EXHIBIT 10.2

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 2007A

Dated:  April 13, 2007                                          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, April 13, 2012, up to __________________
(________) fully paid and non-assessable shares of common stock (subject to
adjustment), $.004 par value per share, of the Company for $0.15 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 effective as of April 13, 2007 (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 $0.15 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 April 13, 2012, by the Holder by
the surrender of this Warrant (with the subscription form at the end hereof duly
executed) at the address set forth in SECTION 10(A), together with proper
payment of the

[HOLDER]
WARRANT NO.__
SERIES 2007A
[DATE]

                                     10.2-1
<PAGE>

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
Global Market, the Nasdaq Capital Market or any national securities exchange on
which the Company's Common Stock is then 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


[HOLDER]
WARRANT NO.__
SERIES 2007A
[DATE]

                                     10.2-2
<PAGE>

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 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 3 shall 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 Capital Market or the NASDAQ Global Market (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

[HOLDER]
WARRANT NO.__
SERIES 2007A
[DATE]

                                     10.2-3
<PAGE>

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 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

[HOLDER]
WARRANT NO.__
SERIES 2007A
[DATE]

                                     10.2-4
<PAGE>

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.

         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,
provided that (i) the closing bid price, as defined in or established under
SECTION 3(C), for 20 consecutive trading days is equal to or greater than 133%
of the then applicable Per Share Warrant Price (or initially, $0.20 per share),
(ii) either the number of Warrant Shares underlying the portion of this Warrant
to be redeemed (A) 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 the 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 Securities 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)

[HOLDER]
WARRANT NO.__
SERIES 2007A
[DATE]

                                     10.2-5
<PAGE>

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 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., 2000 Hamilton Street,
Suite 204, Philadelphia, Pennsylvania 19130, 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.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


[HOLDER]
WARRANT NO.__
SERIES 2007A
[DATE]

                                     10.2-6
<PAGE>



         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









[HOLDER]
WARRANT NO.__
SERIES 2007A
[DATE]

                                     10.2-7


<PAGE>


                               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:  _____________________________