Warrant Agreement

Warrant Agreement

by Miravant Med Techs
January 22nd, 1999

                                   
                         WARRANT AGREEMENT


     WARRANT AGREEMENT (this "Agreement"), dated as of o, 1999, between MIRAVANT
MEDICAL  TECHNOLOGIES,  a Delaware corporation (the "Company"),  and PHARMACIA &
UPJOHN, INC., a Delaware corporation (the "Initial Holder").

                              W I T N E S S E T H :


     WHEREAS,  Sections 2.02 and 6.02(b) of the Credit  Agreement,  of even date
herewith,  between the Company and o (the  "Credit  Agreement")  provide that in
connection with the making of each Borrowing Request  contemplated  thereby, the
Company shall deliver to the Initial Holder a Warrant Certificate representing a
number of Warrants  equal to the Warrant  Number and having the terms herein set
forth;

                  NOW, THEREFORE, the parties agree as follows:

                                   ARTICLE 1

                                   Definitions

     Section I.1. Terms  Generally.  The  definitions  ascribed to terms in this
Agreement  apply  equally to both the  singular  and plural forms of such terms.
Whenever  the context may  require,  any pronoun  shall be deemed to include the
corresponding  masculine,  feminine  and  neuter  forms.  The  words  "include",
"includes"  and  "including"  shall be  interpreted as if followed by the phrase
"without limitation". All references herein to the Preamble, Recitals, Articles,
Sections and Exhibits  shall be deemed  references to the Preamble and Recitals,
Articles and Sections  of, and  Exhibits to, this  Agreement  unless the context
shall  otherwise  require.  The headings and captions  herein shall not be given
effect in interpreting or construing the provisions of this Agreement. Except as
otherwise expressly provided herein, all references to "dollars" or "$" shall be
deemed references to the lawful money of the United States of America.

     Section I.2. Definitions. The following terms have the meanings ascribed to
them below:

     "Affiliate"  of any Person  means any other Person  directly or  indirectly
controlling  or  controlled by or under direct or indirect  common  control with
such Person.  For purposes of this definition,  "control" when used with respect
to any Person  means the power to direct the  management  and  policies  of such
Person,  directly  or  indirectly,  whether  through  the  ownership  of  voting
securities,   by  contract  or  otherwise,   and  the  terms  "controlling"  and
"controlled" have meanings correlative to the foregoing.

     "Average Price" means,  with respect to the Exercise Price for any Warrant,
the average of the Closing  Prices of the Common  Stock for the 10 Trading  Days
immediately  preceding  the date of the  dispatch to the  Initial  Holder of the
Borrowing  Request that  accompanies  the Warrant  Certificate  evidencing  such
Warrant.

     "Board of Directors" means the board of directors of the Company.

     "Borrowing  Request"  has the  meaning  assigned to such term in the Credit
Agreement.

     "Business Day" means any day that is not a Saturday, Sunday or other day on
which commercial banks in The City of New York or in Los Angeles, California are
authorized by law to close.

     "Cash Amount" means,  with respect to any Warrant,  an amount of cash equal
to the  product of (i) 95% of the  Closing  Price of the Common  Stock as of the
date of exercise of such Warrant  multiplied by (ii) the Shares Amount in effect
on such date.

     "Close of Business"  means,  for any day, 5:00 p.m., New York City time, on
such date.

     "Closing  Price" means the last  reported sale price regular way on the day
in  question  or, in case no such sale  takes  place on such day,  the  reported
closing bid price regular way of the Common Stock, in each case on the principal
national  securities exchange on which the Common Stock is listed or admitted to
trading,  or, if not listed or  admitted to trading on any  national  securities
exchange,  the  closing  bid price of the Common  Stock on the  Nasdaq  National
Market,  or if not listed or  admitted  to trading  on any  national  securities
exchange and not quoted on the Nasdaq National Market,  the closing bid price of
the  Common  Stock in the  over-the-counter  market  on the day in  question  as
reported by the National Quotation Bureau Incorporated, or a similarly generally
accepted reporting service, or, if not so available in such manner, as furnished
by any New York Stock  Exchange,  Inc. member firm selected from time to time by
the Board of  Directors  for such  purpose.  In the case of a  closing  price of
Common Stock on the Nasdaq  National  Market  System,  such price shall mean the
closing price  reported in the New York City edition of The Wall Street  Journal
or, if not so reported, another authoritative source.

     "Commission" means the Securities and Exchange Commission (or any successor
Governmental Authority).

     "Common  Stock" means the common  stock,  par value $.01 per share,  of the
Company and any other stock of the Company  into which such common  stock may be
converted or  reclassified  (other than stock of the Company into which unissued
Common  Stock has been  reclassified)  or that may be issued in  respect  of, in
exchange  for, or in  substitution  of, such common stock by reason of any stock
splits,    stock    dividends,    distributions,     mergers,    consolidations,
recapitalizations or other like events.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Exercise  Price"  means,  with respect to any Warrant,  the price equal to
140% of the Average Price.

     "Expiration  Date"  means,   with  respect  to  each  Warrant,   the  fifth
anniversary of the date on which a Warrant  Certificate  evidencing such Warrant
is first received by the Initial  Holder,  provided that if such  anniversary is
not a Business Day, the next Business Day thereafter.

     "Governmental Authority" means any nation or government, any state or other
political subdivision thereof and any entity exercising executive,  legislative,
judicial, regulatory or administrative functions of or pertaining to government.

     "Holder" means any holder from time to time of Warrant Certificates.

     "Person" means any  individual,  sole  proprietorship,  partnership,  joint
venture,   trust,   unincorporated   organization,   association,   corporation,
institution,  public benefit corporation, entity or government (whether Federal,
state,  county,  city,  municipal or otherwise,  including any  instrumentality,
division, agency, body or department thereof).

     "Quarterly  Loan"  has the  meaning  assigned  to such  term in the  Credit
Agreement.

     "SEC Reports" means the annual and quarterly  reports and the  information,
documents,  and other  reports  that the  Company is  required  to file with the
Commission pursuant to Section 13(a) or 15(d) of the Exchange Act.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Shares  Amount"  means,  with respect to any Warrant,  one share of Common
Stock,  subject to all adjustments made pursuant to Article V hereof on or prior
to the date of exercise of such Warrant.

     "Trading  Day"  means a day on  which  the  principal  national  securities
exchange  on which the shares of Common  Stock are listed or admitted to trading
is open for the  transaction  of business  or, if the shares of Common Stock are
not listed or admitted to trading on any national securities  exchange, a day on
which the Nasdaq National Market is open for the transaction of business.

     "Warrant"  means a warrant to purchase Common Stock at a price per share of
Common Stock equal to the Exercise Price for such Warrant.

     "Warrant  Number"  has the  meaning  assigned  to such  term in the  Credit
Agreement.

     Section I.3. Tie Sheet. The following terms are defined in the Sections set
forth below:
                  Term                                   Section
                  ----                                   -------
Agreement                                                Preamble
Applicable Price                                         5.06
Call Notice                                              3.07(b)
Called Warrants                                          3.07(a)
Common Stock Fundamental Change                          5.06
Company                                                  Preamble
Credit Agreement                                         Recitals
Current Event                                            5.01(g)
Expiration Time                                          5.01(f)
Indemnitee                                               9.02
Initial Holder                                           Preamble
Non-Stock Fundamental Change                             5.06
Other Event                                              5.01(g)
Purchased Shares                                         5.01(f)
Purchaser Stock Price                                    5.06
Reference Date                                           5.01(d)
Registrar                                                2.04(a)
Transfer Agent                                           7.01
Trigger Date                                             3.07(a)
Warrant Certificates                                     2.02
Warrant Register                                         2.04(a)


                                   ARTICLE II

                         Issuance and Grant of Warrants;
                          Form, Execution, Delivery and
                      Registration of Warrant Certificates

     Section  II.1.  Issuance  and Grant of  Warrants.  In  connection  with the
delivery by the Company of each  Borrowing  Request  pursuant to Section 2.02 of
the Credit  Agreement,  the Company will issue and grant to the Initial Holder a
number of Warrants  equal to the Warrant  Number.  In the event that the Company
has complied with its obligations  pursuant to the Credit  Agreement and o fails
to make the Quarterly Loan contemplated by Section 2.02 of the Credit Agreement,
the Warrants  evidenced by the Warrant  Certificate that accompanies the related
Borrowing Request shall be null and void; provided,  however, that if o fails to
make such Quarterly Loan as a result of the Company's cancellation or revocation
of such Borrowing Request or as a result of the Company's failure to comply with
its  obligations  under the Credit  Agreement,  such  Warrants  and such Warrant
Certificate shall not be rendered null, void or otherwise invalid.

     Section II.2. Form of Warrant Certificates. The certificates evidencing the
Warrants (the "Warrant  Certificates")  shall be in registered form only, in the
form set  forth in  Exhibit  A hereto  and may  represent  any  whole  number of
Warrants.  Each  Warrant  Certificate  shall be dated the date of the  Borrowing
Request  accompanying  such  Warrant  Certificate  and  may  have  imprinted  or
otherwise   reproduced   thereon  such  letters,   numbers  or  other  marks  of
identification  as may,  consistent  with the provisions of this  Agreement,  be
determined by the officers executing any such Warrant Certificate.

     Section II.3. Execution and Delivery of Warrant Certificates.  Each Warrant
Certificate  shall be  executed  on behalf of the  Company by (a) its  chairman,
chief executive  officer,  president,  or chief operating  officer,  and (b) its
chief financial officer,  in any case either manually or by facsimile  signature
printed thereon.

     Section II.4.  Registration;  Registration of Transfers and Exchanges.  (a)
The  Company  will keep a  register  or  registers  in which the  Company  shall
maintain a master  list of names and  addresses  of the  Holders  (the  "Warrant
Register")  and shall  provide  for the  registration  of, and  registration  of
transfer and exchange of, Warrant Certificates as provided in this Article. Each
person designated by the Company from time to time as a person having custody of
the Warrant  Register  and  register  the  transfer  and exchange of the Warrant
Certificates  is  hereinafter   called,   individually  and  collectively,   the
"Registrar".  The Company  hereby  appoints the Chief  Financial  Officer of the
Company as Registrar.  Upon written  notice to the Initial Holder and any acting
Registrar, the Company may appoint a successor Registrar for such purposes.

     (b) Upon due  presentation  for  registration  of  transfer  of any Warrant
Certificate to the Registrar,  the Company shall execute and deliver in the name
of  the  transferee  or  transferees  a  new  Warrant   Certificate  or  Warrant
Certificates in authorized denominations for a like aggregate number of Warrants
bearing   numbers  or  other   distinguishing   symbols  not   contemporaneously
outstanding.

     (c) Any Warrant Certificate or Warrant  Certificates may be exchanged for a
Warrant Certificate or Warrant  Certificates in other authorized  denominations,
representing in the aggregate a like number of Warrants.  A Warrant  Certificate
or  Warrant  Certificates  to  be so  exchanged  shall  be  surrendered  to  the
Registrar,  and the Company shall  execute and deliver in exchange  therefor the
Warrant   Certificate  or  Warrant   Certificates   bearing   numbers  or  other
distinguishing symbols not contemporaneously outstanding.

     (d) The  Company and the  Registrar  may deem and treat the person in whose
name any Warrant  Certificate shall be registered in the Warrant Register as the
absolute  owner of such  Warrant  Certificate  for the  purpose of any  exercise
thereof or any distribution to the Holder thereof and for all other purposes.
     (e) All Warrants  presented for  registration of transfer or exchange shall
(if so  required  by the  Company  or the  Registrar)  be duly  endorsed  by the
registered   Holder  or  Holders   thereof  or  by  the  duly  appointed   legal
representative thereof or by a duly authorized attorney and shall be accompanied
by a written instrument or instruments of transfer or exchange.

     (f) No service charge shall be made for any transfer or exchange of Warrant
Certificates,  but the Company may require  payment  from the  Holder(s) of such
Warrant   Certificates  of  a  sum  sufficient  to  cover  any  stamp  or  other
governmental  charge  or tax that may be  imposed  in  connection  with any such
transfer or exchange.

                  Section II.5. Lost,  Stolen,  Destroyed,  Defaced or Mutilated
Warrant  Certificates.  Upon  receipt by the  Registrar  of evidence  reasonably
satisfactory  to the Company of the loss,  theft,  destruction,  defacement,  or
mutilation  of any  Warrant  Certificate  and,  in the  case  of  mutilation  or
defacement,  upon surrender thereof to the Registrar for cancellation,  then the
Company  shall  execute and  deliver,  in  exchange  for or in lieu of the lost,
stolen,  destroyed,  defaced or  mutilated  Warrant  Certificate,  a new Warrant
Certificate  having the same tenor and for a like number of Warrants,  bearing a
number or other distinguishing  symbol not contemporaneously  outstanding.  Upon
the issuance of any new Warrant  Certificate  pursuant to this Section 2.05, the
Company may require the payment from the Holder of such Warrant Certificate of a
sum sufficient to cover any tax, stamp tax or other governmental charge that may
be imposed in relation  thereto  and may require (if the Holder of such  Warrant
Certificate is the Initial Holder or any of its Affiliates) a written instrument
executed and delivered by the Initial Holder or The Pharmacia & Upjohn  Company,
a Delaware corporation,  undertaking to indemnify and defend the Company against
all claims in  respect  of the lost,  stolen,  destroyed,  defaced or  mutilated
Warrant  Certificate  or (if the Holder is not the Initial  Holder or any of its
Affiliates)  a  lost  instrument  bond  providing  customary   coverage.   Every
substitute Warrant  Certificate  executed and delivered pursuant to this Section
in lieu of any lost, stolen or destroyed Warrant Certificate shall constitute an
additional  contractual  obligation  of the  Company,  whether  or not the lost,
stolen or destroyed  Warrant  Certificate  shall be at any time  enforceable  by
anyone,  and shall be entitled  to the  benefits of (but shall be subject to all
the   limitations   of  rights  set  forth  in)  this   Agreement   equally  and
proportionately  with any and all other Warrant  Certificates  duly executed and
delivered hereunder.


                                   ARTICLE III

                              Exercise of Warrants

                  Section III.1. Duration of Exercise Rights. Each Warrant shall
be exercisable as provided in this Article III from time to time on any Business
Day prior to the Close of Business on the Expiration Date for such Warrant.

                  Section III.2. Right to Purchase. When exercised in accordance
with Section 3.03 or 3.07,  each Warrant  shall  entitle the Holder to purchase,
and the Company  shall be required to issue and  deliver,  a number of shares of
Common  Stock  equal to the Shares  Amount in effect on the day such  Warrant is
exercised in accordance with Section 3.03 or on the Trigger Date, in the case of
an exercise  pursuant to Section 3.07,  at the Exercise  Price for such Warrant;
provided, however, that in the case of an exercise pursuant to Section 3.03, the
Company  may,  at its  sole  election,  pay to the  Holder  of each  Warrant  so
exercised in respect of any one or more of such Warrants cash in an amount equal
to the Cash Amount in lieu of delivering the shares of Common Stock.


                  Section  III.3.  Exercise  Procedures.  In order to exercise a
Warrant,  the Holder must  surrender  the Warrant  Certificate  evidencing  such
Warrant  to the  Registrar,  with  the form of  election  on the  reverse  of or
attached to the Warrant Certificate duly executed,  together with payment of the
Exercise Price.  Any such payment of the Exercise Price shall be by certified or
official bank check or wire transfer to the Company of same day funds.

                  Section  III.4.  Delivery of Shares.  In the event the Company
elects to deliver  the Shares  Amount as  provided  in Section  3.02,  then upon
surrender of the Warrant Certificate in accordance with Section 3.03 the Company
shall  promptly  issue or cause to be issued to or upon the written order of the
Holder of such Warrant Certificate, a certificate or certificates evidencing the
share or shares of  Common  Stock to which  such  Holder is  entitled,  in fully
registered  form,  registered  in such name or names as may be  directed by such
Holder  pursuant  to the form of  election  on the reverse of or attached to the
Warrant Certificate.  Such certificate or certificates  evidencing such share or
shares shall be deemed to have been issued and any persons who are designated to
be named  therein  shall be deemed to have  become  the holder of record of such
share or shares as of the Close of  Business  on the date on which the  Exercise
Price for the related Warrant or Warrants shall have been paid.

                  Section  III.5.  Payment  of Cash.  If the  Company  elects to
deliver the Cash Amount as provided in Section 3.02,  then upon surrender of the
Warrant  Certificate  in accordance  with Section  3.03,  the Company shall make
prompt payment of the Cash Amount in same day funds to the account  specified on
the form of election on the reverse of or attached to the Warrant Certificate.

                  Section III.6.  Certificate for Unexercised Warrants. If fewer
than all the Warrants  represented by a Warrant Certificate are exercised,  such
Warrant  Certificate shall be surrendered to the Registrar with instructions for
the issuance of a new Warrant Certificate and the Company shall promptly execute
and deliver a new Warrant  Certificate  for the Warrants that were not exercised
bearing   numbers  or  other   distinguishing   symbols  not   contemporaneously
outstanding.

                  Section  III.7.  Mandatory  Exercise.  (a) If and  only if the
average  of the  Closing  Prices of the  Common  Stock for the 30  Trading  Days
immediately  preceding  a  particular  date (the  "Trigger  Date")  exceeds  the
Exercise  Price set forth in the Warrant  Certificate  representing  one or more
Warrants,  the Company shall be entitled, at its option exercised within 30 days
following the Trigger Date, to cause the Holder of such Warrant  Certificate  to
exercise  all,  but not fewer than all, of the  related  Warrants  (the  "Called
Warrants") as provided herein.

                  (b) If the Company  elects to cause the Holder to exercise the
Called  Warrants,  it shall  furnish  to the  Holder,  within 30  calendar  days
following  the Trigger  Date, a written  notice  thereof,  (the "Call  Notice"),
specifying  the  identifying  number of the Warrant  Certificate  evidencing the
Called Warrants and the Trigger Date.

                  (c) Not later than three  Business Days following the later of
(i) the date of the Call Notice,  and (ii) the  expiration or termination of any
waiting period (and any extension thereof)  applicable to the acquisition by the
Holder  thereof of the shares of Common  Stock  issuable  upon  exercise  of the
Called Warrants under the Hart-Scott-Rodino  Antitrust Improvements Act of 1976,
as amended and the receipt of all governmental and contractual permits, consents
and approvals  necessary in connection with such acquisition,  the Company shall
deliver to the Holder of the Called  Warrants a certificate  evidencing a number
of shares of Common Stock equal to the product of (x) Shares Amount in effect on
the Trigger Date, multiplied by (y) the number of Called Warrants.

                  (d) Not later than three  Business Days  following the receipt
of the  certificate  referred  to in Section  3.07(c),  the Holder of the Called
Warrants shall deliver to the Company the  certificate  representing  the Called
Warrants and a check for the product of (i) the Exercise  Price,  multiplied  by
(ii) the number of Called Warrants.

                                   ARTICLE IV

                     Compliance With the Securities Act and 
                       Restrictions on Transfer of Shares

                  Section  IV.1.  Acknowledgment.   The  Initial  Holder  hereby
acknowledges  that the  Warrants  and the  shares  of Common  Stock  that may be
received  by the  Initial  Holder  upon  exercise of any Warrant are and will be
subject to certain  restrictions  on transfers  under the Securities Act and the
regulations promulgated thereunder.

     Section IV.2.  Representation.  The Initial Holder hereby represents to the
Company that it is acquiring the Warrants for its own account for investment and
not with a view to the resale or distribution of any interest therein.

                  Section IV.3. Restrictions on Transfer of Shares. Prior to the
thirtieth calendar day following the issuance of shares of Common Stock upon the
exercise  of  Warrants,  the  Initial  Holder  shall  not,  and shall  cause its
Affiliates not to, sell,  assign,  transfer or otherwise dispose of such shares,
except that the Initial Holder may transfer any such shares to any of its wholly
owned  subsidiaries.  The  provisions of this Section 4.03 shall not prohibit or
restrict the sale, assignment, transfer or disposition at any time of any shares
of Common Stock acquired pursuant to Section 3.07.


                                    ARTICLE V

                                   Adjustments

                  Section V.1. Adjustment upon Certain Transactions.  The Shares
Amount (and, by virtue thereof,  the Cash Amount) shall be subject to adjustment
from time to time on and subsequent to the date of this Agreement as follows:

                  (a) In case the Company  shall pay or make a dividend or other
distribution  on its Common  Stock  exclusively  in Common Stock or shall pay or
make a dividend or other  distribution  on any other class or series of stock of
the Company which dividend or  distribution  includes  Common Stock,  the Shares
Amount in effect at the opening of business on the date following the date fixed
for the determination of stockholders entitled to receive such dividend or other
distribution  shall be increased by multiplying such Shares Amount by a fraction
of  which  the  denominator  shall be the  number  of  shares  of  Common  Stock
outstanding  at the Close of Business  on the date fixed for such  determination
and the  numerator  shall be the sum of such  number  of  shares  plus the total
number of shares constituting such dividend or other distribution, such increase
to  become  effective  immediately  after the  opening  of  business  on the day
following  the date  fixed  for such  determination.  For the  purposes  of this
Section  5.01(a),  the number of shares of Common Stock at any time  outstanding
shall not include shares held in the treasury of the Company.  The Company shall
not pay any dividend or make any  distribution on shares of Common Stock held in
the treasury of the Company.

                  (b) In case the Company  shall pay or make a dividend or other
distribution on its Common Stock  consisting  exclusively of, or shall otherwise
issue to all  holders of its Common  Stock,  rights or  warrants  entitling  the
holders  thereof to subscribe for or purchase  shares of Common Stock at a price
per share less than the current  market price per share  (determined as provided
in Section 5.01(g)) of the Common Stock on the date fixed for the  determination
of stockholders  entitled to receive such rights or warrants,  the Shares Amount
in effect at the  opening of business  on the day  following  the date fixed for
such  determination  shall be increased by  multiplying  the Shares  Amount by a
fraction of which the denominator  shall be the number of shares of Common Stock
outstanding  at the Close of Business  on the date fixed for such  determination
plus the number of shares of Common  Stock which the  aggregate  of the offering
price of the total number of shares of Common Stock so offered for  subscription
or purchase would purchase at such current market price and the numerator  shall
be the number of shares of Common Stock  outstanding at the Close of Business on
the date fixed for such  determination plus the number of shares of Common Stock
so offered for  subscription  or  purchase,  such  increase to become  effective
immediately  after the opening of business on the day  following  the date fixed
for such determination.  For the purposes of this Section 5.01(b), the number of
shares of Common Stock at any time outstanding  shall not include shares held in
the treasury of the Company.  The Company shall not issue any rights or warrants
in respect of shares of Common  Stock held in the  treasury of the  Company.  In
case any rights or warrants  referred to in this  Section  5.01(b) in respect of
which an adjustment shall have been made shall expire unexercised within 60 days
after the same shall have been distributed or issued by the Company,  the Shares
Amount shall be readjusted  at the time of such  expiration to the Shares Amount
that would have been in effect if no adjustment  had been made on account of the
distribution or issuance of such expired rights or warrants.

                  (c) In case  outstanding  shares  of  Common  Stock  shall  be
subdivided into a greater number of shares of Common Stock, the Shares Amount in
effect at the opening of business on the day  following  the day upon which such
subdivision   becomes  effective  shall  be   proportionately   increased,   and
conversely,  in case  outstanding  shares of Common Stock shall each be combined
into a smaller number of shares of Common Stock,  the Shares Amount in effect at
the opening of business on the day following the day upon which such combination
becomes  effective  shall  be  proportionately   decreased,  such  reduction  or
increase,  as the case may be, to become effective immediately after the opening
of  business  on the day  following  the day  upon  which  such  subdivision  or
combination  becomes  effective.  No  reduction  in the Shares  Amount may occur
except pursuant to this Section 5.01(c) or the last sentence of Section 5.01(b).

                  (d) Subject to the last two sentences of this Section 5.01(d),
in case the Company shall,  by dividend or otherwise,  distribute to all holders
of its Common Stock evidences of its indebtedness, shares of any class or series
of stock,  cash or assets  (including  securities,  but  excluding any rights or
warrants  referred to in Section  5.01(b),  any  dividend or  distribution  paid
exclusively  in cash and any  dividend  or  distribution  referred to in Section
5.01(a)),  the Shares Amount shall be increased so that the same shall equal the
number  determined by multiplying the Shares Amount in effect  immediately prior
to the effectiveness of the Shares Amount increase  contemplated by this Section
5.01(d) by a fraction of which the numerator  shall be the current  market price
per share (determined as provided in Section 5.01(g)) of the Common Stock on the
date fixed for the payment of such  distribution (the "Reference Date") plus the
fair market value (as  determined  in good faith by the Board of  Directors  and
described in a resolution of the Board of  Directors),  on the Reference Date of
the portion of the evidences of indebtedness,  shares of stock,  cash and assets
so distributed applicable to one share of Common Stock and the denominator shall
be such current  market price per share of the Common  Stock,  such  increase to
become  effective  immediately  prior  to the  opening  of  business  on the day
following the  Reference  Date.  If the Board of Directors  determines  the fair
market  value of any  distribution  for  purposes  of this  Section  5.01(d)  by
reference  to the  actual  or when  issued  trading  market  for any  securities
comprising  such  distribution,  it must in doing so consider the prices in such
market over the same period used in computing the current market price per share
of Common  Stock  pursuant to Section  5.01(g).  For  purposes  of this  Section
5.01(d),  any dividend or  distribution  that includes shares of Common Stock or
rights or warrants to subscribe for or purchase  shares of Common Stock shall be
deemed  instead  to be  (1) a  dividend  or  distribution  of the  evidences  of
indebtedness,  cash,  assets or shares of stock other than such shares of Common
Stock or such rights or warrants (making any Shares Amount increase  required by
this Section 5.01(d))  immediately followed by (2) a dividend or distribution of
such  shares of Common  Stock or such  rights or  warrants  (making  any further
Shares  Amount  increase  required  by  Section  5.01(a)  or (b)  except (A) the
Reference  Date of such  dividend  or  distribution  as defined in this  Section
5.01(d)  shall be  substituted  as "the  date  fixed  for the  determination  of
stockholders entitled to receive such dividend or other distribution", "the date
fixed for the  determination of stockholders  entitled to receive such rights or
warrants"  and "the date fixed for such  determination"  within  the  meaning of
Section  5.01(a)  or (b) and (B) any  shares of Common  Stock  included  in such
dividend  or  distribution  shall  not be  deemed  "outstanding  at the Close of
Business on the date fixed for such determination" within the meaning of Section
5.01(a) or (b)).

                  (e) In case the Company  shall pay or make a dividend or other
distribution on the Common Stock  exclusively in cash the Shares Amount shall be
increased so that the same shall equal the number  determined by multiplying the
Shares Amount in effect  immediately  prior to the  effectiveness  of the Shares
Amount increase  contemplated by this Section 5.01(e) by a fraction of which the
numerator shall be the current market price per share (determined as provided in
Section  5.01(g)) of the Common  Stock on the date fixed for the payment of such
distribution  plus the amount of cash so distributed  applicable to one share of
Common Stock and the denominator shall be such current market price per share of
Common Stock, such increase to become effective immediately prior to the opening
of  business  on the day  following  the  date  fixed  for the  payment  of such
distribution.

                  (f) In case a tender or exchange  offer made by the Company or
by any  subsidiary  of the Company  for all or any  portion of the Common  Stock
shall expire and such tender or exchange  offer shall involve the payment by the
Company or such subsidiary of  consideration  per share of Common Stock having a
fair market value (as  determined  in good faith by the Board of  Directors  and
described  in a  resolution  of the  Board of  Directors)  at the last time (the
"Expiration Time") shares of Common Stock may be tendered into to such tender or
exchange  offer (as it shall have been amended) that exceeds the current  market
price per share  (determined as provided in Section 5.01(g)) of the Common Stock
on the Trading Day next succeeding the Expiration  Time, the Shares Amount shall
be increased so that the same shall equal the number  determined by  multiplying
the Shares Amount in effect immediately prior to the effectiveness of the Shares
Amount increase  contemplated by this Section 5.01(f) by a fraction of which the
denominator shall be the number of shares of Common Stock outstanding (including
any tendered or  exchanged  shares) at the  Expiration  Time  multiplied  by the
current market price per share  (determined  as provided in Section  5.01(g)) of
the Common Stock on the Trading Day next  succeeding the Expiration Time and the
numerator  shall  be  the  sum of (x)  the  fair  market  value  (determined  as
aforesaid) of the aggregate  consideration  payable to stockholders based on the
acceptance  (up to any maximum  specified in the terms of the tender or exchange
offer) of all shares  validly  tendered or exchanged and not withdrawn as of the
Expiration  Time (the shares deemed so accepted,  up to any such maximum,  being
referred  to as the  "Purchased  Shares")  and (y) the  product of the number of
shares of Common Stock outstanding (less any Purchased Shares) at the Expiration
Time and the current  market price per share  (determined as provided in Section
5.01(g)) of the Common Stock on the Trading Day next  succeeding  the Expiration
Time,  such  increase to become  effective  immediately  prior to the opening of
business on the day following the Expiration Time.

                  (g) For the purpose of any computation  under Section 5.01(b),
(d), (e) and (f), the  "current  market  price" per share of Common Stock on any
date in question  shall be deemed to be the average of the daily Closing  Prices
for the  five  consecutive  Trading  Days  prior  to and  including  the date in
question;  provided, however, that (1) if the "ex" date (as hereinafter defined)
for  any  event  (other  than  the  issuance  or  distribution   requiring  such
computation)  that  requires  an  adjustment  to the Shares  Amount  pursuant to
Section 5.01(a), (b), (c), (d), (e), (f) or (h) ("Other Event") occurs after the
fifth  Trading Day prior to the day in  question  and prior to the "ex" date for
the issuance or distribution  requiring such computation (the "Current  Event"),
the  Closing  Price for each  Trading  Day prior to the "ex" date for such Other
Event shall be adjusted by  multiplying  such Closing Price by the reciprocal of
the  fraction  by which the Shares  Amount is so  required  to be  adjusted as a
result of such  Other  Event,  (2) if the "ex" date for any Other  Event  occurs
after  the  "ex"  date  for the  Current  Event  and on or  prior to the date in
question,  the Closing Price for each Trading Day on and after the "ex" date for
such Other  Event shall be adjusted by  multiplying  such  Closing  Price by the
fraction by which the Shares Amount is so required to be adjusted as a result of
such Other  Event,  (3) if the "ex" date of any Other  Event  occurs on the "ex"
date for the Current Event,  one of those events shall be deemed for purposes of
clauses (1) and (2) of this proviso to have an "ex" date occurring  prior to the
"ex" date for the other event, and (4) if the "ex" date for the Current Event is
on or prior to the date in question,  after  taking into account any  adjustment
required  pursuant to clause (2) of this  proviso,  the  Closing  Price for each
Trading Day on or after such "ex" date shall be  adjusted by adding  thereto the
amount  of any cash  and the fair  market  value  on the  date in  question  (as
determined in good faith by the Board of Directors in a manner  consistent  with
any  determination  of such value for  purposes of Section  5.01(d) or (e),  and
described  in a  resolution  of the Board of  Directors)  of the  portion of the
rights,  warrants,  evidences of  indebtedness,  shares of stock or assets being
distributed  applicable  to one share of Common  Stock.  For the  purpose of any
computation under Section 5.01(f),  the current market price per share of Common
Stock on any date in  question  shall be deemed to be the  average  of the daily
Closing  Prices for such date in question  and the next two  succeeding  Trading
Days;  provided,  however,  that if the "ex" date for any event  (other than the
tender or exchange offer requiring such computation) that requires an adjustment
to the Shares Amount pursuant to Section 5.01(a), (b), (c), (d), (e), (f) or (h)
occurs after the Expiration Time for the tender or exchange offer requiring such
computation  and on or prior to the second  Trading  Day  following  the date in
question,  the Closing Price for each Trading Day on and after the "ex" date for
such other  event shall be adjusted by  multiplying  such  Closing  Price by the
fraction by which the Shares Amount is so required to be adjusted as a result of
such other event.  For purposes of this paragraph,  the term "ex" date, (1) when
used with respect to any issuance or distribution, means the first date on which
the Common Stock trades regular way on the relevant  exchange or in the relevant
market from which the Closing  Price was  obtained  without the right to receive
such issuance or distribution,  (2) when used with respect to any subdivision or
combination of shares of Common Stock,  means the first date on which the Common
Stock  trades  regular way on such  exchange or in such market after the time at
which such subdivision or combination becomes effective,  and (3) when used with
respect  to any  tender or  exchange  offer,  means the first  date on which the
Common  Stock  trades  regular way on such  exchange or in such market after the
Expiration Time of such offer.

                  (h) The Company may make such  increase in the Shares  Amount,
in addition to those required by Section 5.01(a),  (b), (c), (d), (e) and (f) as
it  considers  to be  advisable to avoid or diminish an income tax to holders of
Common Stock or rights to purchase  Common Stock  resulting from any dividend or
distribution  of stock (or rights to acquire stock) or from any event treated as
such for income tax  purposes.  The Company  from time to time may  increase the
Shares  Amount by any  amount  for any  period of time if the period is at least
twenty days,  the increase is  irrevocable  during the period,  and the Board of
Directors  shall have made a  determination  that such increase  would be in the
best interest of the Company.  Whenever the Shares Amount is increased  pursuant
to the  preceding  sentence,  the Company  shall mail to Holders a notice of the
increase at least  fifteen days prior to the date the  increased  Shares  Amount
takes effect,  and such notice shall state the  increased  Shares Amount and the
period it will be in effect.

                  (i) No  adjustment  in the  Shares  Amount  shall be  required
unless such  adjustment  would require an increase or decrease of at least 1% in
the Shares Amount;  provided,  however,  that any adjustments which by reason of
this Section  5.01(i) are not  required to be made shall be carried  forward and
taken into account in any subsequent adjustment.

                  (j) Whenever the Shares Amount is adjusted as herein provided,
the  Company  shall  compute  the  adjusted  Shares  Amount and shall  prepare a
certificate  signed by the Chief Financial  Officer of the Company setting forth
the adjusted Shares Amount and showing in reasonable detail the facts upon which
such  adjustment is based,  and a copy of such  certificate  shall  forthwith be
delivered to each Holder.

                  Section V.2. No Fractional  Shares.  No  fractional  shares of
Common  Stock shall be issued upon  exercise of the  Warrants.  If more than one
Warrant is exercised  by the same Holder at one time,  the number of full shares
issuable  upon such  exercise  shall be computed  on the basis of the  aggregate
number of Warrants so exercised. Instead of any fractional share of Common Stock
that would otherwise be issuable to a holder upon exercise of the Warrants,  the
Company shall pay a cash  adjustment in respect of such  fractional  share in an
amount equal to the same fraction of the Closing Price per share of Common Stock
as of the date of such exercise.

                  Section V.3. Reclassification,  Consolidation,  Merger or Sale
of Assets.  In the event that the  Company  shall be a party to any  transaction
(including without limitation any  recapitalization  or  reclassification of the
Common  Stock  (other  than a change in par  value,  or from par value to no par
value,  or from no par value to par value,  or as a result of a  subdivision  or
combination of the Common Stock and other than the  reclassification of unissued
Common Stock into other stock of the Company),  any consolidation of the Company
with,  or merger of the Company into,  any other  Person,  any merger of another
person  into the  Company  (other  than a merger  which  does  not  result  in a
reclassification,  conversion, exchange or cancellation of outstanding shares of
Common Stock of the Company),  any sale or transfer of all or substantially  all
of the assets of the Company or any compulsory share exchange) pursuant to which
the Common Stock is converted into the right to receive other  securities,  cash
or other property,  then lawful provisions shall be made as part of the terms of
such transaction  whereby the holder of each Warrant then outstanding shall have
the right  thereafter  to exercise  such Warrant only for (i) in the case of any
such  transaction  other than a Common Stock  Fundamental  Change (as defined in
Section  5.06(b)) and subject to funds being legally  available for such purpose
under  applicable  law at the time of such  exercise,  the kind  and  amount  of
securities, cash and other property receivable upon such transaction by a holder
of the number of shares of Common  Stock of the Company  for which such  Warrant
could have been exercised immediately prior to such transaction, and (ii) in the
case of a Common Stock Fundamental Change,  common stock of the kind received by
holders of Common Stock as a result of such Common Stock  Fundamental  Change in
an amount determined  pursuant to the provisions of Section 5.05. The Company or
the Person formed by such  consolidation  or resulting from such merger or which
acquires such assets or which acquires the Company's shares, as the case may be,
shall  execute an agreement in form and substance  reasonably  acceptable to the
Holders  evidencing  such right.  Such agreement  shall provide for  adjustments
which, for events  subsequent to the effective date of such agreement,  shall be
as nearly  equivalent as may be practicable to the  adjustments  provided for in
this Article VI. The above  provisions  shall  similarly apply to each and every
successive transaction of the foregoing type.

                  Section V.4.  Prior Notice of Certain Events.  In case:

               (a) the  Company  shall (i) declare  any  dividend  (or any other
          distribution)  on its Common Stock,  other than (A) a dividend payable
          in shares  of Common  Stock or (B) a  dividend  payable  in cash in an
          amount not greater than its retained  earnings  other than any special
          or  nonrecurring  or other  extraordinary  dividend or (ii) declare or
          authorize  a  redemption  or  repurchase  of in  excess  of 10% of the
          then-outstanding shares of Common Stock; or

               (b) the Company  shall  authorize  the granting to all holders of
          Common  Stock of rights or warrants to  subscribe  for or purchase any
          share of stock  of any  class or  series  or of any  other  rights  or
          warrants; or

               (c)  of  any  reclassification  of  Common  Stock  (other  than a
          subdivision  or  combination  of the  outstanding  Common Stock,  or a
          change in par value, or from par value to no par value, or from no par
          value to par value and other  than the  reclassification  of  unissued
          Common Stock into other stock of the Company), or of any consolidation
          or merger to which the  Company is a party and for which  approval  of
          any  shareholders of the Company shall be required,  or of the sale or
          transfer of all or  substantially  all of the assets of the Company or
          of any compulsory share exchange whereby the Common Stock is converted
          into other securities, cash or other property; or

               (d) of the voluntary or involuntary  dissolution,  liquidation or
          winding up of the Company;

then the Company  shall cause to be delivered  to the Holders,  at least 10 days
prior to the applicable record or effective date hereinafter specified, a notice
stating  (x) the date on which a record (if any) is to be taken for the  purpose
of such dividend, distribution,  redemption,  repurchase, rights or warrants or,
if a record is not to be taken, the date as of which the holders of Common Stock
of record to be entitled to such dividend,  distribution,  redemption, rights or
warrants are to be  determined  or (y) the date on which such  reclassification,
consolidation,  merger, sale, transfer, share exchange, dissolution, liquidation
or winding up is  expected to become  effective,  and the date as of which it is
expected  that  holders of Common  Stock of record shall be entitled to exchange
their shares of Common Stock for securities,  cash or other property deliverable
upon  such  reclassification,   consolidation,  merger,  sale,  transfer,  share
exchange,  dissolution,  liquidation  or winding up (but no failure to mail such
notice or any defect therein or in the mailing thereof shall affect the validity
of the corporate action required to be specified in such notice).

                  Section V.5.  Adjustments in Case of Fundamental  Changes. (a)
Notwithstanding  any other  provision in this Article 6 to the contrary,  if any
Fundamental  Change  (as  defined in Section  5.06(c))  occurs,  then the Shares
Amount in effect will be adjusted  immediately after such Fundamental  Change as
described  in  Section  5.05(c).  In  addition,  in the event of a Common  Stock
Fundamental  Change (as  defined  in Section  5.06(b)),  each  Warrant  shall be
exercisable  solely in exchange for common stock of the kind and amount received
by holders of Common Stock as a result of such Common Stock  Fundamental  Change
as more specifically provided in Section 5.05(b).

                  (b) For  purposes of  calculating  any  adjustment  to be made
pursuant to this Section 5.05 in the event of a Fundamental Change,  immediately
after such Fundamental Change in the case of a Common Stock Fundamental  Change,
the Shares Amount in effect  immediately  prior to such Common Stock Fundamental
Change, but after giving effect to any other prior adjustments effected pursuant
to this Article V, shall thereupon be adjusted by multiplying such Shares Amount
by a fraction of which the  denominator  shall be the Purchaser  Stock Price (as
defined in Section  5.06(e)) and the numerator shall be the Applicable Price (as
defined in Section 5.06(a));  provided,  however,  that in the event of a Common
Stock  Fundamental  Change  in which  (A)  100% by  value  of the  consideration
received by a holder of Common Stock is common stock of the successor,  acquiror
or other third party (and cash,  if any, is paid with respect to any  fractional
interests in such common  stock  resulting  from such Common  Stock  Fundamental
Change) and (B) all of the Common Stock shall have been exchanged for, converted
into or  acquired  for  common  stock  (and  cash  with  respect  to  fractional
interests) of the successor, acquiror or other third party, the Shares Amount in
effect immediately prior to such Common Stock Fundamental Change shall thereupon
be adjusted by multiplying  such Shares Amount by the number of shares of common
stock of the successor, acquiror, or other third party received by a shareholder
for one  share of  Common  Stock as a result of such  Common  Stock  Fundamental
Change.

     Section V.6.  Definitions.  The following  definitions shall apply to terms
used in this Article V:

                  (a)  "Applicable  Price" means (1) in the event of a Non-Stock
Fundamental  Change in which the holders of the Common Stock  receive only cash,
the amount of cash received by a  shareholder  for one share of Common Stock and
(2) in the event of any other Non-Stock  Fundamental  Change or any Common Stock
Fundamental  Change, the average of the daily Closing Prices of the Common Stock
for the ten consecutive  Trading Days prior to and including the record date for
the determination of the holders of Common Stock entitled to receive securities,
cash or other property in connection with such Non-Stock  Fundamental  Change or
Common Stock Fundamental  Change,  or, if there is no such record date, the date
upon which the holders of the Common  Stock shall have the right to receive such
securities,  cash or other property,  in each case, as adjusted in good faith by
the Board of Directors of the Company to appropriately reflect any of the events
referred to in Section 5.01(a), (b), (c), (d), (e), (f) and (h).

                  (b) "Common Stock  Fundamental  Change" means any  Fundamental
Change in which more than 50% by value (as determined in good faith by the Board
of Directors) of the consideration  received by holders of Common Stock consists
of common stock that for each of the ten  consecutive  Trading Days  referred to
with  respect  to such  Fundamental  Change in  Section  5.05(i)  above has been
admitted for listing or admitted for listing  subject to notice of issuance on a
national  securities  exchange or quoted on the NASDAQ  National  Market System;
provided,  however,  that a  Fundamental  Change  shall  not be a  Common  Stock
Fundamental  Change unless  either (1) the Company  continues to exist after the
occurrence of such Fundamental  Change and the outstanding  Warrants continue to
exist as  outstanding  Warrants,  or (2) not later than the  occurrence  of such
Fundamental Change, the outstanding Warrants are converted into or exchanged for
warrants of a  corporation  succeeding  to the  business of the  Company,  which
warrants have terms identical to those of the Warrants.


           (c)   "Fundamental   Change"  means  the   occurrence  of  any
transaction  or  event  in  connection  with a plan  pursuant  to  which  all or
substantially  all of the Common Stock shall be exchanged for,  converted  into,
acquired for or constitute solely the right to receive securities, cash or other
property  (whether by means of an exchange  offer,  liquidation,  tender  offer,
consolidation,  merger,  combination,   reclassification,   recapitalization  or
otherwise);  provided,  however,  in the case of a plan  involving more than one
such transaction or event, for purposes of adjustment of the Shares Amount, such
Fundamental  Change shall be deemed to have occurred when  substantially  all of
the Common  Stock of the Company  shall be exchanged  for,  converted  into,  or
acquired  for or  constitute  solely  the  right to  receive  cash,  securities,
property or other  assets,  but the  adjustment  shall be based upon the highest
weighted average of consideration per share which a holder of Common Stock could
have received in such  transactions or events as a result of which more than 50%
of the Common Stock shall have been exchanged for,  converted  into, or acquired
for or  constitute  solely the rights to receive cash,  securities,  property or
other assets.

                  (d)  "Non-Stock  Fundamental  Change"  means  any  Fundamental
Change other than a Common Stock Fundamental Change.

                  (e) "Purchaser Stock Price" means,  with respect to any Common
Stock Fundamental  Change, the average of the daily Closing Prices of the common
stock received in such Common Stock  Fundamental  Change for the ten consecutive
Trading Days prior to and including the record date for the determination of the
holders of Common Stock  entitled to receive such common stock,  or, if there is
no such record  date,  the date upon which the holders of the Common Stock shall
have the right to receive such common  stock,  in each case, as adjusted in good
faith by the Board of  Directors  to  appropriately  reflect  any of the  events
referred to in Section  5.01(a),  (b),  (c),  (d),  (e), (f) and (h);  provided,
however,  if no such  Closing  Prices of the common  stock for such Trading Days
exist, then the Purchaser Stock price shall be set at a price determined in good
faith by the Board of Directors.

                  Section V.7. Certain  Additional  Rights.  In case the Company
shall,  by dividend or otherwise,  declare or make a distribution  on the Common
Stock referred to in Section 5.01(d) or 5.01(e) (including,  without limitation,
dividends  or  distributions  referred to in the last two  sentences  of Section
5.01(d)),  the holder of each Warrant,  upon the exercise thereof  subsequent to
the Close of Business on the date fixed for the  determination  of  shareholders
entitled to receive  such  distribution  and prior to the  effectiveness  of the
Shares Amount adjustment in respect of such distribution, shall also be entitled
to receive for each share of Common Stock for which such  Warrant is  exercised,
the  portion of the  shares of Common  Stock,  rights,  warrants,  evidences  of
indebtedness,  shares of stock, cash and assets so distributed applicable to one
share of Common Stock;  provided,  however, that, at the election of the Company
(whose  election  shall be evidenced by a resolution  of the Board of Directors)
with  respect  to all  holders  so  exercising,  the  Company  may,  in  lieu of
distributing to such holder any portion of such  distribution  not consisting of
cash or  securities  of the Company,  pay such holder an amount in cash equal to
the fair  market  value  thereof  (as  determined  in good faith by the Board of
Directors  and  described in a  resolution  of the Board of  Directors).  If any
exercise of a Warrant  described in the  immediately  preceding  sentence occurs
prior to the payment  date for a  distribution  to holders of Common Stock which
the holder of the Warrant so exercised is entitled to receive in accordance with
the immediately  preceding sentence,  the Company may elect (such election to be
evidenced by a  resolution  of the Board of  Directors)  to  distribute  to such
holder a due bill for the shares of Common Stock, rights, warrants, evidences of
indebtedness,  shares  of  stock,  cash or  assets  to which  such  holder is so
entitled,  provided that such due bill (i) meets any applicable  requirements of
the principal national  securities  exchange or other market on which the Common
Stock is then  traded and (ii)  requires  payment or  delivery of such shares of
Common Stock, rights, warrants, evidences of indebtedness, shares of stock, cash
or assets no later than the date of payment  or  delivery  thereof to holders of
shares of Common Stock receiving such distribution.

                  Section V.8. Reservation of Shares, etc. (a) The Company shall
at all times reserve and keep available,  free from preemptive rights out of its
authorized and unissued  stock,  solely for the purpose of allowing the exercise
of the Warrants, such number of shares of its Common Stock as shall from time to
time be  sufficient  to permit the Company to deliver  the Shares  Amount in the
event all of the Warrants  from time to time  outstanding  were  exercised.  The
Company  shall from time to time,  in  accordance  with the laws of the State of
Delaware,  increase  the  authorized  number of shares of Common Stock if at any
time the number of shares of authorized  and unissued  Common Stock shall not be
sufficient  to permit the Company to deliver the Shares Amount upon the exercise
of all of the then-outstanding  Warrants (taking into account the adjustments to
the Shares Amount that are provided for herein).

     (b) If any shares of Common Stock  required to be reserved for
purposes of the exercise of the Warrants hereunder require  registration with or
approval  of any  governmental  authority  under any Federal or State law before
such shares may be issued upon exercise,  and an exemption under Section 3(a)(9)
of the Securities Act or similar exemption is not available, the Company will in
good faith and as expeditiously as possible  endeavor to cause such shares to be
duly registered or approved as the case may be. If the Common Stock is quoted on
the NASDAQ  National  Market  System or listed on any U.S.  national  securities
exchange, the Company will, if permitted by the rules of such exchange, list and
keep listed on such exchange,  upon official  notice of issuance,  all shares of
Common Stock issuable upon exercise of the Warrants. The second sentence of this
paragraph   shall  apply  only  when  the  Warrants  shall  have  become  freely
transferable  pursuant to Rule 144(k) under the  Securities Act or if the shares
of Common  Stock  issuable  upon  exercise of the  Warrants  are exempt from the
registration  requirements  of the  Securities  Act by operation of an exemption
referred to in the first sentence of this paragraph.

                  Section V.9. Dividend or Interest  Reinvestment Plans or Other
Plans.  Notwithstanding the foregoing provisions,  the issuance of any shares of
Common Stock pursuant to any plan providing for the reinvestment of dividends or
interest  payable on securities of the Company and the  investment of additional
optional amounts in shares of Common Stock under any such plan (i.e., a "DRIP"),
and the  issuance of any shares of Common Stock or options or rights to purchase
such shares pursuant to any employee or director  benefit plan or program of the
Company or pursuant to any option,  warrant, right or exercisable,  exchangeable
or convertible security outstanding as of the date hereof shall not be deemed to
constitute  an  issuance  of  Common  Stock  or  exercisable,   exchangeable  or
convertible  securities by the Company to which any of the adjustment provisions
described above applies. In addition, no adjustment to the Shares Amount or Cash
Amount  pursuant to this  Article V shall be made in respect of any  transaction
expressly  permitted by Section  7.02(h)(iii)  of the Credit  Agreement.  If any
action would require  adjustment of the Shares Amount  pursuant to more than one
of the provisions  described in this Article V only one adjustment shall be made
and such  adjustment  shall be the amount of  adjustment  which has the  highest
absolute value to holders of the Warrants.


                                   ARTICLE VI

                         Representations and Warranties

                  The Company hereby represents and warrants,  as of the date of
this Agreement, as follows:

     Section VI.1. Good Standing and Power.  The Company is a corporation,  duly
incorporated  and  validly  existing  in good  standing  under  the  laws of the
jurisdiction of its incorporation.

                  Section  VI.2.  Corporate  Authority.  The  Company  has  full
corporate  power and authority to execute and deliver,  and to incur and perform
its obligations under, this Agreement and each Warrant Certificate, all of which
have been duly  authorized and will have been duly  authorized by all proper and
necessary  corporate  action. No consent or approval of stockholders is required
or will be required as a condition  to the  validity or  performance  of, or the
exercise by any Holder of any of its rights or remedies under, this Agreement or
any Warrant Certificate.

                  Section VI.3.  Authorizations.  All authorizations,  consents,
approvals,  registrations,  notices,  exemptions  and licenses  with or from any
Governmental Authority or other Person necessary for the execution, delivery and
performance by the Company of, and the incurrence and performance of each of its
obligations under, this Agreement and each Warrant Certificate, and the exercise
by any Holder of its remedies  under this  Agreement or any Warrant  Certificate
have been effected or obtained and are and will be in full force and effect.

                  Section VI.4. Binding Obligation.  This Agreement  constitutes
and, when issued in accordance with the terms hereof,  each Warrant  Certificate
will  constitute,  a  valid  and  legally  binding  obligation  of  the  Company
enforceable  in  accordance  with  its  terms,  subject  as  to  enforcement  to
bankruptcy, insolvency,  reorganization,  moratorium and similar laws of general
applicability  relating to or affecting  creditors' rights and to general equity
principles.

     Section VI.5. No Conflicts.  There is no statute,  regulation,
rule, order or judgment, and no provision of any agreement or instrument binding
upon the Company or any of its subsidiaries,  or affecting their properties, and
no provision of the certificate of incorporation or bylaws of the Company or any
of its subsidiaries, that would prohibit, conflict with or in any way impair the
execution or delivery of, or the incurrence or performance of any obligations of
the Company under,  this Agreement or any Warrant  Certificate,  or result in or
require the creation or imposition  of any lien,  charge or  encumbrance  of any
type on property of the Company or any of its  subsidiaries  as a consequence of
the  execution,  delivery  and  performance  of this  Agreement  or any  Warrant
Certificate.

     Section VI.6.  Reservation.  The Board of Directors has unanimously adopted
the resolutions set forth in Exhibit B.

                                   ARTICLE VII

                                    Covenants

                  Section  VII.1.  Reservation  of Common  Stock for Issuance on
Exercise of Warrants.  The Company  covenants  that it will at all times reserve
and keep  available,  free from  preemptive  rights,  out of its  authorized but
unissued  shares of Common Stock,  solely for the purpose of issue upon exercise
of Warrants, as herein provided,  such number of shares of Common Stock as shall
then be  issuable  upon the  exercise  of all  Warrants  issued  hereunder.  The
transfer agent for the Common Stock (the  "Transfer  Agent") will be irrevocably
authorized and directed at all times to reserve such number of authorized shares
as shall be required  for such  purpose.  The  Company  will keep a copy of this
Agreement  on file  with  the  Transfer  Agent.  The  Warrant  Agent  is  hereby
irrevocably authorized to requisition from time to time from such Transfer Agent
the stock  certificates  required to honor  outstanding  Warrants  upon exercise
thereof in accordance with the terms of this Agreement.  The Company represents,
warrants and covenants that, upon payment  therefor,  all shares of Common Stock
issued upon the exercise of warrants shall be duly  authorized,  validly issued,
fully paid and nonassessable, free of preemptive rights and free from all taxes,
liens, charges and security interests with respect to the issuance thereof.

     Section  VII.2.  Notice of Dividends.  At any time when and if
the Company  declares any dividend on Common Stock,  it shall give notice to the
Holders of all the then  outstanding  Warrants of any such declaration not fewer
than 10 days prior to the related  record  date for  payment of the  dividend so
declared.

                  Section  VII.3.  Reports.  For so long as any Warrants  remain
outstanding  and not expired by their terms,  the Company  shall  furnish to the
Holders the  information  required to be delivered  pursuant to Rule  144A(d)(4)
under the Securities Act. In addition,  the Company shall furnish to the Initial
Holder within ten days after it files them with the Commission copies of its SEC
Reports. In the event the Company shall cease to be required to file SEC Reports
pursuant to the  Exchange  Act,  the Company  shall  nevertheless  mail such SEC
Reports to Holders upon their request.


                                  ARTICLE VIII

                                     Holders

                  Section VIII.1. Holder Not Deemed a Shareholder. No Holder, as
such, shall be entitled to vote,  receive dividends or be deemed for any purpose
the holder of Common Stock or any other  securities  of the Company which may at
any time be issuable on the exercise or conversion  of the Warrants  represented
thereby,  nor shall anything  contained herein or in any Warrant  Certificate be
construed to confer upon a Holder,  as such,  any of the rights of a stockholder
of the Company or any right to vote for the  election of  directors  or upon any
matter submitted to shareholders at any meeting thereof,  or to give or withhold
consent to any  corporate  action,  or to receive  notice of  meetings  or other
actions affecting  stockholders (except as specifically  provided herein), or to
receive dividends or subscriptions  rights,  or otherwise,  until the Warrant or
Warrants evidenced by such Warrant Certificate shall have been exercised and the
Company  shall have  elected to  deliver  Common  Stock (and not cash) upon such
exercise.

                  Section  VIII.2.  Right of  Action.  All  rights  of action in
respect  of this  Agreement  are  vested in the  Holders,  and any Holder of any
Warrant,  without  consent of any other Holder,  may on such Holder's own behalf
and for such Holder's own benefit,  enforce,  and may institute and maintain any
suit, action or proceeding against the Company suitable to enforce, or otherwise
in respect  of, such  Holder's  right to  exercise  or  exchange  such  Holder's
Warrants in the manner provided in this Agreement.

                                   ARTICLE IX

                                  Miscellaneous

                  Section  IX.1.  Payment of Taxes.  The  Company  shall pay all
transfer,  stamp and other  similar  taxes that may be imposed in respect of the
issuance or delivery of  Warrants,  or in respect of the issuance or delivery of
any securities  upon exercise of Warrants,  and any and all filing fees incurred
by a Holder in connection with the matters described in Section 3.07(c)(ii). The
Company shall not be required,  however,  to pay any tax or other charge imposed
in connection  with any transfer  involved in the issue of any  certificate  for
shares of Common Stock or other securities underlying the Warrants or payment of
cash to any Person  other than the Holder of a Warrant  Certificate  surrendered
upon the  exercise  or purchase  of a Warrant,  and in case of such  transfer or
payment, the Company shall not be required to issue any stock certificate or pay
any cash until such tax or charge  has been paid or it has been  established  to
the Company's reasonable satisfaction that no such tax or other charge is due.

                  Section IX.2. Expenses;  Indemnity.  (a) The Company agrees to
pay or  reimburse  the  Initial  Holder for all  reasonable  costs and  expenses
incurred in connection  with the enforcement or preservation of any rights under
this  Agreement,  any  Warrant,  any  Warrant  Certificate,  and any such  other
documents,  including, without limitation, the reasonable fees and disbursements
of counsel to the Initial Holder (but excluding fees and disbursements  incurred
on or prior to the date hereof in  negotiating  and preparing this Agreement and
the related documents);  provided,  however, that in the event of any litigation
between  the  Company  and any  Holder  initiated  prior to any Event of Default
specified in Section  8.01(g) or (h) of the Credit  Agreement and arising out of
the  matters  set forth in Section  9.04(b)(i),  the fees and  disbursements  of
counsel to the Initial  Holder  shall be borne by the Company if and only if the
Initial Holder is the prevailing party.


                  (b) The Company agrees to indemnify the Initial Holder and its
directors,  officers,  employees,  agents and Affiliates (each, an "Indemnitee")
against,  and to hold  each  Indemnitee  harmless  from,  any  and  all  claims,
liabilities,  damages,  losses,  costs, charges and expenses (including fees and
expenses of counsel) incurred by or asserted against any Indemnitee  arising out
of, in any way  connected  with, or as a result of (i) the execution or delivery
of this Agreement or any agreement or instrument contemplated by this Agreement,
the performance by the parties hereto of their respective obligations under this
Agreement,  any Warrant or any Warrant  Certificate or the  consummation  of the
transactions and the other transactions contemplated hereby or thereby, (ii) the
use of the proceeds of the exercise of Warrants or (iii) any claim,  litigation,
investigation or proceeding relating to any of the foregoing, whether or not any
Indemnitee is a party thereto.  The provisions of this Section 9.04(b) shall not
operate or be construed  to indemnify  the Initial  Holder  against,  or hold it
harmless from, any claims,  liabilities,  damages,  losses,  costs,  charges and
expenses  (including  fees and  expenses  of  counsel)  incurred  by or asserted
against  the Initial  Holder  arising out of or  connected  with any  litigation
initiated  prior to any Event of Default  specified  in  Section  8.01(g) or (h)
solely between the Company and the Initial Holder in which the Initial Holder is
not the prevailing party.

     (c) All amounts due under this Section 9.02 shall be payable in immediately
available funds upon written demand therefor.

                  Section IX.3.  APPLICABLE  LAW. THIS  AGREEMENT,  EACH WARRANT
CERTIFICATE,  EACH WARRANT  ISSUED  HEREUNDER AND ALL RIGHTS  ARISING  HEREUNDER
SHALL BE GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF
NEW YORK  APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED  ENTIRELY WITHIN SUCH
STATE.

                  SECTION  IX.4.  WAIVER OF JURY.  THE  COMPANY  AND THE INITIAL
HOLDER EACH HEREBY  WAIVES TRIAL BY JURY IN ANY JUDICIAL  PROCEEDING  INVOLVING,
DIRECTLY  OR  INDIRECTLY,  ANY MATTER  (WHETHER  SOUNDING  IN TORT,  CONTRACT OR
OTHERWISE)  IN ANY WAY  ARISING  OUT OF,  RELATED  TO,  OR  CONNECTED  WITH THIS
AGREEMENT,  ANY WARRANT CERTIFICATE,  ANY WARRANT ISSUED HEREUNDER AND ANY RIGHT
ARISING HEREUNDER.


                  Section IX.5.  Jurisdiction and Venue; Service of Process. (a)
The  Company  and the Initial  Holder  each  hereby  irrevocably  submits to the
non-exclusive  jurisdiction  of any state or  federal  court in the  Borough  of
Manhattan, The City of New York for the purpose of any suit, action,  proceeding
or  judgment  relating  to  or  arising  out  of  this  Agreement,  any  Warrant
Certificate,  any Warrant issued hereunder and any right arising hereunder,  and
to the laying of venue in the Borough of  Manhattan,  The City of New York.  The
Company and the Initial Holder each hereby  irrevocably  waives,  to the fullest
extent  permitted by applicable law, any objection to the laying of the venue of
any such suit,  action or proceeding  brought in the aforesaid courts and hereby
irrevocably waives any claim that any such suit, action or proceeding brought in
any such court has been brought in an inconvenient forum.

                  (b) The  Company  agrees  that  service of process in any such
action or proceeding  may be effected by mailing a copy thereof by registered or
certified mail (or any substantially  similar form of mail), postage prepaid, to
the Company at its address set forth in Section 9.08 or at such other address of
which the Initial Holder shall have been notified pursuant thereto.  The Company
further  agrees that nothing  herein shall affect the right to effect service of
process in any other manner permitted by law or shall limit the right to sue any
other jurisdiction.

                  (c) Each of the Initial Holder and the Company waives,  to the
maximum  extent not prohibited by law, any right it may have to claim or recover
in any legal action or proceeding  referred to in this Section 9.05 any special,
exemplary, punitive or consequential damages.

     Section IX.6.  Amendments and Waivers.  (a) Any provision of this Agreement
may be  amended,  modified,  supplemented  or  waived,  but  only  by a  written
amendment  or  supplement,  or written  waiver,  signed by the  Company  and the
Initial Holder.

                  (b)  Except to the extent  expressly  set forth  therein,  any
waiver  shall be effective  only in the  specific  instance and for the specific
purpose for which such waiver is given.

                  Section IX.7.  Cumulative  Rights;  No Waiver.  Each and every
right  granted to any Holder  hereunder  or under any  Warrant  Certificate,  or
allowed such Holder by law or equity,  shall be cumulative and not exclusive and
may be  exercised  from time to time.  No  failure  on the part of any Holder to
exercise,  and no  delay in  exercising,  any  right  will  operate  as a waiver
thereof,  nor will any  single or  partial  exercise  by any Holder of any right
preclude  any other or future  exercise  thereof  or the  exercise  of any other
right.


                  Section IX.8. Notices. (a) Any communication, demand or notice
to be given  hereunder  will be duly  given  when  delivered  in  writing  or by
telecopy to a party at its address as indicated  below or such other  address as
such party may specify in a notice to each other party hereto.  A communication,
demand or notice given pursuant to this Section 9.08 shall be addressed:

     If to the Company, to

                           Miravant Medical Technologies
                           7408 Hollister Avenue
                           Santa Barbara, California 93117

                           Telecopy:  (805) 685-6038

                           Attention:  Gary S. Kledzik

     with a copy (which, in and of itself, shall not constitute notice) to

                           Nida & Maloney PC
                           800 Anacapa Street
                           Santa Barbara, California 93101

                           Telecopy:         (805) 568-1955

                           Attention:  Joseph E. Nida

     and

                           Wilson Sonsini Goodrich & Rosati
                           650 Page Mill Road
                           Palo Alto, California 94304

                           Telecopy:  (650) 493-6811

                           Attention:  John T. Sheridan


     If to the Initial Holder, to

                           Pharmacia & Upjohn, Inc.
                           95 Corporate Drive
                           Bridgewater, New Jersey 08807

                           Telecopy:  (908) 470-8047


                           Attention:  Treasurer

     and

                           Pharmacia & Upjohn, Inc.
                           95 Corporate Drive
                           Bridgewater, New Jersey 08807

                           Telecopy:  (908) 306-4485

                        Attention: Senior Vice President of Business Development

     and
                           Pharmacia & Upjohn, Inc.
                           95 Corporate Drive
                           Bridgewater, New Jersey 08807

                           Telecopy:  (908) 306-4489

                           Attention:  General Counsel

     with a copy (which, in and of itself, shall not constitute notice) to

                           Sullivan & Cromwell
                           125 Broad Street
                           New York, New York 10004

                           Telecopy:           (212) 558-3588

                           Attention: Neil T. Anderson,
                                                Matthew G. Hurd
                                                and Martin J. Travers

                  (b) Unless  otherwise  provided to the  contrary  herein,  any
notice  which is required  to be given in writing  pursuant to the terms of this
Agreement may be given by telecopy.


                  Section  IX.9.  Separability.  In case  any one or more of the
provisions  contained  in this  Agreement  or any Warrant  Certificate  shall be
invalid,  illegal or  unenforceable  in any respect under any law, the validity,
legality  and  enforceability  of the  remaining  provisions  contained  in this
Agreement  or any  Warrant  Certificate  shall  not in any  way be  affected  or
impaired thereby.

                  Section IX.10.  Persons  Benefitting.  This Agreement shall be
binding  upon  and  inure  to the  benefit  of any  Holders  (each of whom is an
intended  third  party  beneficiary)  and  the  Company,  and  their  respective
successors,  assigns,  beneficiaries,  executors and administrators.  Nothing in
this  Agreement  is  intended or shall be  construed  to confer upon any Person,
other  than  the  Company  and  the  Holders  (and  such  successors,   assigns,
beneficiaries,  executors and administrators),  any right, remedy or claim under
or by reason of this Agreement or any part hereof.

     Section IX.11.  Counterparts.  This Agreement may be executed in any number
of  counterparts,  each of which shall be deemed an  original,  but all of which
together constitute one and the same instrument.

     Section IX.12.  Headings.  The descriptive headings of the several Sections
of this Agreement are inserted for  convenience  and shall not control or affect
the meaning or construction of any of the provisions hereof.

                  Section  IX.13.  Remedies.  In the  event of a  breach  by the
Company or by a Holder of any of their  obligations  under this Agreement or any
Warrant Certificate, each Holder or the Company, as the case may be, in addition
to being entitled to exercise all rights granted by law,  including  recovery of
damages,  will be  entitled  to specific  performance  of its rights  under this
Agreement and such Warrant Certificate. The Company and the Initial Holder agree
that monetary  damages would not be adequate  compensation for any loss incurred
by reason of a breach by it of any of the  provisions  of this  Agreement or any
Warrant  Certificate  and hereby further agrees that, in the event of any action
for specific  performance in respect of such breach,  it shall waive the defense
that a remedy at law would be adequate.


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed, as of the date first above written.

                                                 MIRAVANT MEDICAL TECHNOLOGIES


                       By:________________________________
                                      Name:
                                     Title:


                                                 PHARMACIA & UPJOHN, INC.


                       By:________________________________
                                      Name:
                                     Title:


                                                          EXHIBIT A

                                         [FORM OF WARRANT CERTIFICATE]

        THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
          1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT
             BE SOLD OR OFFERED FOR SALE UNLESS REGISTERED PURSUANT
                 TO THERETO OR UNLESS AN EXEMPTION THEREFROM IS
                                   AVAILABLE.


                        WARRANTS TO PURCHASE COMMON STOCK
                        OF MIRAVANT MEDICAL TECHNOLOGIES


No._______                                     Certificate for ______ Warrants


                  This certifies that , or registered assigns, is the registered
holder of the number of Warrants  set forth  above.  Each  Warrant  entitles the
holder thereof (a "Holder"),  subject to the provisions  contained herein and in
the Warrant  Agreement  referred to below,  to purchase,  from Miravant  Medical
Technologies,  a Delaware  corporation (the "Company"),  the number of shares of
the  Company's  common  stock,  par value $.01 per share (the  "Common  Stock"),
provided  in the Warrant  Agreement,  at an exercise  price of  $__________  per
Warrant and subject to all of the terms and  conditions set forth in the Warrant
Agreement.  At the  sole  election  of the  Company,  upon the  exercise  of any
Warrant, the Company may pay to the Holder a certain amount of cash, as provided
in the Warrant Agreement, in lieu of delivering the shares of Common Stock.

                  This Warrant  Certificate  is issued  under and in  accordance
with the  Warrant  Agreement,  dated as of o,  1999 (the  "Warrant  Agreement"),
between the Company and Pharmacia & Upjohn, Inc. (the "Initial Holder"),  and is
subject to the terms and provisions  contained in the Warrant Agreement,  to all
of which terms and provisions the Holder of this Warrant Certificate consents by
acceptance  hereof.  The  Warrant  Agreement  is hereby  incorporated  herein by
reference  and made a part  hereof.  Reference  is  hereby  made to the  Warrant
Agreement for a full statement of the respective rights,  limitations of rights,
duties,  obligations and immunities thereunder of the Company and the Holders of
the Warrants.

                  This Warrant Certificate shall terminate and be void as of the
Close of Business on _________, 200__.


                  As provided in the Warrant  Agreement and subject to the terms
and conditions therein set forth, the Warrants shall be exercisable from time to
time on any Business Day ending on the Expiration Date.

                  The number of shares of Common Stock issuable,  and the amount
of cash payable,  upon the exercise of each Warrant are subject to adjustment as
provided in the Warrant Agreement.

                  Upon payment therefor,  all shares of Common Stock issued upon
the exercise of Warrants shall be duly  authorized,  validly issued,  fully paid
and  nonassessable  free of  preemptive  rights and free from all taxes,  liens,
charges and security interests with respect to the issuance thereof.

                  In order to exercise a Warrant,  the registered  holder hereof
must surrender  this Warrant  Certificate to the Registrar for the Warrants (the
"Registrar")  with the form of election on the reverse hereof or attached hereto
duly  executed,  together with payment of the Exercise  Price then in effect for
the  share(s) of Common  Stock as to which the  Warrant(s)  represented  by this
Warrant  Certificate  are submitted  for exercise,  all subject to the terms and
conditions  hereof and of the Warrant  Agreement.  Any such  payment of the cash
Exercise  Price shall be by certified or official bank check or wire transfer to
the Company of same day funds.

                  The Company  shall pay all  transfer,  stamp and other similar
taxes that may be imposed in respect of the issuance or delivery of Warrants, or
in respect of the  issuance  or  delivery  of any  securities  upon  exercise of
Warrants.  The Company shall not be required,  however,  to pay any tax or other
charge imposed in connection  with any transfer  involved in the issuance of any
certificate  for  shares  of Common  Stock or other  securities  underlying  the
Warrants  or payment  of cash to any  Person  other than the Holder of a Warrant
Certificate  surrendered upon the exercise or purchase of a Warrant, and in case
of such  transfer  or payment,  the  Company  shall not be required to issue any
stock  certificate  or pay any cash until such tax or other charge has been paid
or it has been established to the Company's reasonable satisfaction that no such
tax or other charge is due.


                  Subject to the Warrant Agreement, this Warrant Certificate and
all rights hereunder are transferable by the registered  holder hereof, in whole
or in part,  on the Warrant  Register of the  Company,  upon  surrender  of this
Warrant  Certificate  to the  Registrar,  duly endorsed by, or  accompanied by a
written  instrument of transfer in form  reasonably  satisfactory to the Company
duly executed by the Holder  hereof or his attorney duly  authorized in writing.
Upon any partial  transfer,  the Company will issue and deliver to such holder a
new  Warrant  Certificate  or  Certificates  with  respect to any portion not so
transferred.

                  No service  charge  shall be made for any transfer or exchange
of this Warrant Certificate, but the Company may require payment from the Holder
of this  Warrant  Certificate  of a sum  sufficient  to cover any stamp or other
governmental  charge  or tax that may be  imposed  in  connection  with any such
transfer or exchange.

                  Each taker and holder of this Warrant  Certificate,  by taking
or holding the same,  consents  and agrees that this Warrant  Certificate,  when
duly endorsed in blank,  shall be deemed  negotiable  and that when this Warrant
Certificate shall have been so endorsed, the holder hereof may be treated by the
Company,  the  Registrar  and  all  other  persons  dealing  with  this  Warrant
Certificate  as the  absolute  owner  hereof for any  purpose  and as the person
entitled to exercise the rights represented hereby, or to the transfer hereof on
the  register  of the Company  maintained  by the  Registrar,  any notice to the
contrary notwithstanding,  but until such transfer on such register, the Company
and the  Registrar may treat the  registered  Holder hereof as the owner for all
purposes.

                  This Warrant Certificate and the Warrant Agreement are subject
to amendment as provided in the Warrant Agreement.

                  All terms used in this Warrant Certificate that are defined in
the Warrant  Agreement  shall have the meanings  assigned to them in the Warrant
Agreement.

     Copies of the  Warrant  Agreement  are on file at the office of the Company
and may be  obtained by writing to the Company at the  following  address:  7408
Hollister Avenue, Santa Barbara,  California 93117,  Attention:  Chief Financial
Officer.

Dated: __________.


                                                 MIRAVANT MEDICAL TECHNOLOGIES


                                      By: 
                                      Name:
                                     Title:


                                      By: 
                                      Name:
                                     Title:



                              ELECTION TO EXERCISE

                 (To be executed only upon exercise of Warrant)

TO MIRAVANT MEDICAL TECHNOLOGIES:

                  The  undersigned   irrevocably  exercises  __________  of  the
Warrants  for, at your  election,  either (i) the Shares Amount or (ii) the Cash
Amount,  and  herewith  makes  payment of  $__________  (such  payment  being by
certified  or  official  bank  check  payable to the order of  Miravant  Medical
Technologies),  all at the  Exercise  Price and on the terms and  subject to the
conditions specified in the within Warrant Certificate and the Warrant Agreement
therein referred to,  surrenders this Warrant  Certificate and all right,  title
and interest therein to Miravant Medical Technologies, Inc. and directs that any
shares of  Common  Stock  deliverable  upon the  exercise  of such  Warrants  be
registered in the name and  delivered at the address  specified on the following
page,  or any Cash Amount be wired to the  account  specified  on the  following
page.

Date:                


(Signature of Holder)



(Street Address)



(City)            (State)    (Zip Code)





Securities and/or check to be issued to:



Taxpayer identification number:



Name:



Street Address:



City, State and Zip Code:



Any  unexercised  Warrants  evidenced by the within  Warrant  Certificate  to be
issued to:



Taxpayer identification number:



Wire transfer instructions:


                                              FORM OF ASSIGNMENT


                  FOR VALUE RECEIVED,  the undersigned  registered holder of the
within  Warrant  Certificate  hereby  sells,  assigns,  and  transfers  unto the
Assignee(s)  named below (including the undersigned with respect to any Warrants
constituting a part of the Warrants evidenced by the within Warrant  Certificate
not being assigned hereby) all of the rights of the undersigned under the within
Warrant Certificate, with respect to the number of Warrants set forth below:


                                   Social Security or      
Names of            Address        Taxpayer Identification  Number of Warrants
Assignees                          Number of Assignee(s)









and                    does  hereby  irrevocably   constitute  and  appoint  the
                       undersigned's attorney to make such transfer on the books
                       of  maintained  for  that  purpose,  with  full  power of
                       substitution in the premises.


Dated: __________.



(Signature of Holder)


                                                 (Street Address)


                                                 (City)(State)        (Zip Code)
                                              EXHIBIT B




                                              [BOARD RESOLUTIONS]



                                                   [To come]