[LOGO]
                                 IMPERIAL BANK
                                   Member FDIC

                                CREDIT AGREEMENT

     This  Agreement  is  made  by  and  between  Matrix  Pharmaceutical,   Inc.
("Borrower") and Imperial Bank, a California banking corporation, ("Bank").

     In  consideration of mutual  covenants and conditions  hereof,  the parties
hereto agree as follows'

1.      REPRESENTATIONS OF BORROWER

Borrower represents and warrants that:

1.01         Existence and Rights.  Borrower is a corporation duly organized and
existing and in good  standing  under the laws of Delaware,  without limit as to
the  duration of its  existence  and is  authorized  and in good  standing to do
business in the State of California;  Borrower has corporate powers and adequate
authority,  rights  and  franchises  to own its  property  and to  carry  on its
business as now  conducted,  and is duly  qualified and in good standing in each
State in which  the  character  of the  properties  owned by it  therein  or the
conduct of its business makes such qualification necessary; and Borrower has the
power and adequate authority to make and carry out this Agreement.

1.02         Agreement  Authorized.  The execution,  delivery and performance of
this Agreement are duly authorized and do not require the consent or approval of
any governmental body or other regulatory authority; are not in contravention of
or in conflict with any law or regulation or any term or provision of Borrower's
articles of incorporation,  by-laws, or Articles of Association, as the case may
be, and this Agreement is the valid, binding and legally enforceable  obligation
of Borrower in accordance with its terms; subject only to bankruptcy, insolvency
or similar laws affecting creditors rights generally.

1.03         No  Conflict.  The  execution,  delivery  and  performance  of this
Agreement  are  not in  contravention  of or in  conflict  with  any  agreement,
indenture or  undertaking  to which Borrower is a party or by which it or any of
its  property  may be bound or  affected,  and do not cause any lien,  charge or
other  encumbrance  to be created or imposed  upon any such  property  by reason
thereof.

1.04         Litigation.  There  is no litigation or other proceeding pending or
threatened  against or  affecting  Borrower  which if  determined  adversely  to
Borrower or its interest  would have a material  adverse effect on the financial
condition of Borrower, and Borrower is not in default with respect to any order,
writ,  injunction,  degree  or  demand  of any  court or other  governmental  or
regulatory  authority  which  could  reasonably  be  expected to have a material
adverse effect on Borrower.

1.05         Financial  Condition.  The balance sheet of Borrower as of June 30,
1997, a copy of which has heretofore been delivered to Bank by Borrower, and all
other statements and data submitted in writing by Borrower to Bank in connection
with this request for credit are true and correct,  and said balance sheet truly
presents the  financial  condition of Borrower as of the date  thereof,  and has
been prepared in accordance with generally accepted  accounting  principles on a
basis  consistently  maintained.  Since such date,  there  have been no material
adverse changes in the financial condition or business of Borrower. Borrower has
no knowledge of any material liabilities,  contingent or otherwise, at such date
not  reflected  in said  balance  sheet,  and  Borrower has not entered into any
special  commitments  or substantial  contracts  which are not reflected in said
balance  sheet,  other than in the ordinary and normal  course of its  business,
which could reasonably be  expected to may have a materially adverse effect upon
its financial condition, operations or business as now conducted.



<PAGE>


CREDIT AGREEMENT 
October 8, 1997


1.06         Title to Assets.  Borrower  has good title to its  assets,  and the
same are not subject to any liens or encumbrances  other than those permitted by
Section 3.03 hereof.

1.07         Tax Status.  Borrower has no material  liability for any delinquent
state,  local or  federal  taxes,  and,  if  Borrower  has  contracted  with any
government agency, Borrower has no liability for renegotiation of profits.

1.08         Trademarks, Patents. To the best of Borrower's knowledge, Borrower,
as of the date hereof, owns or is licensed or otherwise has the right to use all
necessary  trademarks,  trade names,  copyrights,  patents,  patent rights,  and
licenses to conduct its  business as now  operated,  without any known  conflict
with the valid trademarks,  trade names, copyrights,  patents and license rights
of others  except where the  foregoing  could  reasonably  be expected to have a
material adverse effect on Borrower.

1.09         Regulation  U.  None of the  proceeds  of any loan from the Bank to
Borrower  shall be used to purchase  or carry  margin  stock (as defined  within
Regulation U of the Board of Governors of the Federal Reserve system).

2.      AFFIRMATIVE COVENANTS OF BORROWER

                 Borrower  agrees that so long as it is indebted to Bank,  under
borrowings, or other indebtedness,  it will, unless Bank shall otherwise consent
in writing:

2.01         Rights and Facilities. Maintain and preserve all rights, franchises
and other  authority  adequate  for the conduct of its  business;  maintain  its
properties,  equipment  and  facilities  in good order and  repair;  conduct its
business  in  an  orderly  manner  without  voluntary  interruption  and,  if  a
corporation or partnership, maintain and preserve its existence.

2.02         Insurance.  Maintain public liability, property damage and workers'
compensation  insurance and insurance on all its insurable property against fire
and other  hazards with  responsible  insurance  carriers to the extent  usually
maintained  by  similar  businesses  and/or  in the  exercise  of good  business
judgment  and as to  property  insurance  have  Bank  named as loss  payee in an
Lenders "Loss Payable" Endorsement Form 438BFU or equivalent.

2.03         Taxes and Other Liabilities.   Pay  and  discharge, before the same
become  delinquent and before penalties accrue thereon,  all taxes,  assessments
and  governmental  charges upon or against it or any of its properties,  and all
its other liabilities at any time existing, except to the extent and so long as:

             a. The same are being  contested  in good faith and by  appropriate
             proceedings in such manner as not to cause any  materially  adverse
             effect  upon its  financial  condition  or the loss of any right of
             redemption from any sale thereunder; and

             b. It shall have set aside on its books reserves (segregated to the
             extent required by generally accepted  accounting  practice) deemed
             by it adequate with respect thereto.

                                        2



<PAGE>


CREDIT AGREEMENT 
October 8, 1997

2.04         Financial  Covenants.  Borrower to maintain "Liquid Assets," of not
less than the  greatest  of (a) an amount  equal to two and one half (2.5) times
the  most  recent  quarterly  "Cash  Burn  Rate,"  (b)  two  (2.0)  times  total
liabilities  (excluding  Borrower's existing  outstanding mortgage obligation as
shown in its financial  statement dated June 30, 1997, and any amounts due Bank,
or (c)  $22,000,000.  "Liquid  Assets"  is  defined  as the  sum of  cash,  cash
equivalents,  and short  term  investments.  "Cash  Burn Rate" is defined as the
decrease  in Liquid  Assets  during  the three  months  ending as of the date of
calculation,  and will be  calculated  and  reported  as of the last day of each
month.

In the event of a default of the foregoing:

             a. Borrower may cure such default by providing  cash  collateral to
             Bank in an amount equal to the balance of the loan.

             b.  In the  event  of a full  cash  collateralization  as a cure of
             default,  Bank  agrees  to  release  its  interest  in the  secured
             collateral  and  promptly  execute  and  deliver  to  Borrower  all
             documents  necessary to evidence the release or  termination of any
             liens or security  interests  existing in favor of Bank relating to
             the Collateral.

     All financial covenants and financial  information  referenced herein shall
     be  interpreted  and  prepared  in  accordance   with  generally   accepted
     accounting  principles  applied on a basis  consistent with previous years.
     Compliance with financial  covenants shall be calculated and monitored on a
     monthly basis.

2.05         Records  and  Reports.  Maintain  a standard  and modern  system of
accounting in accordance  with  generally  accepted  accounting  principles on a
basis consistently maintained.

             a. Monthly Financial  Statement.  Within thirty (30) days after the
             close of each month of each  fiscal  year of  Borrower,  commencing
             with the month  next  ending,  a balance  sheet and profit and loss
             statement  as of the close of such period and  covering  operations
             for the portion of Borrower's fiscal year ending on the last day of
             such period, all in reasonable detail,  prepared in accordance with
             generally  accepted  accounting  principles on a basis consistently
             maintained by  Borrower and certified by an appropriate  officer of
             Borrower.

             b. Quarterly 10(Q) (as filed with the SEC) within 45 days after the
             close of each quarter end.

             c.  Annual  10(K) (as filed with the SEC)  within 90 days after the
             close of fiscal year end.


             d.  Other  Information.  Such  other  information  relating  to the
             operations,  properties,  business or  condition of Borrower as the
             Bank reasonably may request from time to time;

             e.  Management  Letter.  In  connection  with each  fiscal year end
             financial  statement  furnished to Bank  hereunder,  any management
             letter of Borrower's independent certified public accountant.

2.06         Notice  of  Default.   Promptly  notify  Bank  in  writing  of  the
occurrence of any Event of Default  hereunder or any event which upon notice and
lapse of time would be an Event of Default.

                                        3



<PAGE>


CREDIT AGREEMENT 
October 8, 1997


2.0          Operating  Accounts.  Based upon Borrower's satisfactory  review of
Bank's products and services,  and Bank's competitive  pricing of those products
and services, Borrower to maintain all primary accounts and banking relationship
with Bank  within 90 days from  funding  any  loans,  and during the term of any
loans from Bank to Borrower.  Borrower shall maintain or cause to be maintained,
on deposit with Imperial Bank,  non-interest  bearing  demand  deposit  balances
sufficient to compensate Bank for all services provided by Bank.  Balances shall
be calculated after reduction for the reserve requirement of the Federal Reserve
Board and uncollected  funds. Any deficiencies  shall be charged directly to the
Borrower on a monthly basis.

2.08         Attorney's  Fees. Pay promptly to Bank without demand after notice,
with interest thereon from the date of expenditure at the rate applicable to any
loans  from  Bank to  Borrower,  reasonable  attorneys'  fees and all  costs and
expenses paid or incurred by Bank in collecting  or  compromising  any such loan
after the  occurrence of an Event of Default,  whether or not suit is filed.  If
suit is brought to enforce any provision of this Agreement, the prevailing party
shall be entitled to recover its reasonable  attorneys'  fees and court costs in
addition to any other remedy or recovery awarded by the court.


3.      NEGATIVE COVENANTS OF BORROWER

             Borrower  agrees that so long as it is  indebted  to Bank,  it will
not, without Bank's written consent:

3.01         Type of business: Management.  Make any  substantial  change in the
character of its business.

3.02         Outside Indebtedness. Other than in the ordinary course of business
and consistent with past practices, create, incur, assume or permit to exist any
indebtedness  for  borrowed  moneys,  other  than  loans  from the Bank,  exceed
obligations  now  existing as shown in the  financial  statement  dated June 30,
1997,  excluding those  obligations  being  refinanced by Bank or loans incurred
after March 31, 1998.

3.03         Liens  and  Encumbrances.  Other  than in the  ordinary  course  of
business  and  consistent  with past  practices,  create,  incur,  or assume any
mortgage,  pledge,  encumbrance,  lien or  charge of any kind upon any asset now
owned,  other than  liens for taxes not  delinquent  and liens in Bank's  favor,
except for those already existing as of June 30, 1997, including but not limited
to liens  in favor of the  Federal  Deposit  Insurance  Corporation  or liens or
encumbrances incurred after March 31, 1998.

3.04         Liens,  Investments,  Secondary  Liabilities.  Make  any  loans  or
advances to any person or other  entity  other than in the  ordinary  and normal
course of its business and consistent with past practices or make any investment
in the securities of any person inconsistent with existing investment policy; or
guarantee or otherwise  become liable upon the obligation of any person or other
entity,  except  by  endorsement  of  negotiable   instruments  for  deposit  or
collection in the ordinary and normal course of its business and consistent with
past practices.

3.05         Acquisition or Sale of Business; Merger or Consolidation.  Purchase
or otherwise  acquire the assets or business of any person or other  entity;  or
liquidate, dissolve, merge or consolidate, or commence any proceedings therefor;
or sell any assets except in the ordinary course of its business consistent with
past practices or for the betterment of the business;  or sell,  lease assign or
transfer any substantial  part of its business or fixed assets,  or any property
or other assets  necessary for the continuance of its business as now conducted,
including  without  limitation the selling of any  dividends,  property or other
asset  accompanied by the leasing back of the same except in the ordinary course
of business consistent with past practices.

                                       4

<PAGE>


CREDIT AGREEMENT 
October 8, 1997


4.      EVENTS OF DEFAULT

             The  occurrence of any of the  following  events (each an "Event of
Default") shall, at Bank's option,  terminate Bank's commitment to lend and make
all sums of  principal  and interest  then  remaining  unpaid on all  Borrower's
indebtedness  to  Bank   immediately  due  and  payable,   all  without  demand,
presentment or notice, all of which are hereby expressly waived:

4.01         Failure  to Pay.  Failure to pay any  installment  of  principal or
interest on any  indebtedness  of Borrower to Bank within five  business days of
when due.

4.02         Breach  of Covenant.  Failure of Borrower to perform any other term
or condition of this Agreement binding upon Borrower.

4.03         Breach of Warranty. Any of Borrower's representations or warranties
made  herein  or any  statement  or  certificate  at any time  given in  writing
pursuant  hereto or in connection  herewith  shall be false or misleading in any
material respect.

4.1          Insolvency;  Receiver or Trustee.  Borrower shall become insolvent;
or admit its  inability to pay its debts as they mature;  or make an  assignment
for the benefit of creditors;  or apply for or consent to the  appointment  of a
receiver  or  trustee  for it or for a  substantial  part  of  its  property  or
business.

4.05         Judgments,  Attachments.  Any money  judgment,  writ or  warrant of
attachment,  or similar process  involving an amount in excess of $100,000 shall
be  entered or filed  against  Borrower  or any of its  assets and shall  remain
unvacated,  unbonded or unstayed  for a period later than five days prior to the
date of any proposed sale thereunder.

4.06         Bankruptcy.  Bankruptcy, insolvency,  reorganization or liquidation
proceedings or other  proceedings for relief under any bankruptcy law or any law
for the relief of debtors  shall be  instituted  by or against  Borrower and, if
instituted against it, shall be not be vacated within thirty (30) days.

4.07         Collateral.  The  assignment  or  transfer  of  existing  liens  on
equipment  in  favor  of  the  Federal  Deposit  Insurance  Corporation  to  any
institution or creditor other than Bank.


5.      MISCELLANEOUS PROVISIONS


5.01         Loan  Fees.  Borrower will pay Bank, upon execution  hereof, a loan
fee in the sum of $50,000.

5.02         Failure  or Indulgence Not Waiver.  No failure or delay on the part
of Bank or any holder of any note issued by Borrower to Bank, in the exercise of
any power, right or privilege  hereunder shall operate as a waiver thereof,  nor
shall any single or  partial  exercise  of any such  power,  right or  privilege
preclude  other or  further  exercise  thereof or of any other  right,  power or
privilege.  All rights and remedies  existing  under this  Agreement or any note
issued in connection with a loan that Bank may make  hereunder,  are  cumulative
to, and not exclusive of, any rights or remedies otherwise available.

5.03         Additional  Remedies. The rights, powers and remedies given to Bank
hereunder  shall be cumulative and not  alternative  and shall be in addition to
all rights,  powers and  remedies  given to Bank by law against  Borrower or any
other  person,  including but not limited to Bank's rights of setoff or banker's
lien.

                                       5

<PAGE>


CREDIT AGREEMENT 
October 8, 1997


5.04         Inurement.  The  benefits  of this  Agreement  shall  inure  to the
successors  and  assigns of Bank and the  permitted  successors  and  assigns of
Borrower.

5.05         Applicable  Law.  This  Agreement  and  all  other  agreements  and
instruments  required by Bank in connection  therewith  shall be governed by and
construed according to the laws of the State of California,  to the jurisdiction
of whose courts the parties hereby agree to submit.

5.06         Offset.  In  addition  to and not in  limitation  of all  rights of
offset that Bank or other holder of any note issued by Borrower in favor of Bank
may have under  applicable  law, Bank or other holder of such notes shall,  upon
the  occurrence  of any Event of Default or any event  which with the passage of
time or notice  would  constitute  such an Event of  Default,  have the right to
appropriate and apply to the payment of the outstanding  under any such note any
and all  balances,  credits,  deposits,  accounts or  monies of Borrower then or
thereafter  with Bank or other  holder,  within ten (10) days after the Event of
Default,  and  notice  of the  occurrence  of any  Event of  Default  by Bank to
Borrower.

5.07         Severability. Should any one or more provisions of the Agreement be
determined to be illegal or  unenforceable,  all other  provisions  nevertheless
shall be effective.

5.08         Time  of the Essence.  Time is hereby declared to be of the essence
of this Agreement and of every part hereof.

5.09         Accounting.  All accounting  terms shall have the meanings  applied
under generally accepted accounting principles unless otherwise specified.

5.10         Modification.  This  Agreement  may be  modified  only by a writing
signed by both parties hereto.

         This Agreement is executed on behalf of the parties by duly  authorized
representatives as of October 8, 1997.


                          IMPERIAL BANK ("Bank")


                          By:   /s/ Tim Bubnack
                                ---------------------------
                                Tim Bubnack, Vice President

                          Date: ---------------------------


                          MATRIX PHARMACEUTICAL, INC. ("Borrower")


                          By:   /s/ James Glynn
                                ---------------------------
                                James Glynn, Chief Executive Officer


                                       6
<PAGE>


                                 IMPERIAL BANK
                          INNOVATIVE BUSINESS BANKING
                                  Member FDIC
                                      NOTE

$10,000,000                 San Diego, California                October 8, 1997

On  October  15,  2002,  and as  hereafter  provided,  for value  received,  the
undersigned  promises to pay to IMPERIAL  BANK  ("Bank"),  a California  banking
corporation,  or order, at its San Diego Regional  office,  the principal sum of
$10,000,000 or such sums up to the maximum if so stated,  as the Bank may now or
hereafter  advance to or for the benefit of the  undersigned in accordance  with
the terms hereof,  together with interest  thereon from the date of disbursement
on the unpaid principal  balance at the rate of nine percent  (9.00%).  Interest
shall be  computed  at the above rate on the basis of the actual  number of days
during which the principal balance is outstanding,  divided by 360, which shall,
for interest  computation  purposes,  be considered one year.  Interest shall be
payable monthly,  included with principal,  beginning  November 15, 1997, and if
not so paid shall become a part of the principal.  All payments shall be applied
first to  interest  and the  remainder,  if any,  on  principal.  Principal  and
interest  shall be  payable  in  installments  of  $160,890.78,  or  more,  each
installment on the 15th day of each month, beginning November 15, 1997. Advances
not to exceed any  unpaid  balance  owing at any one time  equal to the  maximum
amount specified above, may be made at the option of the Bank.

Borrower  may,  at  any  time,  prepay  all or any  portion  of the  outstanding
principal  balance  of  this  note  without  penalty  or  premium.  Any  partial
prepayment  shall be applied to the  installments  in inverse order of maturity.
Should  default be made in the payment of principal or interest  when due, or in
the performance or observance,  when due, of any item,  covenant or condition of
any deed of trust,  security agreement or other agreement (including  amendments
or extensions thereof) securing or pertaining to this note, at the option of the
holder hereof and without notice or demand,  the entire balance of principal and
accrued  interest then  remaining  unpaid shall (a) become  immediately  due and
payable, and (b) thereafter bear interest,  until paid in full, at the increased
rate of 3% per year in excess of the rate  provided  for  above,  as it may vary
from time to time.

Defaults  shall  include,  but not be limited to, the failure of the maker(s) to
pay  principal  or interest  when due; the filing as to each.  person  obligated
hereon,  whether as maker,  co-maker,  endorser or  guarantor  (individually  or
collectively  referred  to as  the  "Obligor")  of a  voluntary  or  involuntary
petition under the provisions of the Federal Bankruptcy Act; the issuance of any
attachment  or execution  against any asset of any Obligor;  or the death of any
Obligor.

If any  installment  payment or  principal  balance  payment  due  hereunder  is
delinquent  ten or more days,  Obligor agrees to pay a late charge in the amount
of 3% of the payments so due and unpaid, in addition to the payment; but nothing
in this paragraph is to be construed as any obligation on the part of the holder
of this  note to accept  payment  of any  installment  past due or less than the
total unpaid principal balance after maturity.

If this note is not paid when due,  each  Obligor  promises to pay all costs and
expenses of collection  and  reasonable  attorneys'  fees incurred by the holder
hereof on account of such  collection,  plus interest at the rate  applicable to
principal,  whether or not suit is filed  hereon.  Each Obligor shall be jointly
and  severally  liable  hereon  and  consents  to  renewals,   replacements  and
extensions of time for payment hereof, before, at or after maturity; consents to
acceptance, release or substitution of security for this note; and waives demand
and protest and the right to assert any statute of limitations. The indebtedness
evidenced  hereby shall be payable in lawful money of the United States.  In any
action  brought under or arising out of this note,  each Obligor,  including any
successor(s) or assign(s), hereby consents to the application of California law,
to the jurisdiction of any competent court within the State of California and to
service of process by any means authorized by California law.

No single or partial  exercise of any power  hereunder  or under any deed of the
security  agreement or other  agreement in connection  herewith  shall  preclude
other or further exercises thereof, or the exercise of any other such power. The
holder  hereof shall at all times have the right to proceed  against any portion
of the  security  for this note in such order and in such  manner as such holder
may consider appropriate,  without waiving any rights with respect to any of the
security.  Any delay or omission on the part of the holder  hereof in exercising
any right  hereunder,  or under any deed of trust,  security  agreement or other
agreement,  shall not operate as a waiver of any such right, or any other right,
under this note or any deed of trust,  security  agreement or other agreement in
connection herewith.

See attached Reference Provision incorporated herein by this reference.

                                                 MATRIX PHARMACEUTICAL, INC.
-------------------------------------    ---------------------------------------
                                                 BY /s/ Jim Glynn
-------------------------------------    ---------------------------------------
                                                 Jim Glynn, CEO/SFO/Secretary


<PAGE>


The following Reference Provision is by this reference  incorporated in the Note
dated October 8, 1997, executed by MATRIX PHARMACEUTICAL, INC.

        REFERENCE PROVISION

1.  Other  than (i)  non-judicial  foreclosure  and all  matters  in  connection
therewith regarding security interests in real or personal property; or (ii) the
appointment of a receiver,  or the exercise of other  provisional  remedies (any
and all of which may be initiated pursuant to applicable law), each controversy,
dispute or claim  between  the  parties  arising out of or relating to this Note
("Agreement"),  which  controversy,  dispute or claim is not  settled in writing
within  thirty (30) days after the "Claim Date"  (defined as the date on which a
party subject to the Agreement  gives written notice to all other parties that a
controversy, dispute or claim exists), will be settled by a reference proceeding
in California in  accordance  with the  provisions of Section 638 et seq. of the
California Code of Civil Procedure ("CCP"),  or their successor  section,  which
shall  constitute the exclusive  remedy for the  settlement of any  controversy,
dispute or claim concerning this Agreement,  including whether such controversy,
dispute or claim is subject to the reference  proceeding and except as set forth
above, the parties waive their rights to initiate any legal proceedings  against
each other in any court or  jurisdiction  other than the  Superior  Court in the
County where the Real Property,  if any, is locate or Los Angeles County if none
(the  "Court").  The referee shall be a retired  Judge of the Court  selected by
mutual agreement of the parties,  and if they cannot so agree within  forty-five
(45) days after the Claim Date,  the referee  shall be promptly  selected by the
Presiding  Judge of the  Court (or his  representative).  The  referee  shall be
appointed  to sit as a  temporary  judge,  with all of the powers of a temporary
judge, as authorized by law, and upon selection should take and subscribe to the
oath of office as provided for in Rule 244 of the California  Rules of Court (or
any subsequently  enacted Rule). Each party shall have one peremptory  challenge
pursuant to CCP s.s. 170.6. The referee shall (a) be requested to set the matter
for hearing  within sixty (60) days after the Claim Date and (b) try any and all
issues of law or fact and report a statement of decision upon them, if possible,
within ninety (90) days of the Claim Date. Any decision  rendered by the referee
will be final,  binding and conclusive and judgment shall be entered pursuant to
CCP s.s. 644 in any court in the State of California  having  jurisdiction.  Any
party may apply for a reference  proceeding  at any time after  thirty (30) days
following  the  notice to any  other  party of the  nature  of the  controversy,
dispute or claim, by filing a petition for a hearing and/or trial. All discovery
permitted by this  Agreement  shall be completed no later than fifteen (15) days
before the first hearing date established by the referee. The referee may extend
such period in the event of a party's refusal to provide requested discovery for
any reason whatsoever, including, without limitation, legal objections raised to
such  discovery  or  unavailability  of a witness due to absence or illness.  No
party shall be entitled to "priority" in conducting  discovery.  Depositions may
be taken by either  party upon seven (7) days  written  notice,  and request for
production or inspection of documents shall be responded to within ten (10) days
after service.  All disputes  relating to discovery  which cannot be resolved by
the parties shall be submitted to the


<PAGE>


referee  whose  decision  shall be final and binding upon the  parties.  Pending
appointment of the referee as provided  herein,  the Court is empowered to issue
temporary and/or provisional remedies, as appropriate.

2.      Except as  expressly  set forth in this  Agreement,  the  referee  shall
determine  the manner in which the reference  proceeding is conducted  including
the time and place of all hearings,  the order of presentation of evidence,  and
all other  questions  that  arise with  respect  to the course of the  reference
proceeding.  All proceedings and hearings  conducted before the referee,  except
for trial,  shall be conducted  without a court  reporter,  except that when any
party so requests, a court reporter will be used at any hearing conducted before
the  referee.  The party  making  such a request  shall have the  obligation  to
arrange for and pay for the court  reporter.  The costs of the court reporter at
the trial shall be borne equally by the parties.

3.      The referee shall be required to determine all issues in accordance with
existing case law and the statutory laws of the State of  California.  The rules
of evidence  applicable to proceedings at law in the State of California will be
applicable to the reference proceeding.  The referee shall be empowered to enter
equitable as well as legal relief,  to provide all temporary and/or  provisional
remedies  and to enter  equitable  orders that will be binding upon the parties.
The  referee  shall  issue a  single  judgment  at the  close  of the  reference
proceeding  which shall dispose of all of the claims of the parties that are the
subject of the  reference.  The parties  hereto  expressly  reserve the right to
contest or appeal from the final judgment or any appealable  order or appealable
judgment entered by the referee.  The parties hereto expressly reserve the right
to findings of fact,  conclusions of law, a written  statement of decision,  and
the right to move for a new trial or a different  judgment,  which new trial, if
granted, is also to be a reference proceeding under this provision.

4.      In  the  event  that  the  enabling   legislation   which  provides  for
appointment of a referee is repealed (and no successor statute is enacted),  any
dispute  between the parties that would otherwise be determined by the reference
procedure herein  described will be resolved and determined by arbitration.  The
arbitration  will be conducted by a retired  judge of the Court,  in  accordance
with the California Arbitration Act, s.s. 1280 through s.s. 1294.2 of the CCP as
amended  from time to time.  The  limitations  with  respect to discovery as set
forth hereinabove shall apply to any such arbitration proceeding.

MATRIX PHARMACEUTICAL, INC.

By: /s/ Jim Glynn
    ----------------------------
    Jim Glynn, CEO/CFO/Secretary

<PAGE>


                                 IMPERIAL BANK
                          INNOVATIVE BUSINESS BANKING
                                  Member FDIC

                           GENERAL SECURITY AGREEMENT
                  (Tangible and Intangible Personal Property)

This  Agreement is executed on October 8, 1997, by MATRIX  PHARMACEUTICAL,  INC.
(hereinafter  called  "Obligor").  In consideration of financial  accommodations
given,  to  be  given  or  continued,   the  Obligor  grants  to  IMPERIAL  BANK
(hereinafter  called  "Bank")  a  security  interest  in (a)  all  property  (i)
delivered  to Bank by  Obligor,  (ii}  which  shall be in Bank's  possession  or
control in any matter or for any purpose,  {iii) described below, (iv) now owned
or hereafter  acquired by Obligor of the type or class described below and/or in
any supplementary  schedule hereto, or in any financing  statement filed by Bank
and executed by or on behalf of Obligor; (b) the proceeds, increase and products
of such  property,  all accessions  thereto,  and all property which Obligor may
receive on account of such collateral which Obligor will immediately  deliver to
Bank   (collectively   referred  to  as  "Collateral")  to  secure  payment  and
performance of all of Obligor's  present or future debts or obligations to Bank,
whether  absolute  or  contingent  (hereafter  referred  to as  "Debt").  Unless
otherwise  defined,  words  used  herein  have the  meanings  given  them in the
California Uniform Commercial Code.

Collateral:

A. VEHICLE, VESSEL, AIRCRAFT:
--------------------------------------------------------------------------------
Year   Make/Manufacturer   Model   Identification     License or     New or Used
                                   and Serial No.   Registration No.
--------------------------------------------------------------------------------
Engine or other equipment:
                          ------------------------------------------------------
(For aircraft - original ink signature on Copy to FAA)

B. DEPOSIT ACCOUNTS:

Type                  Account Number                   Amount $
    -----------------               ------------------         -----------------
In name of                            Depository
          ---------------------------           --------------------------------
AND ALL EXTENSIONS OR RENEWALS THEREOF.

C. ACCOUNTS, INTANGIBLES AND OTHER: (Describe)



All equipment  acquired by Obligor  subsequent to October 21, 1995, and prior to
March 31, 1998,  wherever  located,  including but not limited to those items of
equipment described on attached Exhibit "A" including all proceeds thereof.

The  collateral not in Bank's  possession  will be located at: 34700 Campus Dr.,
Fremont,  CA 94555; 600 Valley Way,  Milpitas,  CA 95035; 4757 Nexus Centre Dr.,
San Diego, CA 92121; or 2350 Qume Dr., Suite M, San Jose, CA 95131

[ ]  If checked,  the Obligor is executing  this  Agreement as an  Accommodation
Debtor only and the  Obligor's  liability  is limited to the  security  interest
granted  in  the  Collateral described herein. The  party  being accommodated is
                                                                   ("Borrower").
------------------------------------------------------------------

All the terms and provisions on the reverse side hereof are incorporated  herein
as though set forth in full, and constitute a part of this Agreement.

                                  Signature
    Name                 (indicate title, if applicable)         Address

MATRIX PHARMACEUTICAL      By: /s/ Jim Glynn                  34700 Campus Dr.
---------------------      ----------------------------      -------------------
                           Jim Glynn, CEO/CFO/Secretary       Fremont, CA 94555
---------------------      ----------------------------      -------------------

---------------------      ----------------------------      -------------------


                                  Page 1 of 2
L552E (Rev 10/92)
20862433


<PAGE>
Obligor represents, warrants and agrees:

1.  Obligor  will  immediately  pay (a) any Debt when due,  (b) Bank's  costs of
collecting the Debt, of protecting insuring or realizing on Collateral,  and any
reasonable  expenditure of Bank pursuant hereto,  including  attorneys' fees and
expenses,  with interest at the rate applicable to the Debt,  whichever is less,
from  the date of  expenditure,  and (c) any  deficiency  after  realization  of
Collateral.

2. Oligor will use the proceeds of any can that becomes Debt  hereunder  for the
purposes indicated on the application  therefore,  and will promptly contract to
purchase and pay the purchase  price of any property  which  becomes  Collateral
hereunder from the proceeds of any loan made for that purpose.

3. As to all Collateral in Obligor  possession  (unless  specifically  otherwise
agreed by Bank in writing), Obligor will:

     (a) Have, or has,  possession of the Collateral at the locations  disclosed
     to Bank and will not remove the Collateral from the locations.

     (b) Keep the Collateral separate and identifiable.

     (c) Maintain the  Collateral in good and saleable  condition,  repair it if
     necessary,  clean, feed, shelter,  water, medicate,  fertilize,  cultivate,
     irrigate,  prune and otherwise deal with the Collateral in all such ways as
     are considered  good practice by owners of like  property,  use it lawfully
     and only as permitted by insurance policies, and permit Bank to inspect the
     Collateral at any time.

     (d) Not sell, contract to sell, lease,  encumber or transfer the Collateral
     (other than inventory Collateral) until the Debt has been paid, even though
     Bank has security interest in proceeds of such Collateral.

4. As to Collateral which is inventory and accounts, Obligor:

     (a) May,  until  notice  from Bank,  sell,  lease or  otherwise  dispose of
     inventory  Collateral in the ordinary  course of business only, and collect
     the cash proceeds thereof.

     (b) Will, upon notice from Bank, deposit all cash proceeds as received in a
     demand deposit account with Bank, containing only such proceeds and deliver
     statements  identifying units of inventory disposed of, accounts which gave
     rise to proceeds, and all acquisitions and returns of inventory as required
     by Bank.

     (c) Will receive in trust, schedule on forms  satisfactory  to the Bank and
     deliver to Bank all  non-cash  proceeds  other than  inventory  received in
     trade.

     (d) If not in default,  may obtain release of Bank's interest in individual
     units of inventory upon request, therefore,  payment to Bank of the release
     price of such units shown on any Collateral schedule  supplementary hereto,
     and compliance herewith as to proceeds thereof.

5. [INTENTIONALLY OMITTED]

6. Obligor owns all Collateral absolutely, and no other person has or claims any
interest  in any  Collateral,  except as  disclosed  to and  accepted by Bank in
writing.  Obligor will defend any proceeding which may affect title to or Bank's
security  interest in any Collateral,  and will indemnify and hold Bank free and
harmless from all costs and expenses of Bank's defense.

7.  Obligor  will  pay  when  due all  existing  or  future  charges,  liens  or
encumbrances  on and all taxes and  assessments  now or hereafter  imposed on or
affecting the Collateral  and, if the Collateral is in Obligor  possession,  the
realty on which the Collateral is located.

8.  Obligor  will  insure  the  Collateral  with Bank as loss  payee in form and
amounts with  companies,  and against risks and liability  satisfactory to Bank,
and hereby  assigns  such  policies to Bank,  agrees to deliver  them to Bank at
Bank's request, and authorizes Bank to make any claim thereunder,  to cancel the
insurance  on  Obligor  default,  and to  receive  payment  of and  endorse  any
instrument in payment of any loss or return  premium.  If Obligor should fail to
deliver the required  policy or policies to the Bank,  Bank may, at Obligor cost
and expense,  without any duty to do so, get and pay for insurance naming as the
insured,  at Bank's option,  either both Obligor and Bank, or only Bank, and the
cost thereof shall be secured by this Security Agreement, and shall be repayable
as provided in Paragraph 1 above.

9. Obligor will give Bank any information it reasonably requires relating to the
Collateral  or Obligor's  operations,  properties,  business or  condition.  All
information at any time supplied to Bank by Obligor (including,  but not limited
to, the value and  condition  of  Collateral,  financial  statements,  financing
statements,  and  statements  made in  documentary  Collateral)  is correct  and
complete,   and  Obligor  will  notify  Bank  of  any  adverse  change  in  such
information.  Obligor  will  promptly  notify  Bank of any  change of  Obligor's
residence, chief executive office or mailing address.

10. Upon the  occurrence of any Event of Default  under the Credit  Agreement or
hereunder,  Bank is irrevocably appointed Obligor attorney-in-fact to do any act
which Obligor is obligated  hereby to do, to exercise such rights as Obligor may
exercise,  to use such equipment as Obligor might use, to enter Obligor premises
to give  notice of Bank's  security  interest,  and to  collect  Collateral  and
proceeds and to execute and file in Obligor name any  financing  statements  and
amendments thereto required to perfect Bank's security interest  hereunder,  all
to protect and preserve the Collateral and Bank's rights hereunder. Bank may:

     (a) Endorse,  collect and receive  delivery or payment of  instruments  and
     documents constituting Collateral;

     (b) Make  extension  agreements  with respect to or  affecting  Collateral,
     exchange it for other  Collateral,  release  persons liable thereon or take
     security for the payment  thereof,  and  compromise  disputes in connection
     therewith;

     (c) Use or operate  Collateral for the purpose of preserving  Collateral or
     its value and for preserving or liquidating Collateral.

11. [INTENTIONALLY OMITTED]

12. Upon the  occurrence of any Event of Default  under the Credit  Agreement or
hereunder,  at Bank's option,  without demand or notice,  all or any part of the
Debt shall immediately  become due. Bank shall have all rights given by law, and
may sell,  in one or more  sales,  Collateral  in any  county  where Bank has an
office.  Bank may  purchase  at such  sale.  Sales  for cash or on  credit  to a
wholesaler, retailer or user of the Collateral, or at public or private auction,
are all to be considered commercially  reasonable.  Bank may require  Obligor to
assemble  the  Collateral  and make it  available to Bank at the entrance to the
location of the Collateral, or a place designated by Bank.

     Defaults shall include:

     (a) Obligor  failure to pay or perform this or any  agreement  with Bank or
     breach of any warranty  herein,  or Borrower  failure to pay or perform any
     agreement with Bank.

     (b) [INTENTIONALLY OMITTED]

     (c) Any actual  material  deterioration  of the Collateral or in the market
     price thereof which causes it, in Bank's judgment, to become unsatisfactory
     as security.

     (d) Any levy or seizure  against  Borrower or any  material  portion of the
     Collateral.

     (e) Death, termination of business,  assignment for creditors,  insolvency,
     appointment of receiver,  or the filing of any petition under bankruptcy or
     debtors relief laws of, by or against  Obligor or Borrower or any guarantor
     of the Debt.

     (f) Any  warranty or  representation  which is false or is believed in good
     faith by Bank to be false.

13. Bank's  acceptance of partial or delinquent  payments or the failure of Bank
to exercise  any right or remedy  shall not waive any  obligation  of Obligor or
Borrower or right of Bank to modify this  Agreement,  or waive any other similar
default.

14. On transfer  of all or any part of the Debt,  Bank may  transfer  all or any
part of the  Collateral.  Bank may deliver all or any part of the  Collateral to
any Obligor at any time. Any such transfer or delivery shall discharge Bank from
all liability and responsibility with respect to such Collateral  transferred or
delivered.  This  Agreement  benefits  Bank's  successors  and assigns and binds
Obligor  heirs,  legatees,  personal  representatives,  successors  and assigns.
Obligor  agrees not to assert  against any assignee of Bank any claim or defense
that  may  exist  against  Bank.  Time is of the  essence.  This  Agreement  and
supplementary  schedules  hereto contain the entire security  agreement  between
Bank and Obligor. Obligor will execute any additional agreements, assignments or
documents reasonably required by Bank to carry this Agreement into effect.

15. This  Agreement  shall be governed by and construed in  accordance  with the
laws of the State of California, to the jurisdiction of whose courts the Obligor
hereby  agrees  to  submit.  Obligor  agrees  that  service  of  process  may be
accomplished by any means authorized by California law. All words used herein in
the  singular  shall be  considered  to have been used in the  plural  where the
context and construction so require.


                                  Page 2 of 2
L552E (Rev 10/92)
210862433
<PAGE>
<TABLE>
<CAPTION>
================================================================================        THIS SPACE FOR USE OF FILING OFFICER

FINANCING STATEMENT -- FOLLOW INSTRUCTIONS CAREFULLY
This Financing Statement is presented for filing pursuant the Uniform Commercial
Code and will remain effective,  with certain exceptions,  for 5 years from date
of filing.
<S>                                           <C>                    <C>                     <C>
------------------------------------------------------------------------------------------------------------------------------------
A. NAME & TEL.# OF CONTACT AT FILER           B. FILING OFFICE ACCT.# (optional)
(optional)                                    Bubnack/#1100/JL

------------------------------------------------------------------------------------------------------------------------------------
C. RETURN COPY TO: (Name and Mailing Address)

   IMPERIAL BANK
   ATTN: LENDING SERVICES
   9920 S LA CIENEGA BLVD SUITE 628
   INGLEWOOD CA 90301
------------------------------------------------------------------------------------------------------------------------------------
D. OPTIONAL DESIGNATION (If applicable)    [ ] LESSOR/LESSEE  [ ]CONSIGNOR/CONSIGNEE  [ ] NON-UCC FILING
====================================================================================================================================
1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (la or lb)       
------------------------------------------------------------------------------------------------------------------------------------
      la. ENTTY'S NAME
      MATRIX PHARMACEUTICAL, INC.
OR    ------------------------------------------------------------------------------------------------------------------------------
      1b. INDIVIDUAL'S LAST NAME          FIRST NAME                 MIDDLE NAME                SUFFIX

------------------------------------------------------------------------------------------------------------------------------------
1c. MAILING ADDRESS                       CITY                       STATE     COUNTRY       POSTAL CODE
34700 Campus Drive                        Fremont                    CA                      94555
------------------------------------------------------------------------------------------------------------------------------------
1d. S.S. OR TAX I.D. #          OPTIONAL       1e. TYPE OF ENTITY    1f. ENTITY'S STATE    1g ENTITY'S ORGANIZATIONAL I.D. #, if any
                             ADD'NL INFO RE                              OR COUNTRY OF
                              ENTITY DEBTOR                              ORGANIZATION                                       [ ] NONE
====================================================================================================================================
2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b)
      ------------------------------------------------------------------------------------------------------------------------------
      2a. ENTITY'S NAME

OR    ------------------------------------------------------------------------------------------------------------------------------
      2B. INDIVIDUAL'S LAST NAME          FIRST NAME                 MIDDLE NAME                SUFFIX

------------------------------------------------------------------------------------------------------------------------------------
2c. MAILING ADDRESS                       CITY                       STATE     COUNTRY       POSTAL CODE

------------------------------------------------------------------------------------------------------------------------------------
2d. S.S. OR TAX I.D. #       OPTIONAL           2e. TYPE OF ENTITY    2f ENTITY'S STATE   2g. ENTITY'S ORGANIZATIONAL I.D. #, if any
                             ADD'NL INFO RE                             OR COUNTRY OF                      
                             ENTITY DEBTOR                              ORGANIZATION                                        [ ] NONE
====================================================================================================================================
3. SECURED PARTY'S (ORIGINAL S/P or ITS TOTAL ASSIGNEE) EXACT FULL LEGAL NAME - insert only one secured party name (3a or 3b).
------------------------------------------------------------------------------------------------------------------------------------
      3a. ENTITY'S NAME
      ------------------------------------------------------------------------------------------------------------------------------
      IMPERIAL BANK
OR    ------------------------------------------------------------------------------------------------------------------------------
      3b. INDIVIDUAL'S LAST NAME          FIRST NAME                 MIDDLE NAME                SUFFIX

------------------------------------------------------------------------------------------------------------------------------------
3c. MAILING ADDRESS                       CITY                       STATE    COUNTRY        POSTAL CODE
    701 "B" Street                        San Diego                  CA                      92101-8120
====================================================================================================================================
4. This FINANCING STATEMENT covers the following types or items of property.
   All equipment  acquired by Debtor  subsequent to October 21, 1995,  and prior to March 31, 1998, wherever located including all 
   proceeds thereof.
====================================================================================================================================
5. CHECK [ ]    THIS FINANCING  STATEMENT is signed by the Secured Party instead    7. If filed in Florida (check one)
   BOX          of the Debtor to perfect a security  interest (a) in  collateral       [ ] Documentary      [ ] Documentary stamp
(if applicable) already  subject to a security  interest on another  jurisdiction          stamp tax paid       tax not applicable
                when it was  brought  into  this  state,  or when  the  debtor's
                location  was  changed to this state or (b) in  accordance  with
                other statutory provisions (additional data may be required)
====================================================================================================================================
6. REQUIRED SIGNATURE(S)     MATRIX PHARMACEUTICAL, INC.                            8. [ ] This FINANCING STATEMENT is to be filed 
                                                                                           (for record) (or recorded) in the REAL 
                                                                                           ESTATE RECORDS
By: /s/ J.R. GLYNN                                                                         Attach Addendum           [if applicable]
------------------------------------------------------------------------------------------------------------------------------------
Jim Glynn, CEO/CFO Secretary                                                        9. Check to REQUEST SEARCH CERTIFICATE(S) on
                                                                                       Debtor(s)
                                                                                       [ADDITIONAL FEE] (optional)        
                                                                                       [X] All Debtors  [ ] Debtor 1  [ ] Debtor 2
====================================================================================================================================
(1) FILING OFFICER COPY - NATIONAL FINANCING STATEMENT (FORM UCC1) (TRANS) (REV. 12/18/95)   Imperial Bank    Los Angeles, CA 90009
                                                                                             P.O. Box 92991   310-417-5600
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                      THIS SPACE FOR USE OF FILING OFFICER
================================================================================

FINANCING STATEMENT -- FOLLOW INSTRUCTIONS CAREFULLY
This Financing Statement is presented for filing pursuant the Uniform Commercial
Code and will remain effective,  with certain exceptions,  for 5 years from date
of filing.
<S>                                           <C>                    <C>                     <C>
------------------------------------------------------------------------------------------------------------------------------------
A. NAME & TEL.# OF CONTACT AT FILER           B. FILING OFFICE ACCT.# (optional)
(optional)                                    Bubnack/#1100/JL

------------------------------------------------------------------------------------------------------------------------------------
C. RETURN COPY TO: (Name and Mailing Address)

   IMPERIAL BANK
   ATTN: LENDING SERVICES
   9920 S LA CIENEGA BLVD SUITE 628
   INGLEWOOD CA 90301
------------------------------------------------------------------------------------------------------------------------------------
D. OPTIONAL DESIGNATION (If applicable)    [ ] LESSOR/LESSEE  [ ]CONSIGNOR/CONSIGNEE  [ ] NON-UCC FILING
====================================================================================================================================
1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (la or lb)       
------------------------------------------------------------------------------------------------------------------------------------
      la. ENTTY'S NAME
      MATRIX PHARMACEUTICAL, INC.
OR    ------------------------------------------------------------------------------------------------------------------------------
      1b. INDIVIDUAL'S LAST NAME          FIRST NAME                 MIDDLE NAME                SUFFIX

------------------------------------------------------------------------------------------------------------------------------------
1c. MAILING ADDRESS                       CITY                       STATE     COUNTRY       POSTAL CODE
34700 Campus Drive                        Fremont                    CA                      94555
------------------------------------------------------------------------------------------------------------------------------------
1d. S.S. OR TAX I.D. #          OPTIONAL       1e. TYPE OF ENTITY    1f. ENTITY'S STATE    1g ENTITY'S ORGANIZATIONAL I.D. #, if any
                             ADD'NL INFO RE                              OR COUNTRY OF
                              ENTITY DEBTOR                              ORGANIZATION                                       [ ] NONE
====================================================================================================================================
2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b)
      ------------------------------------------------------------------------------------------------------------------------------
      2a. ENTITY'S NAME

OR    ------------------------------------------------------------------------------------------------------------------------------
      2B. INDIVIDUAL'S LAST NAME          FIRST NAME                 MIDDLE NAME                SUFFIX

------------------------------------------------------------------------------------------------------------------------------------
2c. MAILING ADDRESS                       CITY                       STATE     COUNTRY       POSTAL CODE

------------------------------------------------------------------------------------------------------------------------------------
2d. S.S. OR TAX I.D. #       OPTIONAL           2e. TYPE OF ENTITY    2f ENTITY'S STATE   2g. ENTITY'S ORGANIZATIONAL I.D. #, if any
                             ADD'NL INFO RE                             OR COUNTRY OF                      
                             ENTITY DEBTOR                              ORGANIZATION                                        [ ] NONE
====================================================================================================================================
3. SECURED PARTY'S (ORIGINAL S/P or ITS TOTAL ASSIGNEE) EXACT FULL LEGAL NAME - insert only one secured party name (3a or 3b).
------------------------------------------------------------------------------------------------------------------------------------
      3a. ENTITY'S NAME
      ------------------------------------------------------------------------------------------------------------------------------
      IMPERIAL BANK
OR    ------------------------------------------------------------------------------------------------------------------------------
      3b. INDIVIDUAL'S LAST NAME          FIRST NAME                 MIDDLE NAME                SUFFIX

------------------------------------------------------------------------------------------------------------------------------------
3c. MAILING ADDRESS                       CITY                       STATE    COUNTRY        POSTAL CODE
    701 "B" Street                        San Diego                  CA                      92101-8120
====================================================================================================================================
4. This FINANCING STATEMENT covers the following types or items of property.
   All equipment  acquired by Debtor  subsequent to October 21, 1995,  and prior to March 31, 1998, wherever located including all 
   proceeds thereof.
====================================================================================================================================
5. CHECK [ ]    THIS FINANCING  STATEMENT is signed by the Secured Party instead    7. If filed in Florida (check one)
   BOX          of the Debtor to perfect a security  interest (a) in  collateral       [ ] Documentary      [ ] Documentary stamp
(if applicable) already  subject to a security  interest on another  jurisdiction          stamp tax paid       tax not applicable
                when it was  brought  into  this  state,  or when  the  debtor's
                location  was  changed to this state or (b) in  accordance  with
                other statutory provisions (additional data may be required)
====================================================================================================================================
6. REQUIRED SIGNATURE(S)     MATRIX PHARMACEUTICAL, INC.                            8. [ ] This FINANCING STATEMENT is to be filed 
                                                                                           (for record) (or recorded) in the REAL 
                                                                                           ESTATE RECORDS
By: /s/ J.R. GLYNN                                                                         Attach Addendum           [if applicable]
------------------------------------------------------------------------------------------------------------------------------------
Jim Glynn, CEO/CFO Secretary                                                        9. Check to REQUEST SEARCH CERTIFICATE(S) on
                                                                                       Debtor(s)
                                                                                       [ADDITIONAL FEE] (optional)        
                                                                                       [X] All Debtors  [ ] Debtor 1  [ ] Debtor 2
====================================================================================================================================
(2) ACKNOWLEDGEMENT OFFICER COPY - NATIONAL FINANCING STATEMENT (FORM UCC1)                  Imperial Bank    Los Angeles, CA 90009
    (TRANS) (REV. 12/18/95)                                                                  P.O. Box 92991   310-417-5600
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                      THIS SPACE FOR USE OF FILING OFFICER
================================================================================

FINANCING STATEMENT -- FOLLOW INSTRUCTIONS CAREFULLY
This Financing Statement is presented for filing pursuant the Uniform Commercial
Code and will remain effective,  with certain exceptions,  for 5 years from date
of filing.
<S>                                           <C>                    <C>                     <C>
------------------------------------------------------------------------------------------------------------------------------------
A. NAME & TEL.# OF CONTACT AT FILER           B. FILING OFFICE ACCT.# (optional)
(optional)                                    Bubnack/#1100/JL

------------------------------------------------------------------------------------------------------------------------------------
C. RETURN COPY TO: (Name and Mailing Address)

   IMPERIAL BANK
   ATTN: LENDING SERVICES
   9920 S LA CIENEGA BLVD SUITE 628
   INGLEWOOD CA 90301
------------------------------------------------------------------------------------------------------------------------------------
D. OPTIONAL DESIGNATION (If applicable)    [ ] LESSOR/LESSEE  [ ]CONSIGNOR/CONSIGNEE  [ ] NON-UCC FILING
====================================================================================================================================
1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (la or lb)       
------------------------------------------------------------------------------------------------------------------------------------
      la. ENTTY'S NAME
      MATRIX PHARMACEUTICAL, INC.
OR    ------------------------------------------------------------------------------------------------------------------------------
      1b. INDIVIDUAL'S LAST NAME          FIRST NAME                 MIDDLE NAME                SUFFIX

------------------------------------------------------------------------------------------------------------------------------------
1c. MAILING ADDRESS                       CITY                       STATE     COUNTRY       POSTAL CODE
34700 Campus Drive                        Fremont                    CA                      94555
------------------------------------------------------------------------------------------------------------------------------------
1d. S.S. OR TAX I.D. #          OPTIONAL       1e. TYPE OF ENTITY    1f. ENTITY'S STATE    1g ENTITY'S ORGANIZATIONAL I.D. #, if any
                             ADD'NL INFO RE                              OR COUNTRY OF
                              ENTITY DEBTOR                              ORGANIZATION                                       [ ] NONE
====================================================================================================================================
2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b)
      ------------------------------------------------------------------------------------------------------------------------------
      2a. ENTITY'S NAME

OR    ------------------------------------------------------------------------------------------------------------------------------
      2B. INDIVIDUAL'S LAST NAME          FIRST NAME                 MIDDLE NAME                SUFFIX

------------------------------------------------------------------------------------------------------------------------------------
2c. MAILING ADDRESS                       CITY                       STATE     COUNTRY       POSTAL CODE

------------------------------------------------------------------------------------------------------------------------------------
2d. S.S. OR TAX I.D. #       OPTIONAL           2e. TYPE OF ENTITY    2f ENTITY'S STATE   2g. ENTITY'S ORGANIZATIONAL I.D. #, if any
                             ADD'NL INFO RE                             OR COUNTRY OF                      
                             ENTITY DEBTOR                              ORGANIZATION                                        [ ] NONE
====================================================================================================================================
3. SECURED PARTY'S (ORIGINAL S/P or ITS TOTAL ASSIGNEE) EXACT FULL LEGAL NAME - insert only one secured party name (3a or 3b).
------------------------------------------------------------------------------------------------------------------------------------
      3a. ENTITY'S NAME
      ------------------------------------------------------------------------------------------------------------------------------
      IMPERIAL BANK
OR    ------------------------------------------------------------------------------------------------------------------------------
      3b. INDIVIDUAL'S LAST NAME          FIRST NAME                 MIDDLE NAME                SUFFIX

------------------------------------------------------------------------------------------------------------------------------------
3c. MAILING ADDRESS                       CITY                       STATE    COUNTRY        POSTAL CODE
    701 "B" Street                        San Diego                  CA                      92101-8120
====================================================================================================================================
4. This FINANCING STATEMENT covers the following types or items of property.
   All equipment  acquired by Debtor  subsequent to October 21, 1995,  and prior to March 31, 1998, wherever located including all 
   proceeds thereof.
====================================================================================================================================
5. CHECK [ ]    THIS FINANCING  STATEMENT is signed by the Secured Party instead    7. If filed in Florida (check one)
   BOX          of the Debtor to perfect a security  interest (a) in  collateral       [ ] Documentary      [ ] Documentary stamp
(if applicable) already  subject to a security  interest on another  jurisdiction          stamp tax paid       tax not applicable
                when it was  brought  into  this  state,  or when  the  debtor's
                location  was  changed to this state or (b) in  accordance  with
                other statutory provisions (additional data may be required)
====================================================================================================================================
6. REQUIRED SIGNATURE(S)     MATRIX PHARMACEUTICAL, INC.                            8. [ ] This FINANCING STATEMENT is to be filed 
                                                                                           (for record) (or recorded) in the REAL 
                                                                                           ESTATE RECORDS
By: /s/ J.R. GLYNN                                                                         Attach Addendum           [if applicable]
------------------------------------------------------------------------------------------------------------------------------------
Jim Glynn, CEO/CFO Secretary                                                        9. Check to REQUEST SEARCH CERTIFICATE(S) on
                                                                                       Debtor(s)
                                                                                       [ADDITIONAL FEE] (optional)        
                                                                                       [X] All Debtors  [ ] Debtor 1  [ ] Debtor 2
====================================================================================================================================
(3) SEARCH REQUEST COPY - NATIONAL FINANCING STATEMENT (FORM UCC1)                           Imperial Bank    Los Angeles, CA 90009
    (TRANS) (REV. 12/18/95)                                                                  P.O. Box 92991   310-417-5600
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                      THIS SPACE FOR USE OF FILING OFFICER
================================================================================

FINANCING STATEMENT -- FOLLOW INSTRUCTIONS CAREFULLY
This Financing Statement is presented for filing pursuant the Uniform Commercial
Code and will remain effective,  with certain exceptions,  for 5 years from date
of filing.
<S>                                           <C>                    <C>                     <C>
------------------------------------------------------------------------------------------------------------------------------------
A. NAME & TEL.# OF CONTACT AT FILER           B. FILING OFFICE ACCT.# (optional)
(optional)                                    Bubnack/#1100/JL

------------------------------------------------------------------------------------------------------------------------------------
C. RETURN COPY TO: (Name and Mailing Address)

   IMPERIAL BANK
   ATTN: LENDING SERVICES
   9920 S LA CIENEGA BLVD SUITE 628
   INGLEWOOD CA 90301
------------------------------------------------------------------------------------------------------------------------------------
D. OPTIONAL DESIGNATION (If applicable)    [ ] LESSOR/LESSEE  [ ]CONSIGNOR/CONSIGNEE  [ ] NON-UCC FILING
====================================================================================================================================
1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (la or lb)       
------------------------------------------------------------------------------------------------------------------------------------
      la. ENTTY'S NAME
      MATRIX PHARMACEUTICAL, INC.
OR    ------------------------------------------------------------------------------------------------------------------------------
      1b. INDIVIDUAL'S LAST NAME          FIRST NAME                 MIDDLE NAME                SUFFIX

------------------------------------------------------------------------------------------------------------------------------------
1c. MAILING ADDRESS                       CITY                       STATE     COUNTRY       POSTAL CODE
34700 Campus Drive                        Fremont                    CA                      94555
------------------------------------------------------------------------------------------------------------------------------------
1d. S.S. OR TAX I.D. #          OPTIONAL       1e. TYPE OF ENTITY    1f. ENTITY'S STATE    1g ENTITY'S ORGANIZATIONAL I.D. #, if any
                             ADD'NL INFO RE                              OR COUNTRY OF
                              ENTITY DEBTOR                              ORGANIZATION                                       [ ] NONE
====================================================================================================================================
2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b)
      ------------------------------------------------------------------------------------------------------------------------------
      2a. ENTITY'S NAME

OR    ------------------------------------------------------------------------------------------------------------------------------
      2B. INDIVIDUAL'S LAST NAME          FIRST NAME                 MIDDLE NAME                SUFFIX

------------------------------------------------------------------------------------------------------------------------------------
2c. MAILING ADDRESS                       CITY                       STATE     COUNTRY       POSTAL CODE

------------------------------------------------------------------------------------------------------------------------------------
2d. S.S. OR TAX I.D. #       OPTIONAL           2e. TYPE OF ENTITY    2f ENTITY'S STATE   2g. ENTITY'S ORGANIZATIONAL I.D. #, if any
                             ADD'NL INFO RE                             OR COUNTRY OF                      
                             ENTITY DEBTOR                              ORGANIZATION                                        [ ] NONE
====================================================================================================================================
3. SECURED PARTY'S (ORIGINAL S/P or ITS TOTAL ASSIGNEE) EXACT FULL LEGAL NAME - insert only one secured party name (3a or 3b).
------------------------------------------------------------------------------------------------------------------------------------
      3a. ENTITY'S NAME
      ------------------------------------------------------------------------------------------------------------------------------
      IMPERIAL BANK
OR    ------------------------------------------------------------------------------------------------------------------------------
      3b. INDIVIDUAL'S LAST NAME          FIRST NAME                 MIDDLE NAME                SUFFIX

------------------------------------------------------------------------------------------------------------------------------------
3c. MAILING ADDRESS                       CITY                       STATE    COUNTRY        POSTAL CODE
    701 "B" Street                        San Diego                  CA                      92101-8120
====================================================================================================================================
4. This FINANCING STATEMENT covers the following types or items of property.
   All equipment  acquired by Debtor  subsequent to October 21, 1995,  and prior to March 31, 1998, wherever located including all 
   proceeds thereof.
====================================================================================================================================
5. CHECK [ ]    THIS FINANCING  STATEMENT is signed by the Secured Party instead    7. If filed in Florida (check one)
   BOX          of the Debtor to perfect a security  interest (a) in  collateral       [ ] Documentary      [ ] Documentary stamp
(if applicable) already  subject to a security  interest on another  jurisdiction          stamp tax paid       tax not applicable
                when it was  brought  into  this  state,  or when  the  debtor's
                location  was  changed to this state or (b) in  accordance  with
                other statutory provisions (additional data may be required)
====================================================================================================================================
6. REQUIRED SIGNATURE(S)     MATRIX PHARMACEUTICAL, INC.                            8. [ ] This FINANCING STATEMENT is to be filed 
                                                                                           (for record) (or recorded) in the REAL 
                                                                                           ESTATE RECORDS
By: /s/ J.R. GLYNN                                                                         Attach Addendum           [if applicable]
------------------------------------------------------------------------------------------------------------------------------------
Jim Glynn, CEO/CFO Secretary                                                        9. Check to REQUEST SEARCH CERTIFICATE(S) on
                                                                                       Debtor(s)
                                                                                       [ADDITIONAL FEE] (optional)        
                                                                                       [X] All Debtors  [ ] Debtor 1  [ ] Debtor 2
====================================================================================================================================
(4) DEBTOR COPY - NATIONAL FINANCING STATEMENT (FORM UCC1)                                   Imperial Bank    Los Angeles, CA 90009
    (TRANS) (REV. 12/18/95)                                                                  P.O. Box 92991   310-417-5600
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                      THIS SPACE FOR USE OF FILING OFFICER
================================================================================

FINANCING STATEMENT -- FOLLOW INSTRUCTIONS CAREFULLY
This Financing Statement is presented for filing pursuant the Uniform Commercial
Code and will remain effective,  with certain exceptions,  for 5 years from date
of filing.
<S>                                           <C>                    <C>                     <C>
------------------------------------------------------------------------------------------------------------------------------------
A. NAME & TEL.# OF CONTACT AT FILER           B. FILING OFFICE ACCT.# (optional)
(optional)                                    Bubnack/#1100/JL

------------------------------------------------------------------------------------------------------------------------------------
C. RETURN COPY TO: (Name and Mailing Address)

   IMPERIAL BANK
   ATTN: LENDING SERVICES
   9920 S LA CIENEGA BLVD SUITE 628
   INGLEWOOD CA 90301
------------------------------------------------------------------------------------------------------------------------------------
D. OPTIONAL DESIGNATION (If applicable)    [ ] LESSOR/LESSEE  [ ]CONSIGNOR/CONSIGNEE  [ ] NON-UCC FILING
====================================================================================================================================
1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (la or lb)       
------------------------------------------------------------------------------------------------------------------------------------
      la. ENTTY'S NAME
      MATRIX PHARMACEUTICAL, INC.
OR    ------------------------------------------------------------------------------------------------------------------------------
      1b. INDIVIDUAL'S LAST NAME          FIRST NAME                 MIDDLE NAME                SUFFIX

------------------------------------------------------------------------------------------------------------------------------------
1c. MAILING ADDRESS                       CITY                       STATE     COUNTRY       POSTAL CODE
34700 Campus Drive                        Fremont                    CA                      94555
------------------------------------------------------------------------------------------------------------------------------------
1d. S.S. OR TAX I.D. #          OPTIONAL       1e. TYPE OF ENTITY    1f. ENTITY'S STATE    1g ENTITY'S ORGANIZATIONAL I.D. #, if any
                             ADD'NL INFO RE                              OR COUNTRY OF
                              ENTITY DEBTOR                              ORGANIZATION                                       [ ] NONE
====================================================================================================================================
2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b)
      ------------------------------------------------------------------------------------------------------------------------------
      2a. ENTITY'S NAME

OR    ------------------------------------------------------------------------------------------------------------------------------
      2B. INDIVIDUAL'S LAST NAME          FIRST NAME                 MIDDLE NAME                SUFFIX

------------------------------------------------------------------------------------------------------------------------------------
2c. MAILING ADDRESS                       CITY                       STATE     COUNTRY       POSTAL CODE

------------------------------------------------------------------------------------------------------------------------------------
2d. S.S. OR TAX I.D. #       OPTIONAL           2e. TYPE OF ENTITY    2f ENTITY'S STATE   2g. ENTITY'S ORGANIZATIONAL I.D. #, if any
                             ADD'NL INFO RE                             OR COUNTRY OF                      
                             ENTITY DEBTOR                              ORGANIZATION                                        [ ] NONE
====================================================================================================================================
3. SECURED PARTY'S (ORIGINAL S/P or ITS TOTAL ASSIGNEE) EXACT FULL LEGAL NAME - insert only one secured party name (3a or 3b).
------------------------------------------------------------------------------------------------------------------------------------
      3a. ENTITY'S NAME
      ------------------------------------------------------------------------------------------------------------------------------
      IMPERIAL BANK
OR    ------------------------------------------------------------------------------------------------------------------------------
      3b. INDIVIDUAL'S LAST NAME          FIRST NAME                 MIDDLE NAME                SUFFIX

------------------------------------------------------------------------------------------------------------------------------------
3c. MAILING ADDRESS                       CITY                       STATE    COUNTRY        POSTAL CODE
    701 "B" Street                        San Diego                  CA                      92101-8120
====================================================================================================================================
4. This FINANCING STATEMENT covers the following types or items of property.
   All equipment  acquired by Debtor  subsequent to October 21, 1995,  and prior to March 31, 1998, wherever located including all 
   proceeds thereof.
====================================================================================================================================
5. CHECK [ ]    THIS FINANCING  STATEMENT is signed by the Secured Party instead    7. If filed in Florida (check one)
   BOX          of the Debtor to perfect a security  interest (a) in  collateral       [ ] Documentary      [ ] Documentary stamp
(if applicable) already  subject to a security  interest on another  jurisdiction          stamp tax paid       tax not applicable
                when it was  brought  into  this  state,  or when  the  debtor's
                location  was  changed to this state or (b) in  accordance  with
                other statutory provisions (additional data may be required)
====================================================================================================================================
6. REQUIRED SIGNATURE(S)     MATRIX PHARMACEUTICAL, INC.                            8. [ ] This FINANCING STATEMENT is to be filed 
                                                                                           (for record) (or recorded) in the REAL 
                                                                                           ESTATE RECORDS
By: /s/ J.R. GLYNN                                                                         Attach Addendum           [if applicable]
------------------------------------------------------------------------------------------------------------------------------------
Jim Glynn, CEO/CFO Secretary                                                        9. Check to REQUEST SEARCH CERTIFICATE(S) on
                                                                                       Debtor(s)
                                                                                       [ADDITIONAL FEE] (optional)        
                                                                                       [X] All Debtors  [ ] Debtor 1  [ ] Debtor 2
====================================================================================================================================
(5) SECURED PARTY COPY - NATIONAL FINANCING STATEMENT (FORM UCC1)                            Imperial Bank    Los Angeles, CA 90009
    (TRANS) (REV. 12/18/95)                                                                  P.O. Box 92991   310-417-5600
</TABLE>
<PAGE>

                               [GRAPHIC OMITTED]

                                 IMPERIAL BANK
                                  Member FDIC

                     CORPORATE RESOLUTION REGARDING CREDIT


OFFICE: San Diego Regional              Address: 701 "B" Street
                                                 San Diego, CA 92101




RESOLVED, that MATRIX PHARMACEUTICAL, INC.

borrow from  IMPERIAL  BANK,  hereinafter  referred to as "Bank",  from time to.
time,  such  sums of money as,  in the  judgement  of the  officer  or  officers
hereinafter  authorized,   this  corporation  may  require;  provided  that  the
aggregate amount of such borrowing,  pursuant to this  resolution,  shall not at
any one time exceed the principal sum of --- TEN  MILLION AND 00/100 --- DOLLARS
($_________________________________),  in  addition  to  such  amount  as may be
otherwise authorized;

RESOLVED FURTHER, that any       one         of the following named officers
                           ---------------
                           (Specify Number)


Jim Glynn                          the  CEO/CFO/Secretary
----------------------------------      ----------------------------------------
                                   the
----------------------------------      ----------------------------------------
                                   the
----------------------------------      ----------------------------------------
                                   the
----------------------------------      ----------------------------------------
                                   the
----------------------------------      ----------------------------------------

of this corporation  (the officer or officers acting in combination,  authorized
to act pursuant hereto being hereinafter  designated as "authorized  officers"),
be and they are hereby authorized, directed and empowered, for and on behalf and
in the name of this  corporation  (1) to  execute  and  deliver to the Bank such
notes or other evidences of  indebtedness of this  corporation for the monies so
borrowed,  with interest  thereon,  as the Bank may require,  and to execute and
deliver,  from  time to time,  renewals  or  extensions  of such  notes or other
evidences of indebtedness;  (2) to grant a security  interest in,  transfer,  or
otherwise  hypothecate  or deed in trust for Bank's  benefit and deliver by such
instruments  in writing or otherwise as may be demanded by the Bank,  any of the
property  of this  corporation  as may be  required  by the Bank to  secure  the
payment of any notes or other  indebtedness of this corporation or third parties
to the Bank,  whether arising pursuant to this resolution or otherwise;  and (3)
to perform all acts and execute and deliver all  instruments  which the Bank may
deem necessary to carry out the purposes of this resolution;

      RESOLVED  FURTHER,  that said  authorized  officers be and they are hereby
authorized and empowered,  and that any one of said  authorized  officers be and
he/she is hereby  authorized  and  empowered (1) to discount with or sell to the
Bank  conditional  sales  contracts,   notes,   acceptances,   drafts,  bailment
agreements,  leases,  receivables and evidences of indebtedness  payable to this
corporation,  upon such terms as may be agreed upon by them and the Bank, and to
endorse  in the  name of  this  corporation  said  notes,  acceptances,  drafts,
bailment  agreements,  leases,  receivables  and  evidences of  indebtedness  so
discounted,  and to  guarantee  the payment of the same to the Bank,  and (2) to
apply for and obtain from the Bank letters of credit and in connection therewith
to execute  such  agreement,  applications,  guarantees,  indemnities  and other
financial undertakings as Bank may require;

      RESOLVED  FURTHER,  that said  authorized  officers are also authorized to
direct the disposition of the proceeds of any such obligation,  and to accept or
direct  delivery from the Bank of any property  of this  corporation at any time
held by the Bank; 

      RESOLVED  FURTHER,  that the  authority  given  hereunder  shall be deemed
retroactive  and any and all acts  authorized  hereunder  performed prior to the
passage of this resolution are hereby ratified and affirmed;

      RESOLVED  FURTHER,  that this  resolution  will continue in full force and
effect  until  the Bank  shall  receive  official  notice in  writing  from this
corporation of the revocation  thereof by a resolution duly adopted by the Board
of Directors of this corporation, and that the certification of the Secretary of
this  corporation  as to the  signatures  of the above  named  persons  shall be
binding on this corporation.

      I, Jim Glynn, Secretary of the above named corporation, duly organized and
existing  under the laws of the State of  Delaware,  do hereby  certify that the
foregoing  is a full,  true and  correct  copy of a  resolution  of the Board of
Directors  of said  corporation,  duly and  regularly  passed and adopted by the
Board of Directors of said corporation.

      I further  certify that said  resolution is still in full force and effect
and has not been amended or revoked,  and that the specimen signatures appearing
below are the signatures of the officers authorized to sign for this corporation
by virtue of said resolution.

      EXECUTED ON October 8, 1997

             AUTHORIZED SIGNATURES:

Signature: /s/ J.R. Glynn
           ----------------------------
           Jim Glynn
                                              /s/ J.R. Glynn
Signature: ----------------------------     ------------------------------------
                                                   (Secretary)
Signature: ----------------------------     Jim Glynn

Signature: ----------------------------

Signature: ----------------------------

L 550 (Rev 7/97)



<PAGE>

                               [GRAPHIC OMITTED]

                                 IMPERIAL BANK
                                  Member FDIC

                         AGREEMENT TO PROVIDE INSURANCE
                          (REAL OR PERSONAL PROPERTY)

TO: IMPERIAL BANK               Date: October 8, 1997                 
    701 "B" Street                                                    
    San Diego, CA 92101         Borrower: Matrix Pharmaceutical, Inc. 
                                




In  consideration  of a loan in the  amount of  $10,000,000.00,  secured  by all
tangible personal property including equipment.

I/We agree to obtain adequate  insurance  coverage to remain in force during the
term of the loan.

I/We also agree to advise the below  named  agent to add  Imperial  Bank as loss
payee on the new or  existing  insurance  policy,  and to furnish  Bank at above
address  with a copy of said  policy/endorsements  and  any  subsequent  renewal
policies.

I/We understand that the policy must contain:

     1. Fire and extended coverage in an amount sufficient to cover:

        a) The amount of the loan, OR

        b) All existing encumbrances, whichever is greater,

        But not in excess of the  replacement  value of the  improvements on the
        real property.

     2. Lender's  "Loss Payable"  Endorsement  Form 438 BFU in favor of Imperial
        Bank, or any other form acceptable to Bank.

                             INSURANCE INFORMATION

Insurance Co./Agent:                              Telephone No.:

Agent's Address:


                                 MATRIX PHARMACEUTICAL, INC.

                         Signature of Obligor: By:  /s/ J.R. Glynn
                                               ---------------------------------
                                                 Jim Glynn, CEO/CFO/Secretary


                         Signature of Obligor:
                                               ---------------------------------

================================================================================


--------------------------------------------------------------------------------
FOR BANK USE ONLY

INSURANCE VERIFICATION:                     Date:
                                                  ------------------------------
Person Spoken to:
                  --------------------------------------------------------------
Policy Number:
                  --------------------------------------------------------------
Effective From:                                    To:
                  ------------------------------       -------------------------
Verified By:
                  --------------------------------------------------------------

--------------------------------------------------------------------------------
L 245 E (7/97)



<PAGE>
--------------------------------------------------------------------------------
    [GRAPHIC OMITTED]                    ITEMIZATION OF AMOUNT FINANCED     
      IMPERIAL BANK                         DISBURSEMENT INSTRUCTIONS      
---------------------------              
INNOVATIVE BUSINESS BANKING
        Member FDIC

================================================================================

Name(s) MATRIX PHARMACEUTICAL, INC.                 Date October 8, 1997 
        ------------------------------------------       -----------------------
                                              
        ------------------------------------------

     $_______________ paid to you directly by Cashiers Check No. _______________
     
     $10,000,000.00   credited to deposit account No. __________________________
     
     $_______________ paid on Loan(s) No. ______________________________________
     
     $_______________ amounts paid to Bank for: ________________________________
     
     $_______________ __________________________________________________________

     Amounts paid to others on your behalf:
     
     $_______________ to _______________________________ Title Insurance Company
     
     $_______________ to Public Officials
     
     $_______________ to _______________________________________________________
     
     $_______________ to _______________________________________________________
     
     $_______________ to _______________________________________________________
     
     $_______________ to _______________________________________________________

     $10,000,000.00   SUBTOTAL (NOTE AMOUNT)

LESS $         0.00   Prepaid Finance Charge (Loan fee(s))

     $10,000,000.00   TOTAL (AMOUNT FINANCED)


Upon  consummation  of this  transaction,  this  document will also serve as the
authorization for Imperial Bank to disburse the loan proceeds as stated above.

MATRIX PHARMACEUTICAL, INC.

By:/s/ J.R. Glynn
   ------------------------------------   --------------------------------------
   Jim Glynn, CEO/CFO/Secretary


   ------------------------------------   --------------------------------------

--------------------------------------------------------------------------------

L 531 E (8/97)