AMENDMENT NO. 1

                          MIRAVANT MEDICAL TECHNOLOGIES

                       PRIVATE PLACEMENT WARRANT AGREEMENT

     WHEREAS:  The  undersigned,  hereinafter  called the  "Holder" and Miravant
Medical Technologies  (Formerly PDT, Inc.), a Delaware corporation,  hereinafter
called the  "Company"  are parties to a Miravant  Medical  Technologies  Warrant
Agreement number _____ and _____, originally issued October 3, 1997, hereinafter
collectively called the "Warrant", which grants the Holder the right to purchase
up to a total of _______ shares of Miravant Medical Technologies Common Stock at
a price of  $55.00  per share  for  ________  shares  and  $60.00  per share for
_________ shares, respectively; and

     WHEREAS: The Holder and the Company wish to amend the Warrant to reduce the
Exercise Price of the Warrant to $20.00 in  consideration of the Holder agreeing
to the following:  (i) to forfeit and cancel ______ shares, which represents 10%
of the Shares subject to the Warrant; (ii) to add a Call feature to the Warrant;
(iii) to  eliminate  the  right to  Cashless  Exercise  by the  Holder;  (iv) to
eliminate the Limitation on Exercise,  and (v) to modify the right of assignment
of the Warrant by the Holder.

     WHEREAS:  The Holder and the Company wish to  consolidate  Warrant  numbers
____ and ____ into  Warrant  number  _____ and to hereby  cancel  and  terminate
Warrant number _____.

     NOW, THEREFORE, the Warrant is hereby amended as follows

     1.  First  paragraph  of the  Warrant  is  hereby  amended  to  read in its
entirety:

     Miravant  Medical  Technologies,  a Delaware  corporation  (the "Company"),
hereby certifies that HOLDER, its permitted transferees,  designees,  successors
and assigns  (collectively,  the "Holder"),  for value received,  is entitled to
purchase  from the  Company at any time  commencing  on  October  3,  1997,  and
terminated on December 25, 2001 ("Termination Date"), which may be extended from
time to time by the Company at the Company's sole discretion, up to ________ (#)
shares (each a "Share" and  collectively  the "Shares") of the Company's  common
stock par value $.01 per Share (the  "Common  Stock"),  at an exercise  price of
Twenty Dollars ($20.00) per Share (the "Exercise  Price").  The number of Shares
purchasable  under this  Warrant,  number ___,  represent the  consolidation  of
warrant  numbers ___ and ____ and the  termination  of Warrant  number ___.  The
number of Shares  purchasable  hereunder  and the Exercise  Price are subject to
adjustment as provided in Section 4 hereof.

     2. A New  Section,  Section 1 (c), is hereby added to the Warrant and shall
read as follows: Section 1 (c) Mandatory

     Exercise.

     (1) If and only if the  average  of the  closing  prices  (as  reported  by
NASDAQ)  of  the  Common  Stock  for 10  consecutive  Trading  Days  immediately
preceding a particular  date (the "Trigger  Date") is equal to or exceeds $28.00
per share representing one or more Warrants,  the Company shall be entitled,  at
its option,  to cause the Holder of such Warrant Agreement to exercise all, or a
portion of thereof,  of the related Warrants (the "Called Warrants") as provided
herein.

     (2) If the  Company  elects to cause  the  Holder to  exercise  the  Called
Warrants,  it shall  furnish to the Holder,  at any time  following  the Trigger
Date, a written notice thereof, (the "Call Notice"),  specifying the identifying
number of the Warrant  Agreement  evidencing the Called Warrants and the Trigger
Date.

     (3) Not later than thirty (30) Days  following  Call Notice,  the Holder of
the Called Warrants shall deliver to the Company the agreement  representing the
Called  Warrants  and a  check  for  the  product  of (i)  the  Exercise  Price,
multiplied by (ii) the number of Called Warrants.

     (4) Not later  than  thirty  (30) Days  following  the  receipt  of payment
provided  in Section 1 (c) 3 above,  the  Company  will  deliver to the Holder a
stock certificate for the shares purchased hereunder.

     3. Section 1.(b) Cashless  Exercise of the Warrant is hereby  cancelled and
terminated.


     4. Section 16.  Limitation  on Exercise of the Warrant is hereby  cancelled
and terminated.


     5. Section 18. Assignment is amended to read as follows:


          18.  Assignment.  This  Warrant  may not be  assigned  or  transferred
     without the prior written  consent of the Company.  Upon the request by the
     Holder, the Company will not unreasonably withhold such consent.

     6.  In all  other  respects,  the  Miravant  Medical  Technologies  Warrant
Agreement is ratified as issued by the Company and accepted by the Holder.

     7. The Effective Date of this Amendment is November 16, 1999.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Amendment to be
effective on the date written above.

Miravant Medical Technologies                        The "Holder":

a Delaware Corporation

By:      _____________________________      By:    ___________________________
                                                                       Holder