or Consolidation** ***.*** If,
      prior to maturity of this Note, the Company at any time consolidates or merges
      with another corporation (other than a merger or consolidation in which the
      Company is the surviving corporation), the Holder hereof will thereafter be
      entitled to receive, upon the conversion hereof, the securities or property
      to
      which a Holder of the number of shares of Common Stock then deliverable upon
      the
      conversion hereof would have been entitled upon such consolidation or merger,
      and the Company shall take such steps in connection with such consolidation
      or
      merger as may be necessary to ensure that the provisions hereof shall thereafter
      be applicable, as nearly as reasonably may be, in relation to any securities
      or
      property thereafter deliverable upon the conversion of this Note.




**(c)** **Subsequent
      Equity Sales** **.** (i)
      If,
      at any time while this Note is Outstanding, the Company issues additional shares
      of Common Stock or rights, warrants, options or other securities or debt
      convertible, exercisable or exchangeable for shares of Common Stock or otherwise
      entitling any person to acquire shares of Common Stock (collectively, “Common
      Stock Equivalents”) at a price (exclusive of commissions payable by the Company
      in connection therewith) per share of Common Stock less than the Conversion
      Price (as adjusted hereunder to such date), then the Conversion Price shall
      be
      reduced to such price. For purposes of this paragraph, in connection with any
      issuance of any Common Stock Equivalents, (A) the maximum number of shares
      of
      Common Stock potentially issuable at any time upon conversion, exercise or
      exchange of such Common Stock Equivalents (the “Deemed Number”) shall be deemed
      to be outstanding upon issuance of such Common Stock Equivalents, (B) the
      Effective Price applicable to such Common Stock shall equal the minimum dollar
      value of consideration payable to the Company to purchase such Common Stock
      Equivalents and to convert, exercise or exchange them into Common Stock (net
      of
      any discounts, fees, commissions and other expenses), divided by the Deemed
      Number, and (C) no further adjustment shall be made to the Conversion Price
      upon
      the actual issuance of Common Stock upon conversion, exercise or exchange of
      such Common Stock Equivalents.




(ii)
      If,
      at any time while this Note is outstanding, the Company issues Common Stock
      Equivalents with an Effective Price or a number of underlying shares that floats
      or resets or otherwise varies or is subject to adjustment based (directly or
      indirectly) on market prices of the Common Stock (a “Floating Price Security”),
      then for purposes of applying the preceding paragraph in connection with any
      subsequent conversion, the Effective Price will be determined separately on
      each
      Conversion Date and will be deemed to equal the lowest Effective Price at which
      any holder of such Floating Price Security is entitled to acquire Common Stock
      on such Conversion Date (regardless of whether any such holder acquires any
      shares on such date).







**(d)** No
      adjustments to the Conversion Price 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 2(d)(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 2 (other than this Section 2(d)(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 Note or Common Stock issuable upon the exercise hereof. All
      calculations that shall be required pursuant to this Section 2 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 2 to the contrary notwithstanding, the Company shall
      be
      entitled to make such adjustments to the Conversion Price, in addition to those
      required by this Section 2 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
      Notes, 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 for employees of the Company.




**(e)** **Notice** **.** If the
      Company proposes to take any action referred to in this Section 2, or to effect
      the liquidation, dissolution or winding up of the Company, then the Company
      shall cause notice thereof to be mailed to the Holder at least ten (10) days
      prior to the record date or effective date, as applicable, of the stock
      dividend, merger, consolidation or other event subject to this
      Section.




**(f)** **Statement
      of Adjustment** **.** Whenever
      the Conversion Price is adjusted as provided in Section 2, the Company shall
      promptly file at the Company’s principal executive office, a statement, signed
      by the Chairman of the Board, the President or any Vice President of the
      Company, showing in reasonable detail the facts requiring such adjustment and
      the Conversion Price that will be effective after such adjustment. The Company
      shall also cause a notice setting forth any such adjustment to be sent by mail,
      first class, postage prepaid, to each Holder this Note. Where appropriate,
      such
      notice may be given in advance and may be included as part of a notice required
      to be mailed under the provisions of Section 2(e).







**(g)** **Fractional
      Shares** **.** No
      fractional shares of Common Stock will be issued upon conversion of this Note,
      but a payment in cash will be made in respect of any fraction of a share which
      would otherwise be issuable upon the conversion of this Note. Such payment
      shall
      be based on the fair market value of the Common Stock at the time of conversion
      of this Note.




**(h)** **Securities
      Act of 1933** **.** Upon
      conversion of this Note, the Holder may be required to execute and deliver
      to
      the Company an instrument, in form satisfactory to the Company, representing
      that the shares (or other securities) issuable upon conversion hereof are being
      acquired for investment only and not with a view to distribution within the
      meaning of the Securities Act of 1933, as amended.




**3.
      Prepayment of Principal.** The
      principal amount of this Note may NOT be prepaid in whole or in part, without
      the prior written consent of the Holder.




**4.
      Default.**




The
      entire unpaid principal of this Note and the interest then accrued on this
      Note
      shall become and be immediately due and payable, upon written demand of the
      Holder, or at the option of the Holder, in its sole discretion, convertible
      in
      accordance with Section 1(a) hereof, in either case without any other notice
      or
      demand of any kind or any presentment or protest, if any one of the following
      events occurs and be continuing at the time of such demand:




**(a)** If the
      Offering has not closed on or before the maturity date hereof and the Company
      fails to pay the principal amount of and all accrued interest on this Note
      on
      the maturity date hereof; or




**(b)** If the
      Company defaults in the performance of any other obligation under this Note
      or
      the Agreement, and such default continues for ten (10) days after notice thereof
      by the Holder hereof to the Company; or




**(c)** If the
      Company (i) makes an assignment for the benefit of creditors, (ii) applies
      for,
      consents to, acquiesces in, files a petition seeking or admits (by answer,
      default or otherwise) the material allegations of a petition filed against
      it
      seeking the appointment of a trustee, receiver or liquidator, in bankruptcy
      or
      otherwise, of itself or of all or a substantial portion of its assets, or a
      reorganization, arrangement with creditors or other remedy, relief or
      adjudication available to or against a bankrupt, insolvent or debtor under
      any
      bankruptcy or insolvency law or any law affecting the rights of creditors
      generally, or (iii) admits in writing its inability to pay its debts generally
      as they become due; or




**(d)** If an
      order for relief shall have been entered by a bankruptcy court or if a decree,
      order or judgment shall have been entered adjudging the Company insolvent,
      or
      appointing a receiver, liquidator, custodian or trustee, in bankruptcy or
      otherwise, for it or for all or a substantial portion of its assets, or
      approving the winding-up or liquidation of its affairs on the grounds of
      insolvency or nonpayment of debts, and such order for relief, decree, order
      or
      judgment shall remain undischarged or unstayed for a period of sixty (60) days;
      or




**(e)** If any
      substantial part of the property of the Company is sequestered or attached
      and
      is not returned to the possession of the Company or released from such
      attachment within sixty (60) days.







**5.
      General.**




**(a)** **Successors
      and Assigns** **.** This
      Note, and the obligations and rights of the Company hereunder, shall be binding
      upon and inure to the benefit of the Company, the Holder, and their respective
      successors and assigns.




**(b)** **Recourse** **.** Recourse
      under this Note is to the general unsecured assets of the Company only and
      in no
      event to the officers, directors or stockholders of the Company.




**(c)** **Changes** **.** Changes
      in or additions to this Note may be made or compliance with any term, covenant,
      agreement, condition or provision set forth herein may be omitted or waived
      (either generally or in a particular instance and either retroactively or
      prospectively), upon written consent of the Company and the Holder.




**(d)** **Currency** **.** All
      payments shall be made in such coin or currency of the United States of America
      as at the time of payment is legal tender therein for the payment of public
      and
      private debts.




**(e)** **Saturdays,
      Sundays, Holidays** **.** If any
      date specified in this Note as a date for the making of any payment of principal
      or interest under this Note falls on a Saturday, Sunday or on a day that is
      a
      legal holiday in the State of Pennsylvania, then the date for the making of
      that
      payment shall be the next subsequent day that is not a Saturday, Sunday or
      legal
      holiday.




**(f)** **Governing
      Law** **.** This
      Note shall be construed and enforced in accordance with, and the rights of
      the
      parties shall be governed by, the laws of the State of
      Delaware.







**IN
      WITNESS WHEREOF,** this
      Note has been executed and delivered on the date first above written by the
      duly
      authorized representative of the Company.




**AVAX
                TECHNOLOGIES, INC.**By:Name:
                Francois MarteletTitle:
                Chief Executive Officer