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                                                                    Exhibit 10.5


               AMENDMENT TO THE SECURED REVOLVING PROMISSORY NOTE


         This AMENDMENT TO THE SECURED REVOLVING PROMISSORY NOTE (the
"Amendment") is entered into as of December 8, 2001 ("Amendment Date"), by and
between MAXIM PHARMACEUTICALS, INC. ("Company"), a Delaware Corporation, at 8899
University Center Lane, Suite 400, San Diego, California 92122 and LARRY G.
STAMBAUGH ("Executive") at [***]. DEFINED TERMS USED BUT NOT OTHERWISE DEFINED
HEREIN SHALL HAVE THE SAME MEANINGS AS IN THE SECURED REVOLVING PROMISSORY NOTE
DATED ON OR ABOUT DECEMBER 8, 2000 ("PROMISSORY NOTE").

                    RECITALS AND DESCRIPTION OF EXISTING NOTE

         WHEREAS, Executive has an Outstanding Balance of $2,850,000 for
Advances made plus accrued interest of $195,382 ("Accrued Interest") owed to the
Company pursuant to the Promissory Note; and

         WHEREAS, Executive and the Company desire to amend certain provisions
of the Promissory Note.

         NOW THEREFORE, in consideration of the foregoing promises and the
mutual covenants set forth herein, the parties agree as follows:

                             AMENDMENTS TO AGREEMENT

1.       DEFINITIONS - Section 1.1 Definitions. - "Maturity Date" is hereby
         amended and restated in its entirety as follows: "Maturity Date" means
         December 8, 2002.

2.       LOAN AND TERMS OF PAYMENT - Section 2.3 Interest. Is hereby amended in
         part to provide that interest shall accrue after the Amendment Date at
         the per annum rate equal to four percent (4.00%). Accrued Interest at
         the Amendment Date will remain outstanding and along with additional
         interest incurred after the Amendment Date, if any, will be due and
         payable on the Maturity Date, as amended herein.

3.       SECURITY. - Section 3.1 Grant of Security Interest. Exhibit A to the
         Promissory Note is replaced in its entirety with the amended Exhibit A
         attached hereto.

4.       CONTINUING VALIDITY - Section 4.1 Executive understands and agrees that
         in entering into this Amendment, the Company is relying upon
         Executive's agreements as set forth in the Promissory Note. Except as
         expressly modified pursuant to this Amendment, the terms of the
         Promissory Note and any related loan documents remain unchanged and in
         full force and effect. In the event of a conflict between this
         Amendment and the Promissory Note, this Amendment shall govern. This
         Amendment in no way shall obligate the Company to make any future
         modifications to the Promissory Note.


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         IN WITNESS WHEREOF, the undersigned has caused this Amendment to be
duly executed as of the day and year first above written.


                                             EXECUTIVE

                                              /s/ Larry G. Stambaugh
                                             -----------------------------------
                                             Larry G. Stambaugh




                                             MAXIM PHARMACEUTICALS, INC.


                                              /s/ Dale A. Sander
                                             -----------------------------------
                                             Dale A. Sander
                                             Chief Financial Officer