Q1 2001 EXH10.38




                Exhibit 10.38




FIRST AMENDMENT AND LIMITED WAIVER

                  TO LOAN AND SECURITY AGREEMENT

                  BETWEEN SANGSTAT MEDICAL CORPORATION

            AND FINOVA CAPITAL CORPORATION

 

This First Amendment and Limited Waiver to Loan and Security
Agreement (this "Amendment") dated as of May 11, 2001, is entered into by and
between SANGSTAT MEDICAL CORPORATION ("Borrower") and FINOVA CAPITAL CORPORATION
("FINOVA"), in reference to that certain Loan and Security Agreement between
them dated April 21, 2000 (the "Loan Agreement"; capitalized terms used herein,
unless otherwise defined, shall have the meanings set forth in the Loan
Agreement).


         A.    FINOVA
currently provides financial accommodations to Borrower  pursuant to the terms of the Loan Agreement.


         B.    On or about
January 31, 2001, FINOVA notified Borrower of an  Event of Default under the Loan Agreement due
to Borrower's failure to comply  with the minimum Tangible Net Worth financial covenant set forth therein.


         C.    Borrower has
requested that FINOVA grant a waiver of the Event  of Default and amend the Loan Agreement as
provided herein. FINOVA consents to  Borrower's requests on the terms and subject to the
conditions set forth in this  Amendment.


         NOW THEREFORE, the parties hereto agree as follows:




1.Waiver. FINOVA hereby waives Borrower's duty to comply with the
minimum Tangible Net Worth and Liquidity financial covenants set forth in
Section 6.1.13 of the Loan Agreement and Schedule. As a result, the default
letter dated January 31, 2001, from FINOVA to Borrower is hereby rescinded. In
addition, FINOVA hereby waives Borrower's duties to comply with the covenants
set forth in Section 6.2 of the Loan Agreement and Schedule (Advances, Existing
Guaranties, Capital Expenditures, Compensation and Indebtedness for Borrowed
Money) and all of the Reporting Requirements set forth on Exhibit A to the Loan
Agreement.


2. Revolving A Credit Loans.



	The REVOLVING A CREDIT LOANS Section of the Schedule set forth on
pages S-1 through S-2, and all references in the Loan Agreement to Revolving A
Credit Loans, are deleted in their entirety such that the Revolving A Credit
Loans credit facility is no longer available to Borrower or part of the Loan
Agreement.
	The definitions of Revolving A Credit Loans, Revolving A Credit
Limit, and Revolving A Interest Rate set forth in Section 1 of the
Loan Agreement are deleted in their entirety.
	The definition of Revolving Credit Loans set forth in Section 1 of
the Loan Agreement is deleted in its entirety and replaced with the
following:

"Revolving Credit Loans" shall mean Revolving B Credit
Loans.



	The REVOLVING A INTEREST RATE Section of the Schedule set forth
on pages S-2 and S-3 is deleted in its entirety.

3.Total Facility. The TOTAL FACILITY Section set
forth on Page S-1 of the Schedule is amended by deleting $30,000,000 and
replacing it with $15,000,000.


4.Term. The TERM section set forth on page S-6 of
the Schedule is deleted in its entirety and replaced with the
following:

The term of this Agreement shall be from the date of this Agreement through
the earlier of (i) December 31, 2001 or, (ii) the date upon which FINOVA
receives payment of the outstanding loan balance in its entirety (the
"Termination Date"). On the Termination Date, this Agreement shall terminate
without further notice and all Obligations shall be fully due and
payable.




5.Collateral Monitoring Fee. The COLLATERAL
MONITORING FEE section set forth on page S-3 of the Schedule is deleted in
its entirety. 

6.Termination Fee. The TERMINATION FEE
section set forth on page S-7 of the Schedule is deleted in its entirety. 



7.Payment of Interest, Fees and Other Charges. Notwithstanding
anything in the Agreement to the contrary, FINOVA shall no longer charge the
Revolving Credit Loans for the payment of any interest, fee or other charge
required to be paid by Borrower pursuant to the Agreement. All accrued interest
shall be due and payable by Borrower on the tenth (10th) of each
month and all fees and other charges shall be due and payable by Borrower as and
when set forth in the Agreement.


8.Paydown. As a condition to the effectiveness of this Amendment,
Borrower shall pay to FINOVA an amount equal to the amount by which the current
outstanding Obligations exceed $5,050,000. Such sums shall be paid to FINOVA on
the date hereof.


9.Reaffirmation. Except as amended by terms herein, the
Loan Agreement and each of the other documents, instruments and agreements
executed and delivered in connection therewith remain in full force and effect
in accordance with their terms. If there is any conflict between the terms and
conditions of the Loan Agreement and the terms and provisions of this Amendment,
the terms and provisions of this Amendment shall govern.



10.Counterparts. This Amendment may be executed in
multiple counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.


11.Governing Law. This Amendment shall be governed by and
construed according to the laws of the State of Arizona.


12.Attorneys' Fees and Waiver of Jury Trial. Borrower
agrees to pay, on demand, all attorneys' fee s and costs incurred in connection
with the preparation, negotiation, documentation and execution of this
Amendment. If any legal action or proceeding shall be commenced at any time by
any party to this Amendment in connection with its interpretation, enforcement
or otherwise concerning its terms, the prevailing party in such action or
proceeding shall be entitled to reimbursement of its reasonable attorneys' fees
and costs in connection therewith, in addition to all other relief to which the
prevailing party may be entitled. Each of the parties hereto hereby waives any
and all rights to a trial by jury in any such action or proceeding.
FINOVA CAPITAL CORPORATION,

a Delaware corporation


By:/s/ Sean R. Hughes

Print Name: Sean R. Hughes

                   Title/Capacity: Vice President

 

SANGSTAT MEDICAL CORPORATION,

a Delaware corporation




By:/s/ Stephen G. Dance

Print Name: Stephen G. Dance

                   Title/Capacity:Sr. VP, Finance

 

 

 

 











REAFFIRMATION OF GUARANTIES AND LOAN DOCUMENTS

Each of the undersigned guarantors reaffirms the
terms of its Continuing Guaranty dated April 21, 2000, acknowledges that such
Continuing Guaranty remains in full force and effect, and consents to and
acknowledges the terms of this Amendment as of the date first set forth
above.

 

HUMAN ORGAN SCIENCES, INC.

 

By: /s/ Stephen G. Dance


Its:Sr. VP, Finance


 

XENOSTAT, INC.

 

By: /s/ Stephen G. Dance


Its:Sr. VP, Finance


 

CHRONIMMUNE PHARMACEUTICALS, INC.

 

By: /s/ Stephen G. Dance


Its:Sr. VP, Finance