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EXHIBIT 4.8  


        THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES AVAILABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED UNLESS (I) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (II) MAXIM
PHARMACEUTICALS, INC. HAS BEEN FURNISHED AN OPINION OF COUNSEL ACCEPTABLE TO IT TO THE EFFECT THAT NO REGISTRATION IS LEGALLY REQUIRED FOR SUCH TRANSFER.



	

Date of Issuance: March 2, 2004	
 	

Warrant No. #99AR-1B
	

 	
 	

Warrant To Purchase

10,000 Shares

of Common Stock as

Herein Described




  
 

    MAXIM PHARMACEUTICALS, INC.    
    
    COMMON STOCK PURCHASE WARRANT    
    


        Void after March 2, 2006 


        This
is to certify that, for value received, Fariba Ghodsian or a proper assignee (in each case, the "Holder") is entitled to purchase,
subject to the provisions of this Warrant from Maxim Pharmaceuticals, Inc., a Delaware corporation (the "Company"), at any time during the period from the date of issuance set forth above (the
"Commencement Date") to 5:00 p.m., California time, on March 2, 2006 (the "Expiration Date") at which time this Warrant shall expire and become void, Ten Thousand
(10,000) shares ("Warrant Shares") of the Company's Common Stock ("Stock"). This Warrant shall be exercisable at $13.00
(thirteen U.S. Dollars) per share (the "Exercise Price"). The number of shares of Stock to be received upon exercise of this Warrant and the Exercise Price shall be adjusted from time to time as set
forth below. This Warrant also is subject to the following terms and conditions: 


        1.    Exercise of Warrant.    Subject to the terms and conditions
hereof, this Warrant may be exercised in full upon issuance. Exercise shall be by presentation and surrender to the Company at its principal office, or at the office of any transfer agent for its
warrants ("Transfer Agent") designated by the Company, of (i) this Warrant and (ii) a signed cashier's check payable to the Company in an amount equal to the product of the Exercise
Price multiplied by the number of Warrant Shares being purchased upon such exercise. If this Warrant is exercised in part only, the Company or Transfer Agent shall, as soon as practicable after
presentation of this Warrant upon such exercise, execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to purchase the balance of the Warrant Shares purchasable
hereunder upon the same terms and conditions herein set forth. Upon and as of receipt by the Company or Transfer Agent of such properly completed and duly executed purchase form accompanied by payment
as herein provided, the Holder shall be deemed to be the Holder of record of the shares of Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such shares of Stock shall not then actually be delivered to the Holder. 


        2.    Cashless Exercise.    



        2.1   In addition to the method of payment set forth in Section 1 and in lieu of any cash payment required thereunder,
the Holder of the Warrant will have the right to exercise the vested portion of the Warrant, in full or in part, by surrendering the Warrant certificate in the manner specified in Section 1 in
exchange for a number of shares equal to the number of shares of Stock 



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as
to which the Warrant is being exercised, multiplied by the quotient derived from dividing (i) the per share Market Price (defined in Section 2.2 below), by (ii) an amount equal
to the difference between the per share Market Price and the Exercise Price. 



        2.2   "Market Price shall be the last reported sale price, or in the case no such reported sales takes place on such day, the
average of the last reported sales prices for the last three (3) trading days, in either case as reported by the principal United States exchange on which the Common Stock is listed, on the
date on which the Annex A form attached hereto is delivered to the Company. 




        3.    [Reserved]    



        4.    Reservations of Shares.    The Company shall, at all times until
the expiration of this Warrant, reserve for issuance and delivery upon exercise of this Warrant the number of Warrant Shares as shall be required for issuance and delivery upon any unexercised portion
of this Warrant. 


        5.    Fractional Shares.    The Company shall not issue any fractional
shares nor scrip representing fractional shares upon exercise of any portion of this Warrant. 



        6.    No Rights as Shareholder.    This Warrant shall not entitle the
Holder to any rights as a shareholder of the Company, either at law or in equity. The rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company
except to the extent set forth herein. 


        7.    Adjustments in Number and Exercise Prices of Warrant Shares.    



        7.1   The number of shares of Stock for which this Warrant may be exercised and the Exercise Price therefor shall be subject to
adjustments as follows: 



        (a)   If the Company is recapitalized through the subdivision or combination of its outstanding shares of Stock into a larger
or smaller number of shares, the number of shares of Stock for which this Warrant may be exercised shall be increased or reduced, as of the record date for such recapitalization, in the same
proportion as the increase or decrease in the outstanding shares of Stock, and the Exercise Price shall be adjusted so that the aggregate amount payable for the purchase of all of the Warrant Shares
issuable hereunder immediately after the record date for such recapitalization shall equal the aggregate amount so payable immediately before such record date. 


        (b)   If the Company declares a dividend on Stock payable in Stock or securities convertible into Stock, the number of shares
of Stock for which this Warrant may be exercised shall be increased as of the record date for determining which holders of Stock shall be entitled to receive such dividend, in proportion to the
increase in the number of outstanding shares (and shares of Stock issuable upon conversion of all such securities convertible into Stock) of Stock as a result of such dividend, and the Exercise Price
shall be adjusted so that the aggregate amount payable for the purchase of all the Warrant Shares issuable hereunder immediately after the record date for such dividend shall equal the aggregate
amount so payable immediately before such record date. 




        7.2   In the event of any reorganization or reclassification of the outstanding shares of Stock (other than a change in par
value or from no par value to par value, or from par value to no par value, or as a result of a subdivision or combination) or in the event of any consolidation or merger of the Company with another
entity after which the Company is not the surviving entity, at any time prior to the expiration of this Warrant, upon subsequent exercise of this Warrant the Holder shall have the right to receive the
same kind and number of shares of Stock and other securities, cash or other property as would have been distributed to the Holder upon such reorganization, reclassification, consolidation or merger
had the Holder exercised this Warrant 



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immediately
prior to such reorganization, reclassification, consolidation or merger, appropriately adjusted for any subsequent event described in this Section 5. The Holder shall pay upon such
exercise the Exercise Price that otherwise would have been payable pursuant to the terms of this Warrant. If any such reorganization, reclassification, consolidation or merger results in a cash
distribution in excess of the then applicable Exercise Price, the Holder may, at the Holder's option, exercise this Warrant without making payment of the Exercise Price, and in such case the Company
shall, upon distribution to the Holder, consider the Exercise Price to have been paid in full, and in making settlement to the Holder, shall deduct an amount equal to the Exercise Price from the
amount payable to the Holder. In the event of any such reorganization, merger or consolidation, the corporation formed by such consolidation or merger or the corporation which shall have acquired the
assets of the Company shall execute and deliver a supplement hereto to the foregoing effect, which supplement shall also provide for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided in this Warrant. 


        7.3   If the Company shall, at any time before the expiration of this Warrant, dissolve, liquidate or wind up its affairs, the
Holder shall have the right to receive upon exercise of this Warrant, in lieu of the shares of Stock of the Company that the Holder otherwise would have been entitled to receive, the same kind and
amount of assets as would have been issued, distributed or paid to the Holder upon any such dissolution, liquidation or winding up with respect to such Stock receivable upon exercise of this Warrant
on the date for determining those entitled to receive any such distribution. If any such dissolution, liquidation or winding up results in any cash distribution in excess of the Exercise Price
provided by this Warrant, the Holder may, at the Holder's option, exercise this Warrant without making payment of the Exercise Price and, in such case, the Company shall, upon distribution to the
Holder, consider the Exercise Price to have been paid in full and, in making settlement to the Holder, shall deduct an amount equal to the Exercise Price from the amount payable to the Holder. 


        7.4   The Company may retain a firm of independent public accountants of recognized standing (who may be any such firm
regularly employed by the Company) to make any computation required under this Section 5, and a certificate signed by such firm shall be conclusive evidence of the correctness of any
computation made under this Section 5. 




        8.    Investment Representations.    



        8.1   The Holder represents and warrants that she is acquiring the Warrant, and upon exercise will hold the Warrant Shares,
solely for her account for investment and not with a view to or for sale or distribution of said Warrant or Warrant Shares or any part thereof. The Holder also represents that the entire legal and
beneficial interests of the Warrant and Warrant Shares the Holder is acquiring is being acquired for, and will be held for, her account only. 



        8.2   The Holder understands that the Warrant has not been registered under the Securities Act of 1933, as amended (the "Act"),
on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding her
representations, she has in mind merely acquiring the securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Holder has no such
intention. 


        8.3   The Holder recognizes that the Warrant and Warrant Shares being acquired by her must be held indefinitely unless they are
subsequently registered under the Act or an exemption from such registration is available. The Holder recognizes that the Company has no obligation to register the Warrant or the Warrant Shares of the
Company, or to comply with any exemption from such registration. 



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        8.4   The Holder is aware that neither the Warrant nor Warrant Shares may be sold pursuant to Rule 144 adopted under the
Act unless certain conditions are met and until the Holder has held the Warrant Shares for at least two years. Among the conditions for use of the Rule is the availability of current information to
the public about the Company. The Holder understands that the Company has not made such information available and has no present plans to do so. 


        8.5   The Holder represents and warrants that she is an "accredited investor"
as such term is defined in Rule 501(a) under the Securities Act of 1933, as amended. Specifically, the Holder represents and warrants that she is an individual whose net worth exceeds
$1,000,000. 




        9.    Transfer, Exchange, Assignment or Loss of Warrant.    



        9.1   This Warrant may be transferred, in whole or in part, subject to the following restrictions. This Warrant and the Warrant
Shares or any other securities ("Other Securities") received upon exercise of this Warrant shall be subject to restrictions on transferability until registered under the Act, unless an exemption from
registration is available. Until this Warrant and the Warrant Shares or Other Securities are so registered, this Warrant and any certificate for Warrant Shares or Other Securities issued or issuable
upon exercise of this Warrant shall contain a legend on the face thereof, in form and substance
satisfactory to counsel for the Company, stating that this Warrant, the Warrant Shares or Other Securities may not be sold, transferred or otherwise disposed of unless, in the opinion of counsel
(which counsel and which opinion shall be satisfactory to the Company), that the Warrant, the Warrant Shares or Other Securities may be transferred without such registration. 


        9.2   Any transfer permitted hereunder shall be made by surrender of this Warrant to the Company at its principal office or to
the Transfer Agent at its offices with a duly executed request to transfer the Warrant, which shall provide adequate information to effect such transfer and shall be accompanied by funds sufficient to
pay any transfer taxes applicable. Upon satisfaction of all transfer conditions, the Company or Transfer Agent shall, without charge, execute and deliver a new Warrant in the name of the transferee
named in such transfer request, and this Warrant promptly shall be canceled. 


        9.3   Upon receipt by the Company of evidence satisfactory to it of loss, theft, destruction or mutilation of this Warrant and,
in the case of loss, theft or destruction, of reasonably satisfactory indemnification, or, in the case of mutilation, upon surrender of this Warrant, the Company will execute and deliver, or instruct
the Transfer Agent to execute and deliver, a new Warrant of like tenor and date, and any such lost, stolen or destroyed Warrant thereupon shall become void. 


        9.4   Each Holder of this Warrant, the Warrant Shares and any Other Securities shall indemnify and hold harmless the Company,
its directors and officers, and each other person, if any, who controls the Company, against any losses, claims, damages or liabilities, joint or several, to which the Company or any such director,
officer or any such person may become subject under the Act or any statute or common law, insofar as such losses, claims, damages or liabilities, or actions in respect thereof, arise out of or based
upon the disposition by such Holder of the Warrant, the Warrant Shares or Other Securities in violation of this Warrant. 



        9.5   The terms and conditions of this Warrant shall be binding upon any permitted assignee and successor of the Holder. Any
such successor or assignee shall be obligated to and shall immediately execute an instrument which provides that such party is bound under the terms of this Warrant. Any transfer, assignment or other
disposition without such execution by the proposed transferee, assignee or successor shall be null and void. 




        10.    Governing Law.    This Warrant shall be governed by and
construed in accordance with the laws of the State of California, as such laws are applied to contracts entered into and wholly to be performed within the State of California. 


        11.    Entire Agreement.    The undersigned Holder agrees that this
Warrant sets forth the entire understanding between the such Holder and the Company with respect to the obligation of the Company to issue additional shares of Stock to such Holder and supersedes all
prior oral and written agreements on that subject, including any prior common stock purchase warrant issued to the Holder. 


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        IN WITNESS WHEREOF, the Company and Holder have executed this Warrant as of this 2nd day of March, 2004. 



	
FARIBA GHODSIAN	
 	

MAXIM PHARMACEUTICALS, INC.
	

By:	

/s/  FARIBA GHODISIAN      
	
 	

By:	

/s/  LARRY G. STAMBAUGH      
 Larry G. Stambaugh

Chairman of the Board, President

and Chief Executive Officer




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   ANNEX A  


(To be executed upon exercise of Warrant) 


        The
undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to purchase
                         shares of Common Stock
and herewith tenders payment for such shares of Common Stock to the order of Maxim Pharmaceuticals, Inc. in the amount of
$                         in accordance with the
terms hereof. The undersigned requests that a certificate for such shares of Common Stock be registered in the name of
                                         
        whose address is
                                         
       . If said numbers of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new
Warrant representing the remaining balance of the shares of Common Stock be registered in the name of and that such Warrant be delivered to
                                         
       , whose address
is
                                         
       . 


Dated:                         



Signature:                          


Tax
Identification Number:                          


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MAXIM PHARMACEUTICALS, INC. COMMON STOCK PURCHASE WARRANT