X0303 4 2008-10-24 0 0001015441 AVAX TECHNOLOGIES INC AVXT.OB 0001042011 SPANA CARL C/O AVAX TECHNOLOGIES, INC. 2000 HAMILTON STREET, SUITE 204 PHILADELPHIA PA 19130 1 0 0 0 Convertible Promissory Note 0.09 2008-10-24 4 P 0 222222 20000 A 2008-10-24 Common Stock 222222 222222 D Warrant 0.10 2008-10-24 4 P 0 200000 A 2008-10-24 2013-10-24 Common Stock 200000 200000 D The Warrant and Convertible Promissory Note (the "Note") were purchased pursuant to a Convertible Note and Warrant Purchase Agreement, dated as of October 24, 2008, by and between AVAX Technologies, Inc. (the "Company") and certain accredited investors, including Dr. Spana. The Note is convertible into the Company's common stock, $0.004 par value per share, with a conversion price of $0.09 and bears interest at a rate of 6% per annum. The Note is convertible until it is no longer outstanding. The Warrant was issued as additional consideration for the purchase of the Note. /s/ Carl Spana 2008-11-18