**Exhibit
      10.2**




AMENDMENT
      TO CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT




This
      Amendment to Convertible Note and Warrant Purchase Agreement (this “ **Amendment** ”)
      is
      entered into effective as of October 24, 2008 (the “ **Effective
      Date** ”),
      by
      and between AVAX Technologies, Inc., a Delaware corporation (the “ **Company** ”),
      and
      each of the purchasers (the “ **Purchasers** ”)
      of the
      Company’s 6% Convertible Notes Due December 31, 2008 (the “ **Convertible
      Promissory**  **Notes** ”)
      issued
      pursuant to that certain Convertible Note and Warrant Purchase Agreement, dated
      as of October 24, 2008 (the “ **Purchase
      Agreement** ”),
      by
      and between the Company. Capitalized terms used and not otherwise defined herein
      shall have the meanings ascribed to them in the Purchase Agreement.




WHEREAS,
      the Purchase Agreement currently requires that no Convertible Promissory Notes
      or Warrants may be issued thereunder for an aggregate principal amount of
      Convertible Promissory Notes of less than $1,500,000; and




WHEREAS,
      the Company and the Purchasers desire to amend the Purchase Agreement to reduce
      the minimum aggregate principal amount of Convertible Promissory Notes that
      are
      required to be issued thereunder as part of the Closing from $1,500,000 to
      $1,291,000.




NOW,
      THEREFORE, in consideration of the foregoing and the promises and covenants
      contained herein, and for other good and valuable consideration, the receipt
      of
      which is hereby acknowledged, the parties hereto agree as follows:




1.
            Amendment
                to Section 2 of the Purchase Agreement.
                Section 2 of the Purchase Agreement is hereby amended and restated
                in its
                entirety as follows:





“ **Section
      2.** **Closing** **.** The
      closing (the “Closing”) of the purchase and sale of each Note and the Warrant
      (the “Transaction”) will take place by telephone, facsimile and express mail on
      such date as each Purchaser and the Company may agree, provided that no Notes
      or
      Warrants may be issued by the Company pursuant to this Agreement after [_____],
      2008 or for an aggregate principal amount of Notes of less than $1,291,000,
      which shall include the funds provided to the Company over the prior three
      months by certain members of the Company’s board of directors and Paul Larue in
      the aggregate amount of $191,000. The date of the Closing for each Purchaser
      is
      referred to as the “Closing Date.”  At the Closing, each Purchaser shall
      deliver to the Company, by check or wire transfer of immediately available
      funds
      to the Company’s bank account, the Purchase Price, and the Company shall issue
      and deliver to each Purchaser a Note and a Warrant against payment of the
      Purchase Price.”





2.
            Effect
                of Amendment.
                Except as expressly modified by this Amendment, the Purchase Agreement
                and
                the Convertible Promissory Notes shall remain unmodified and in full
                force
                and effect.





3.
            Governing
                Law.
                This Amendment 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, without giving effect to the principles of conflicts of
                law
                thereof.





4.
            Counterparts.
                This Amendment may be executed in any number of counterparts and
                signatures delivered by facsimile, each of which shall be deemed
                an
                original, but all of which together shall constitute one
                instrument.





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


**COMPANY:****AVAX
                  TECHNOLOGIES, INC.**By:
              ________________________________Francois
                  Martelet, Chief Executive OfficerAddress:
              2000
                  Hamilton Street, Suite 204Philadelphia,
                  PA 10130






**PURCHASERS:**







By:
      __________________________


Name: __________________________







By:
      __________________________


Name: __________________________







By: 
      __________________________


Name: __________________________





By: 
      __________________________


Name: __________________________







By: 
      __________________________


Name: __________________________