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                                                                   EXHIBIT 10.35

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                                SERVICES PROPOSAL
                   NORTHWEST BIOTHERAPEUTICS SERVICES PROPOSAL

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TO: Northwest Biotherapeutics                         PROPOSAL #: 071404-1
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22322 20th Avenue SE, Suite 150
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Bothell, Wa 98021                                     PROPOSAL VALID TO: 07/30/04
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PHONE NO: (425) 608-3000                              COGNATE CONTACT:  Alan Smith
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FAX NO: (425) 608-3009                                PHONE:    410-455-5564      FAX:  410-455-5562
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EMAIL:                                                EMAIL:  asmith@cognatetherapeutics.com
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In response to your letter dated July 13, 2004 (Exhibit A), we have prepared the
following Proposal for the services requested. Due to the broad nature of the
tasks required, and the differing mix of services required at various stages, we
feel it is important to quote these services in monthly amounts. These amounts
reflect estimated costs, and some variation, either up or down, can be
anticipated. We propose billing Northwest Biotherapeutics ("NWBT") the amounts
set forth in the attached budget ("Exhibit B") to perform all of the services
desired by NWBT. The projected types, amounts and timing of various services
reflected in the attached budget are based upon Cognate's understanding that
NWBT wishes to move as quickly as possible to restart its clinical trials for
prostate cancer and brain cancer, as well as to make certain manufacturing
improvement s and pursue certain R&D.

Cognate Therapeutics, Inc. ("Cognate") will reconcile the amounts paid by NWBT
to the actual costs incurred by Cognate on a quarterly basis, within 15 days of
the close of each quarter. Cognate will then provide to NWBT a "true-up"
statement, showing the additional amounts to be paid by NWBT or the amounts to
be credited to NWBT. Any additional payments due from NWBT will be payable to
Cognate within 15 days after delivery of the "true-up" statement. Any such
credits due to NWBT will be deducted from the next monthly payment due from NWBT
or refunded as the case may be. Any anticipated material changes in the monthly
amounts to be billed to NWBT by Cognate, beyond the anticipated variations
described above, will be promptly forwarded to NWBT for approval.

The quarterly reconciliation will be based on the following hourly rates:

Executive management                        $   per hour
Senior management                           $    to $    per hour
Director level                              $    to $    per hour
Managers                                    $    to $    per hour
Scientists, technicians and other staff     $    to $    per hour


Billing rates will vary by employee, but a summary and statement of adjustments
will be provided at the close of each quarter.


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Both parties will determine the optimal mechanism and timing for dissemination,
management, and reporting of progress with respect to tasks performed during the
previous period of time and the upcoming period of time. Progress reports in the
form of teleconference, written and other forms will be determined between the
parties.

The costs to Northwest Biotherapeutics for performance of the services
summarized above is as follows:

PAYMENT TERMS
Contract initiation fee due upon acceptance of proposal   $
Monthly cost payments (24 months)                         amounts per Exhibit B


The monthly cost payments are to be made by NWBT at least 15 days in advance of
the start of the month to which they relate, excluding the payment for the
services rendered under month 2 which will be billed by Cognate within 15 days
prior to the commencement of month 2, and will be payable within 15 days after
the invoice date.


TERMS AND CONDITIONS:
The attached Cognate Therapeutics, Inc. Services Terms and Conditions dated
7/30/04 apply to the services provided hereunder. This proposal will be
effective until July 30, 2004.

DURATION:
This services agreement is intended to continue from the date of commencement of
services until completion of the active portion of NWBT's Phase III prostate
cancer clinical trial, which is anticipated to be at least 24 months after
execution of this agreement. The parties acknowledge and agree that Cognate has
already provided substantial services to NWBT, during several months prior to
execution hereof, and the parties agree that Cognate shall provide a summary
documenting such services and shall be compensated for such services on the same
basis as set forth herein. If additional time is needed, Cognate and NWBT shall
enter into negotiations as to an extension of this agreement or a new agreement.

For technical inquiries please contact Alan Smith at (410) 455-5564; Fax: (410)
455-5562. For administrative and business inquiries please contact Scott Sanzone
at (410) 455-5818; Fax (410) 455-5877.

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CLIENT'S AUTHORIZATION:

PROPOSAL AGREED AND ACCEPTED


SIGNATURE                                             DATE JULY 30, 2004
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PRINT NAME  ALTON L. BOYNTON                          TITLE   PRESIDENT
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COMPANY     NORTHWEST BIOTHERAPEUTICS                 PHONE   425-608-3008
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ADDRESS     22322 20TH AVENUE SE, SUITE 150, BOTHELL, WA 98021
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BILLING NAME/ADDRESS   SAME                           FAX  425-608-3009
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COGNATE'S AUTHORIZATION:


SIGNATURE                                             DATE  JULY 30, 2004
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PRINT NAME  ALAN K. SMITH                             TITLE  PRESIDENT AND COO
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COMPANY     COGNATE THERAPEUTICS, INC.                PHONE  (410) 455-5564
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ADDRESS     1448 SO. ROLLING RD., BALTIMORE, MD 21227
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BILLING NAME/ADDRESS       SAME                       FAX   (410) 455-5562
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                       COGNATE THERAPEUTICS, INC. SERVICES
                       TERMS AND CONDITIONS DATED 7/30/04

SERVICES: Subject to the terms and conditions on the face page and this reverse
side of this proposal (this "Proposal"), Cognate Therapeutics, Inc. ("Cognate")
will provide Services as attached in Exhibit A.

ACCEPTANCE OF PROPOSAL: This Proposal is valid only for the person to whom it is
addressed ("Client") and only until the date inserted for the "Quote Valid To"
date stated on the face page hereof. Client may accept this Proposal by
executing the signature page above.

PRICE: Client shall pay the price in this Proposal for the Services. The prices
stated are exclusive of any taxes, imposts, stamp duties, consular or other
fees, duties, licenses or levies ("Taxes"), now or hereinafter imposed upon the
Services. Client shall pay any Taxes related to the Services and reimburse
Cognate for any such Taxes which Cognate is required to pay. Client shall
provide an exemption certificate acceptable to the authorities responsible for
any such Taxes. All such Taxes shall be billed as a separate item on the
invoice.

PAYMENT TERMS: Payment will be made on a monthly basis in accordance with the
budget set forth in Exhibit B and in accordance with an invoice from Cognate 15
days prior to the start of the month in which the services are rendered,
excluding the payment for the services rendered under month 2 which will be
billed by Cognate within 15 days prior to the commencement of month 2, and will
be payable within 15 days after the invoice date.. If payment is not received by
the due date, a service charge will be added at the rate of 1.5% per month (18%
per year) or the maximum legal rate, whichever is less, on unpaid invoices from
the due date thereof.

CANCELLATION: Customer may cancel the Services effective one hundred eighty
(180) days following actual receipt by Cognate of Customer's written notice of
cancellation. Cognate will immediately cease all further work and activity with
respect to the Services and use reasonable efforts to minimize wind-up costs.
Customer shall compensate Cognate for all reasonable and documented wind-up
costs incurred by Cognate, and shall make a single cancellation payment to
Cognate equal to $ million if the Customer cancels this Agreement within 1 year
from the execution of this Agreement, or $ million if the Customer cancels this
Agreement after 1 year from the execution of this Agreement. The wind-up costs,
penalty fee and any unpaid amounts for services rendered prior to notice of
cancellation are the total compensation due Cognate upon Cognate's receipt of
cancellation of Services by Client. Cognate is aware of the Client's financial
prospects and acknowledges that the sources of termination penalty payment is
limited to additional capital raised in bridge or other debt financing, the
Anticipated Equity Financing or other future financing transaction or
foreclosure of the Collateral (each as defined in that certain Recapitalization
Agreement dated as of April 26, 2004, by and between Northwest Biotherapeutics,
Inc. and Toucan Capital Fund II, L.P.) and there is no assurance that the Client
will be able to obtain additional finances.


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CREDIT TERMS AND COLLECTION COSTS: If Cognate determines, at any time and in its
sole discretion, that Client may not pay the price in full when due, Cognate may
demand reasonable assurances from Client, including, without limitation, a
letter of credit for payment of the price or payment in cash before performing
all or a portion of the Services. Upon making such demand, Cognate may suspend
shipments until such demand is satisfied. If within 30 days of Cognate's making
such demand, Client fails to agree and comply with such different terms of
payment and/or fails to give adequate assurance of performance, Cognate may
treat such failure as a repudiation by Client of its agreement with Cognate with
respect to the portion of the agreement still to be performed and terminate such
agreement.

CONFIDENTIAL INFORMATION: Except for regulatory purposes and any other permitted
purposes hereunder, neither Cognate nor Client (in each case, the "Receiving
Party") shall disclose to third parties, any proprietary data or other
information ("Confidential Information") received from the other party (in each
case, the "Disclosing Party"), unless the information (i) was known to the
Receiving Party at the time of its receipt from the Disclosing Party; (ii) is or
becomes publicly available through publication or otherwise without breach of
this Agreement; (iii) is received from a third party who was under no obligation
to the Disclosing Party to keep confidential such Confidential Information, (iv)
is developed by the Receiving Party without benefit of the Confidential
Information disclosed by the Disclosing Party; or, (v) is required by court
order to be disclosed, except with the prior approval of the Disclosing Party,
which approval shall not be unreasonably withheld or denied. It is the intention
of the parties that Cognate shall be able to use such Client Confidential
Information as may demonstrate Cognate's capabilities and accomplishments for
business development purposes, without violation of HIPAA rules. Upon
termination or completion of Services by Cognate, Cognate shall return to Client
all Client Confidential Information, except Cognate may retain one such copy for
archival, regulatory and any other permitted uses.


OWNERSHIP OF MATERIALS: Materials provided by Client to Cognate for Cognate's
use in providing Services shall at all times be the property of, and the risk of
loss with respect thereto shall remain with, Client. Cognate will not, without
prior written approval from Client, transfer these materials to a third party.
Upon receipt of payment in full for the Services, Cognate shall either return or
dispose of all portions of the materials, as requested by Client. For equipment
purchased by Cognate but fully reimbursed by Client (including, without
limitation all applicable taxes), ownership of said reimbursed property shall be
with Client.


OWNERSHIP OF DELIVERABLES: Client shall own all data and test results acquired
or created through Cognate's provision of the Services, provided, however, that
Cognate shall be permitted to use such data and test results for regulatory
purposes, and with the approval of Client, which shall not be unreasonably
withheld or denied, to use such data and test results for business development
purposes. It is the intention of the parties that Cognate shall be able to use
such data and test results as may demonstrate Cognate's capabilities and
accomplishments for business development purposes, to the extent said use does
not violate HIPAA rules.

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Joint Developments: Advancements, modifications and other new intellectual
property that are clearly and demonstrably developed jointly by Client and
Cognate will be owned jointly by Client and Cognate, in accordance with standard
patent rules.

Cognate Developments: Advancements, modifications and other new intellectual
property of any kind that are developed by Cognate during, in connection with or
as a result of the performance of the Services will be owned by Cognate. In the
event that Client, in the course of carrying out its business of producing
dendritic cells for the treatment of cancer (the "Field of Use"): a) infringes
the claim of a Cognate patent; and, b) where that infringed claim covers an
invention that would not have been made by Cognate but for Client's disclosure
of its evaluation and/or testing methodologies, techniques, protocols, tools
and/or equipment (including the TFF monocyte purification system), then Cognate
and Client agree to enter into good faith negotiations whereby Client may
receive a royalty free, non-transferable license to said patent in the Field of
Use. Such license will be non-exclusive, however, Cognate agrees that Cognate
will not license said patent in the Field of Use to a direct competitor of
Client for so long as Client maintains an exclusive relationship with Cognate
for the Services. If and when Client ceases to maintain an exclusive
relationship with Cognate for the Services, Cognate will cease to be subject to
any such restriction. Client may thereafter seek to negotiate a royalty-bearing
license from Cognate.


INTELLECTUAL PROPERTY RIGHTS: This Agreement shall not be construed to grant any
license or other rights to either party in any patent rights or know-how of the
other party.

COGNATE WARRANTS: Cognate warrants that the Services will be performed in a
workman-like manner. Cognate holds a current Dept of Health Services Drug
Manufacturing License from the State of California. COGNATE MAKES NO OTHER
REPRESENTATION OR WARRANTY CONCERNING THE SERVICES OR THE RESULTS.

LIMITATION OF LIABILITY: Client shall promptly notify Cognate of any alleged
breach by Cognate of its warranty in respect of the Services. In its sole
discretion, Cognate shall, where such warranty is breached with respect to the
Services, either perform the Services again, or refund or cancel the price.
Client's remedies in the preceding sentence are Client's sole and exclusive
remedies for any and all breaches by Cognate of its agreement with Client. In no
event shall Cognate be liable for any special, incidental, indirect or
consequential damages arising out of or in connection with the agreement between
Cognate and Client with respect to the Services. In no event shall Cognate's
liability to Client or any third parties exceed the total amount actually paid
by Client to Cognate.

INDEMNITY: Client shall indemnify, defend and hold Cognate harmless against all
costs and liabilities which arise from Client's use of the Services, including,
without limitation, any claim, action, proceeding or investigation initiated
against Cognate with respect to the use of the products produced from the
Services, except for any such cost or liability which results from Cognate's
gross negligence or willful misconduct.

CHOICE OF LAW: This Proposal shall be governed by and construed in accordance
with the laws of the State of Maryland, without reference to that State's choice
of law rules.

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MISCELLANEOUS:
1)     Clerical errors on the face of this form are subject to correction.
2)     Cognate shall not be liable for any delay in performance of any order
accepted by it when such delay is directly or indirectly caused by or in any
manner arises from fire, flood accident, riot, war, government interference,
rationing, embargoes or strikes.
3)     In case of discrepancy, the most recent Proposal will supercede all prior
Proposals.
4)     All amounts are given in U.S. dollars.


COMPLETE UNDERSTANDING: This Proposal, when accepted by Client, constitutes the
entire agreement between the parties with respect to the subject matter thereof,
and supersedes and replaces all prior or contemporaneous understandings or
agreements, written or oral, regarding such subject matter. No amendments to or
modification of such agreement shall be binding unless in writing and signed by
a duly authorized representative of both parties.



WHEN THE PROPOSAL HAS BEEN EXECUTED, PLEASE FAX THE SIGNED PROPOSAL TO COGNATE
THERAPEUTICS, INC. at 410-455-5562.


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                                    Exhibit A


                        [Insert letter of July 13, 2004]






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                                    Exhibit B


                          [Summary NWBT project budget]