FARNEY STOCK PLEDGE AGREEMENT


THIS FARNEY STOCK PLEDGE  AGREEMENT (the  "Agreement")  is entered into at Santa
Barbara,  California on the date hereinafter set forth by and between MICHAEL D.
FARNEY and SALLY FARNEY, jointly and severally  (collectively referred to herein
as the "Debtor") and MIRAVANT MEDICAL TECHNOLOGIES (the "Secured Party").

WHEREAS:

     A.   The Debtor is the owner of Four Hundred Five Thousand (405,000) shares
          (the "Shares") of the Common Stock of the Secured Party;

     B.   The Secured Party has previously granted the obligations of the Debtor
          to SANWA BANK ("Sanwa"),  Obligation  Number ***** (the "Sanwa Loan"),
          and the Sanwa Loan has been extended and will mature as of October 31,
          1999;

     C.   Sanwa has agreed to extend  the Sanwa  Loan for a one (1) year  period
          through  October 31,  2000 on the  condition  that the  Secured  Party
          becomes the holder of the Shares,  as a pledge holder and the security
          interest therein,  and to provide for the liquidation of the Shares as
          hereinafter provided;

     D.   The Secured Party is prepared to extend its granting of the Sanwa Loan
          on the condition that the Secured Party  receives a security  interest
          in and becomes the pledge holder of the Shares;

     E.   The Debtor has provided  certain other collateral to the Secured Party
          and this Agreement and the collateral created herein is in addition to
          any other collateral provided hereby; and

     F.   The Debtor has agreed to pledge all of the Shares to the Secured Party
          to secure the Debtor's obligations to the Secured Party.

NOW,  THEREFORE,  for value  received,  the receipt and  sufficiency of which is
hereby acknowledged,  the Debtor hereby conveys, assigns, transfers and delivers
and grants to the Secured Party as pledge holder and creates a security interest
in and to the Shares  (herein called the  "Collateral")  in favor of the Secured
Party.

     1.   COLLATERAL.  The  Collateral  hereunder  shall  be  comprised  of  the
          following:

          (a)  The Shares;

          (b)  Stock  Powers  executed in blank with  respect to the Shares (the
               "Stock Powers"); and

          (c)  The proceeds, products,  additions,  substitutions and accessions
               of and to any and all of the foregoing.

To have and to hold the Collateral, together with all rights, titles, interests,
liens,  privileges,  claims,  demands  and  equities  existing  and to  exist in
connection therewith as security therefor unto the Secured Party, its successors
and assigns.

     2.   OBLIGATIONS SECURED. This Agreement is granted to the Secured Party to
          secure  the Sanwa  Loan and the  repayment  of the  Sanwa  Loan by the
          Debtor,  in full,  and the  indemnification  of the  Secured  Party in
          accordance with the terms of that certain agreement dated February 27,
          1998 and as amended on August 4, 1999 (herein collectively referred to
          as the "Obligations") including:

          (a)  The reimbursement when due of all amounts which might be advanced
               by the Secured  Party to satisfy  amounts  required to be paid by
               the Debtor under this Agreement, or under any other instrument at
               any time  executed in  connection  with,  or as security for, the
               amount  of any  part of the  Obligations  or any  amount  secured
               hereby or to pay any taxes, insurance premiums, liens, claims and
               charges against any or all of the  Collateral,  or any properties
               covered by any  instrument  executed,  or to be executed,  by the
               Debtor  to  secure  any  part of the  Obligations  or any  amount
               secured  hereby,  together  with  interest  thereon to the extent
               provided;

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          (b)  The  reimbursement  and  payment by the  Debtor of all  advances,
               charges,  costs and expenses (including attorneys' fees and legal
               expenses)  incurred by the Secured Party in  connection  with the
               Obligations  or any amount  secured  hereby and in exercising any
               right,  power or remedy  conferred  by this  Agreement  or by law
               (including,  but  not  limited  to,  attorneys'  fees  and  legal
               expenses  incurred  by the  Secured  Party in the  collection  of
               instruments  deposited with or purchased by the Secured Party and
               amounts incurred in connection with the operation, maintenance or
               foreclosure of the Collateral); and

          (c)  The   performance   and  payment  by  the  Debtor  of  all  their
               Obligations  under  this  Agreement,  or any  other  document  or
               agreement  now or hereafter  executed in  connection  with, or as
               security for, any part of the Obligations,  or any amount secured
               hereby.

     3.   VOTING  AND OTHER  RIGHTS.  Until an Event of  Non-Cured  Default  (as
          hereinafter defined),  the Debtor will retain (i) all voting rights to
          which the Debtor may be entitled  with respect to the  Collateral  and
          (ii) the right to receive any notices,  proxies,  or other  materials,
          and cash dividends  (other than such dividends in connection  with the
          liquidation or winding-up of any issuer)  provided to  shareholders by
          the  issuer  of the  Shares.  Commencing  on the  date of an  Event of
          Default (as hereinafter defined), and at any time thereafter until the
          Obligations  has been paid in full, the Secured Party shall have, with
          respect to the Shares, the option, at its discretion,  to exercise all
          voting rights as to all of the Shares and all other  corporate  rights
          and powers  attendant  thereto.  This  Agreement  shall  constitute an
          irrevocable  proxy (being  coupled with an  interest)  empowering  the
          Secured  Party to exercise all voting and other rights with respect to
          the  Collateral  upon  the  occurrence  of an  Event  of  Default  (as
          hereinafter  defined)  without  further  notice to the Debtor.  If the
          Event of Default is cured by the Debtor,  within the  applicable  cure
          period, then its rights set forth above shall be reinstated.

     4.   POSSESSION  OF  COLLATERAL.  Simultaneously  upon  execution  of  this
          Agreement,  the Debtor  shall  direct  Sanwa to deliver to the Secured
          Party,  in pledge,  the  certificate  representing  the Shares and the
          Stock Powers duly executed by the Debtor.

     5.   LIQUIDATION OF COLLATERAL.  The Debtor authorizes the Secured Party to
          liquidate the  Collateral in accordance  with the terms of the Account
          Control Agreement  attached hereto as Exhibit A. All proceeds from the
          liquidation of the Collateral will be applied to the Sanwa Loan.

     6.   FURTHER ASSURANCES.  The Debtor will sign, execute,  deliver and file,
          alone or with the Secured  Party,  any financing  statement,  security
          agreements  or other  documents,  or procure  any  document  as may be
          requested by the Secured Party, from time to time, to confirm, perfect
          and preserve the security  interest  created  hereby and, in addition,
          the Debtor hereby  authorizes the Secured Party to execute and deliver
          on  behalf  of the  Debtor  and to  file  such  financing  statements,
          security  agreements and other documents  without the signature of the
          Debtor.  The Debtor  shall do all such  additional  and further  acts,
          things,  deeds,  give such assurances and execute such  instruments as
          the Secured  Party  requires to vest more  completely in and assure to
          the Secured Party its rights under this Agreement.

     7.   EXPENSES.  The  Debtor  agrees  to pay to the  Secured  Party,  at the
          Secured  Party's  offices,  as specified  in  Paragraph 23 below,  all
          advances,  charges,  costs and expenses (including attorneys' fees and
          legal  expenses)  incurred by the  Secured  Party in  connection  with
          protecting  the Secured  Party  against the claims or interests of any
          third person  against the  Collateral,  and in  exercising  any right,
          power or remedy  conferred by pledge  agreement or by law  (including,
          but not limited to, attorneys' fees and legal expenses incurred by the
          Secured  Party in the  collection  of  instruments  deposited  with or
          purchased by the Secured Party and amounts incurred in connection with
          the  operation,  maintenance  or  foreclosure  of  any  or  all of the
          Collateral).  The  amount  of all such  advances,  charges,  costs and
          expenses  shall be due and payable by the Debtor to the Secured  Party
          upon demand, together with interest thereon from the date of demand at
          the maximum rate of nonusurious interest allowed by law.

     8.   RIGHTS AND REMEDIES WITH RESPECT TO  COLLATERAL.  The Secured Party is
          hereby fully  authorized  and empowered  (without the necessity of any
          further  consent or  authorization  from the  Debtor) and the right is
          expressly  granted  to  the  Secured  Party,  and  the  Debtor  hereby
          constitutes, appoints and makes the Secured Party as the Debtor's true
          and lawful  Attorney  and  Agent-in-Fact  for the  Debtor,  and in the
          Debtor's name, place and stead with full power of substitution, in the
          Secured  Party's  name  or the  Debtor's  name or  otherwise,  for the
          Secured  Party's  sole use and benefit,  but at the Debtor's  cost and
          expense,  to exercise,  without  notice,  all or any of the  following
          powers at any time  following  the  occurrence of an Event of Default,
          with respect to all or any of the Collateral:  transfer to or register
          in the name of the Secured  Party or any nominee of the Secured  Party
          or any  purchaser  of any of the  Collateral,  and  whether  or not so
          transferred  or  registered,  to  receive  the  income  and  dividends
          thereon,  including cash and stock dividends,  stock splits and rights
          to subscribe,  and to hold the same as part of the  Collateral  and/or
          apply  the  same  as  hereinafter  provided;  to  exchange  any of the
          Collateral for other property upon reorganization, recapitalization or
          other  readjustment and in connection  therewith to deposit any of the
          Collateral  with any  committee or  depository  upon such terms as the
          Secured  Party  may  determine;  after the  occurrence  of an Event of
          Default  hereunder,  to exercise voting and all other rights as to any
          of the Collateral,  all without notice and without liability except to
          account for property actually received by the Secured Party, provided,
          however,  the Secured  Party shall be under no  obligation  or duty to
          exercise  any of the  powers  hereby  conferred  upon it and  shall be
          without liability for any act or failure to act in connection with the
          collection  of,  or  the   preservation  of  any  rights  under,   any
          Collateral.

     9.   EVENT OF DEFAULT. The occurrence of any of the following, whatever the
          reason therefor, shall constitute an Event of Default:

     9.1  Non-payment.  The Debtor  fails to pay any amount owing to the Secured
          Party  under the  Obligations,  or after  notice to the  Debtor by the
          Secured Party, and such failure  continues for a period of thirty (30)
          days after the due date;

     9.2  Non-performance.  The Debtor  fails to  perform  or observe  any other
          terms, covenant or agreement contained under the Obligations, and such
          failure  continues  uncured for a period of thirty (30) days following
          the Secured Party's  delivery of written notice of such failure to the
          Debtor,  provided,  however, if said default be such that it cannot be
          corrected  within such  period,  it shall not  constitute  an Event of
          Default if corrective  action is instituted by the Debtor, as the case
          may be, within such period and diligently pursued until the default is
          cured;

     9.3  Bankruptcy. The Debtor files or is subject to any proceeding under the
          Federal  Bankruptcy  Code, any assignment for the benefit of creditors
          or any other similar remedy or proceeding  under state or federal law,
          unless  such  proceeding  is  involuntary  and  is  dismissed   within
          seventy-five (75) days of its institution; or

     9.4  Levy.  Any material  portion of the  Collateral  is attached or levied
          upon,  or a receiver or keeper is appointed  for the Debtor,  and such
          attachment,  levy or receiver or keeper is not  removed  within  sixty
          (60) days.

     10.  DEFAULT  REMEDIES.  If all or any part of the Obligations shall become
          due and payable, as specified in Paragraph 9 hereof, the Secured Party
          may then, or at any time thereafter,  apply, set-off, collect, sell in
          one or more sales,  lease, or otherwise  dispose of, any or all of the
          Collateral,  in its  then  condition  or  following  any  commercially
          reasonable  preparation  or  processing,  in such order as the Secured
          Party may  elect,  and any such  sale may be made  either at public or
          private sale at its place of business or elsewhere, or at any brokers'
          board or  securities  exchange,  either for cash or upon credit or for
          future delivery, at such price as the Secured Party may deem fair, and
          the Secured  Party may be the  purchaser of any or all  Collateral  so
          sold and may hold the same  thereafter  in its own right free from any
          claim of the  Debtor  or  right of  redemption.  No such  purchase  or
          holding  by the  Secured  Party  shall be  deemed a  retention  by the
          Secured Party in satisfaction of the Obligations.  All advertisements,
          and the  presentment  of  property  at sale,  are hereby  waived.  If,
          notwithstanding the foregoing provisions,  any applicable provision of
          the Uniform Commercial Code or other law requires the Secured Party to
          give  reasonable  notice  of any  such  sale or  disposition  or other
          action,   five  (5)  days'  prior  written  notice  shall   constitute
          reasonable  notice.  The  Secured  Party  may  require  the  Debtor to
          assemble any Collateral not in the Secured Party's possession and make
          it available to the Secured Party at a place designated by the Secured
          Party which is convenient to the Secured Party. Any sale hereunder may
          be conducted by an  auctioneer  or any officer or agent of the Secured
          Party. In addition to any and all remedies  provided herein, or in any
          of the  documents  or  instruments  executed  in favor of the  Secured
          Party,  the Secured Party shall have and possess all of the rights and
          remedies of a secured  party under the Uniform  Commercial  Code as in
          effect in the State of California.

     11.  PRIVATE  SALE.  The Debtor  recognizes  that the Secured  Party may be
          unable to effect a public  sale of all or a part of the Shares and may
          be compelled  to resort to one or more  private  sales to a restricted
          group of  purchasers  who will be  obligated  to  agree,  among  other
          things,  to acquire the Shares for their own account,  for  investment
          and not with a view to the distribution or resale thereof.  The Debtor
          acknowledges that any such private sales may be at prices and on terms
          less  favorable  to the Secured  Party than those of public  sales and
          that  substantial  brokers'  and/or  finders'  fees may be incurred in
          connection  therewith,  and agrees  that such  private  sales and fees
          shall be  deemed  to have been  made and  incurred  in a  commercially
          reasonable  manner and that the  Secured  Party has no  obligation  to
          delay  sale of any of the  Shares  to permit  the  issuer  thereof  to
          register it for public sale under the applicable laws.

     12.  PROCEEDS OF SALE. After all or any part of the Obligations becomes due
          and payable as specified  in  Paragraph 9 hereof,  the proceeds of any
          sale or other disposition of the Collateral,  and all sums received or
          collected by the Secured  Party from or on account of the  Collateral,
          shall be first applied by the Secured Party to the Sanwa Loan and then
          for reimbursement of Secured Party's expenses, costs and advances.

     13.  DEFICIENCY.  The Debtor shall remain  liable to the Secured  Party for
          the Obligations,  advances, costs, charges and expenses, together with
          interest  thereon at the maximum rate of nonusurious  interest allowed
          by law,  on all  amounts  remaining  unpaid  and  shall  pay the  same
          immediately to the Secured Party at the Secured Party's offices.

     14.  SECURED  PARTY'S  DUTIES.  The  Secured  Party  shall be under no duty
          whatsoever to make or give any  presentment,  demand for  performance,
          notice  of  nonperformance,  protest,  notice  of  protest,  notice of
          dishonor,  or other notice or demand in connection with any Collateral
          or the  Obligations,  or to take any steps  necessary  to preserve any
          rights  against prior  parties.  The Secured Party shall not be liable
          for failure to collect or realize upon the  Obligations or Collateral,
          or for any delay in so doing, nor shall the Secured Party be under any
          duty to take any action  whatsoever with regard  thereto.  The Secured
          Party shall use reasonable care in the custody and preservation of any
          Collateral in its possession,  but need not take any steps to keep the
          Collateral  identifiable.  The  Secured  Party  shall  have no duty to
          comply  with  any  recording,  filing,  or  other  legal  requirements
          necessary  to  establish  or  maintain  the   validity,   priority  or
          enforceability  of, or the Secured Party's rights in or to, any of the
          Collateral.

     15.  SECURED  PARTY'S  ACTIONS.  The Debtor waives any right to require the
          Secured Party to proceed against any person, exhaust any collateral or
          pursue any other remedy in the Secured  Party's  power,  whether under
          this  Agreement or otherwise;  waives any and all notice of acceptance
          of this Agreement or of creation,  modification,  renewal or extension
          for any period of the  Obligations  from time to time; and waives,  to
          the fullest extent permitted by applicable law, any defense arising by
          reason of any disability or other defense of any debtor,  or by reason
          of the  cessation  from any cause  whatsoever  of the liability of any
          debtor. Until the Obligations shall have been paid in full, the Debtor
          shall have no right to subrogation, and the Debtor waives any right to
          enforce any remedy  which the Secured  Party now has or may  hereafter
          have  against any other person or entity and waives any benefit of and
          any right to participate in any Collateral or security  whatsoever now
          or hereafter  held by the Secured  Party.  The Debtor  authorizes  the
          Secured  Party,  without  notice or demand  and  without  any  further
          reservation  of rights against the Debtor,  and without  affecting the
          Debtor's liability hereunder or on the Obligations, from time to time,
          to (a) take and hold any other property as collateral,  other than the
          Collateral, for the payment of the Obligations, and exchange, enforce,
          waive and release any or all of the Collateral or such other property;
          (b) apply the  Collateral or such other  property and direct the order
          or manner of sale thereof as the Secured Party, in its discretion, may
          determine;  (c) renew,  extend  for any  period,  accelerate,  modify,
          compromise,  settle or release the  obligations of any other person or
          entity with respect to the  Obligations or Collateral;  or (d) release
          or substitute  the Debtor or any other persons or entity liable on the
          Obligations.

     16.  TRANSFER OF OBLIGATIONS AND COLLATERAL. The Secured Party may transfer
          the  Obligations  and, upon any such  transfer,  the Secured Party may
          transfer any or all of the  Collateral  and shall be fully  discharged
          thereafter  from all  liability  with  respect  to the  Collateral  so
          transferred,  and the  transferee  shall be  vested  with all  rights,
          powers and  remedies of the Secured  Party  hereunder  with respect to
          Collateral so  transferred;  but with respect to any Collateral not so
          transferred,  the Secured  Party shall  retain all rights,  powers and
          remedies  hereby given.  The Secured Party may at any time deliver any
          or all of the  Collateral  to the  Debtor,  whose  receipt  shall be a
          complete and full acquittance for the Collateral so delivered, and the
          Secured  Party  shall  thereafter  be  discharged  from any  liability
          therefor.

     17.  CUMULATIVE  SECURITY.  The execution and delivery of this Agreement in
          no manner shall impair or affect any other security (by endorsement or
          otherwise)  for the  payment of the  Obligations.  No  security  taken
          hereafter as security for payment of the  Obligations  shall impair in
          any  manner  or  affect  this  Agreement.   Such  present  and  future
          additional security is to be considered as cumulative security.

     18.  CONTINUING   AGREEMENT.   This  is  a  continuing  agreement  and  the
          conveyance hereunder shall remain in full force and effect and all the
          rights,  powers and  remedies of the  Secured  Party  hereunder  shall
          continue  to exist until the  Obligations  is paid in full as the same
          becomes  due and  payable;  until all of the  Obligations  under  this
          Agreement have been paid in full,  and until the Secured  Party,  upon
          request of the Debtor, has executed a written  termination  statement,
          reassigned to the Debtor,  without  recourse,  the  Collateral and all
          rights  and liens  conveyed  hereby  and  returned  possession  of the
          Collateral to the Debtor.  Otherwise  this  Agreement  shall  continue
          notwithstanding  the death or  incapacity of the Debtor or the Secured
          Party,  or any other event or  proceeding  affecting the Debtor and/or
          the maker and/or obligor under this Agreement.

     19.  CUMULATIVE  RIGHTS.  The  rights,  powers and  remedies of the Secured
          Party  hereunder  shall  be in  addition  to all  rights,  powers  and
          remedies  given  by  statute  or rule of law and are  cumulative.  The
          exercise  of any  one or  more  of the  rights,  powers  and  remedies
          provided  herein  shall  not be  construed  as a waiver  of any  other
          rights,  powers  and  remedies  of  the  Secured  Party.  Furthermore,
          regardless of whether or not the Uniform  Commercial Code is in effect
          in the  jurisdiction  where  such  rights,  powers  and  remedies  are
          asserted, the Secured Party shall have the rights, powers and remedies
          of a secured  party under the State of California  Uniform  Commercial
          Code, as amended.

     20.  EXERCISE OF RIGHTS.  Time shall be of the essence for the  performance
          of any act under this  Agreement or for payment of the  Obligations by
          the Debtor,  but neither the Secured Party's  acceptance of partial or
          delinquent  payments  nor any  forbearance,  failure  or  delay by the
          Secured Party in exercising any right, power or remedy shall be deemed
          a waiver of any  Obligations  of the Debtor or of any right,  power or
          remedy of the Secured Party or preclude any other or further  exercise
          thereof;  and no single or partial  exercise  of any  right,  power or
          remedy shall preclude any other or further  exercise  thereof,  or the
          exercise of any other right, power or remedy.

     21.  REMEDY AND WAIVER.  The Secured  Party may remedy any default  without
          waiving  the  default  remedies  or  waiving  any prior or  subsequent
          default.

     22.  PRESERVATION OF LIABILITY. Neither this Agreement, nor the exercise by
          the Secured Party of (or the failure to so exercise) any right,  power
          or remedy conferred herein, or by law, shall be construed as relieving
          any person liable under this Agreement or on the Obligations from full
          liability  under such  instruments or on the  Obligations  and for any
          deficiency thereon.

     23.  NOTICES.  Any notice or demand to the Debtor under this Agreement,  or
          in connection with the Collateral, may be given and shall conclusively
          be deemed  and  considered  to have been given and  received  upon the
          deposit  thereof,  postage  prepaid,  addressed  to the  Debtor at the
          address of the Debtor  appearing on the records of the Secured  Party,
          but  actual  notice,  however  given  or  received,  shall  always  be
          effective.  For the purposes  hereof,  the addresses of the Debtor and
          the  Secured  Party  (until  notice  of a change  thereof  is given as
          provided in this Paragraph 23), shall be as follows:

If to Secured Party:                MIRAVANT MEDICAL TECHNOLOGIES
                                    336 Bollay Drive
                                    Santa Barbara, CA  93117
                                    Facsimile #805-685-7981

If to the Debtor:                   MICHAEL D. and SALLY FARNEY
                                    *****

     24.  CONSTRUCTION.  This  Agreement  has been  made in and the  conveyance,
          assignment,  transfer  and delivery has been made in, and the security
          interest  granted  hereby is granted in, and each shall be governed by
          the laws of the State of California in all respects, including matters
          of construction, validity, enforcement and performance.

     25.  AMENDMENT AND WAIVER.  This  Agreement may not be amended (nor may any
          of its terms be waived),  except in writing duly signed by the Secured
          Party and the Debtor.

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     26.  TERMS DEFINED IN UNIFORM  COMMERCIAL  CODE.  Except as the context may
          otherwise  require,  any  term  used  herein  that is  defined  in the
          California  Uniform  Commercial  Code  shall  have the  meaning  given
          therein.

     27.  INVALIDITY. If any provision of this Agreement is rendered or declared
          illegal,  invalid  or  unenforceable  by  reason  of any  existing  or
          subsequently  enacted  legislation or by a judicial decision which has
          become final, the Debtor and the Secured Party shall promptly meet and
          negotiate substitute provisions for those rendered illegal, invalid or
          unenforceable,  but all of the  remaining  provisions  shall remain in
          full force and effect.

     28.  REVERSIONARY  PAYMENT.  The Secured  Party  agrees that if the Secured
          Party  exercises its rights and obtains title to the Shares,  free and
          clear of any claims of the Debtor or third parties, and within six (6)
          months  after an Event of Default  completes  the sale and transfer of
          the  Shares in an  amount  sufficient  to pay all sums or  Obligations
          described in this  Agreement,  the Secured Party shall pay any amounts
          received by the Secured Party in excess of such sums to the Debtor.

     29.  SUCCESSORS AND ASSIGNS. The covenants, representations, warranties and
          agreements herein set forth shall be binding upon the Debtor and shall
          inure to the benefit of the Secured Party, its successors and assigns.

     30.  CONFLICTING  PROVISIONS.  To the  extent  that  any of  the  terms  or
          provisions  contained in this  Agreement are  inconsistent  with those
          contained in any other  document,  instrument  or  agreement  executed
          pursuant  hereto,  the terms and  provisions  contained  herein  shall
          control. Otherwise, such provisions shall be considered cumulative.

     31.  JURISDICTION.  This Agreement,  any notes issued hereunder, the rights
          of the parties  hereunder to and  concerning the  Collateral,  and any
          documents,  instruments or agreements  mentioned or referred to herein
          shall be governed by and construed  according to the laws of the State
          of California,  to the jurisdiction of whose courts the parties hereby
          submit.

     32.  RELIANCE.  Each  warranty,  representation,   covenant  and  agreement
          contained in this  Agreement  shall be  conclusively  presumed to have
          been relied upon by the Secured Party, regardless of any investigation
          made or  information  possessed  by the  Secured  Party  and  shall be
          cumulative and in addition to any other  warranties,  representations,
          covenants or agreements  which the Debtor shall now or hereafter give,
          or cause to be given, to the Secured Party.

     33.  WAIVER  OF JURY  TRIAL.  The  Debtor  and  the  Secured  Party  hereby
          expressly and  voluntarily  waive any and all rights,  whether arising
          under the California constitution, any rules of the California Code of
          Civil Procedure, common law or otherwise, to demand a trial by jury in
          any action, matter, claim or cause of action whatsoever arising out of
          or in any  way  related  to this  Agreement  or any  other  agreement,
          document or transaction contemplated hereby.

     34.  RESTRUCTURING AND LITIGATION EXPENSES.  In the event the Secured Party
          and the  Debtor  negotiate  for,  or enter  into,  any  restructuring,
          modification  or  refinancing  of the Sanwa Loan for the  purposes  of
          remedying  an Event of  Default,  the  Secured  Party may  require the
          Debtor to  reimburse  all of the Secured  Party's  costs and  expenses
          incurred  in  connection  therewith,  including,  but not  limited to,
          reasonable  attorneys'  fees  and  costs of any  audit  or  appraisals
          required by the Secured Party to be performed in connection  with such
          restructuring,  modification or refinancing. In the event of any suit,
          mediation,  arbitration  or other action in relation to this Agreement
          or any  document,  instrument  or agreement  executed with respect to,
          evidencing  or  securing  the Sanwa Loan,  the  prevailing  party,  in
          addition  to all  other  sums to  which it may be  entitled,  shall be
          entitled to reasonable attorneys' fees.

     35.  INDEPENDENT  COUNSEL.  NIDA & MALONEY, LLP has acted as counsel to the
          Secured Party in this matter, and they have advised the Debtor to seek
          independent counsel prior to executing this Agreement.

[Signatures on next page]


IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement in one or more
counterparts which, taken together, shall constitute one and the same Agreement,
and shall be dated as of October 27, 1999.

                                        DEBTOR:
                                        /s/ Michael D. Farney
                                        ---------------------------------------
                                        MICHAEL D. FARNEY

                                        /s/ Sally Farney
                                        ---------------------------------------
                                        SALLY FARNEY

                                        SECURED PARTY:

                                        MIRAVANT MEDICAL TECHNOLOGIES


                                        By:  /s/ Gary S. Kledzik
                                        ------------------------
                                        Name:  Gary S. Kledzik
                                        Title: CEO