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SILICON VALLEY BANK 
                                          
                            AMENDMENT TO LOAN AGREEMENT

BORROWER:      MAXIM PHARMACEUTICALS, INC.        

DATE:          SEPTEMBER 1, 1998

     THIS AMENDMENT TO LOAN AGREEMENT is entered into between SILICON VALLEY 
BANK ("Bank") and the borrower named above (the "Borrower").  The Parties 
agree to amend the Loan and Security Agreement between them, dated March 15, 
1997, as amended by that Amendment to Loan and Security Agreement (the "March 
1998 Amendment") dated March 16, 1998, and as otherwise amended from time to 
time (the "Loan Agreement"), as follows, effective as of the date hereof.  
(Capitalized terms used but not defined in this Amendment, shall have the 
meanings set forth in the Loan Agreement.)

     1.   NEW DEFINITIONS.    Section 1.1 of the Loan Agreement is hereby 
amended by replacing the definition of "Committed Second Term Line" with the 
following: 

          "Committed Second Term Line" means a credit extension of up to
          One Million Dollars ($1,000,000) made pursuant to Section 2.1.3
          hereof, and as further limited pursuant to the terms and conditions
          of Section 2.1.3 hereof.

     2.   AMENDED SECTION 2.1.3.  The figure of "$125,000" set forth in Section
2.1.3(a) of the Loan Agreement regarding leasehold improvements, as added by the
March 1998 Amendment, is hereby amended to be "$250,000."

     3.   REPRESENTATIONS TRUE.  Borrower represents and warrants to Bank 
that all representations and warranties set forth in the Loan Agreement, as 
amended hereby, are true and correct.  

     4.   FEE.  Borrower shall pay to Bank a fee of $750 in connection 
herewith, which shall be in addition to interest and to all other amounts 
payable under the Loan Agreement.

     5.   GENERAL PROVISIONS.  This Amendment, the Loan Agreement, any prior 
written amendments to the Loan Agreement signed by Bank and the Borrower, and 
the other written documents and agreements between Bank and the Borrower set 
forth in full all of the representations and agreements of the parties with 
respect to the subject matter hereof and supersede all prior discussions, 
representations, agreements and understandings between the parties with 
respect to the subject hereof.  Except as herein expressly amended, all of 
the terms and provisions of the Loan Agreement, and all other documents and 
agreements between Bank and the Borrower shall continue in full force and 
effect and the same are hereby ratified and confirmed.  This Agreement and 
Consent may be executed in any number of counterparts, which when taken 
together shall constitute one and the same agreement.

 MAXIM PHARMACEUTICALS, INC.                   SILICON VALLEY BANK
                                               
                                                    
 BY  /s/ DALE A. SANDER
     ------------------
      TITLE:                                   BY /s/ SUSAN BATCHEN
                                                  -----------------
 BY       Dale A. Sander                       TITLE   Vice President
 TITLE:   Chief Financial Officer



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