EXHIBIT 10.41 SECOND AMENDMENT TO CONVERTIBLE SECURED PROMISSORY NOTE

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                                                                   EXHIBIT 10.41

                               SECOND AMENDMENT TO

                       CONVERTIBLE SECURED PROMISSORY NOTE

      THIS SECOND AMENDMENT TO CONVERTIBLE SECURED PROMISSORY NOTE (the "Second

Amendment") is made and entered into as of April 12, 2005, by and among

NORTHWEST BIOTHERAPEUTICS, INC., a Delaware corporation (the "Maker") and

____________ (the "Holder"). This Amendment amends the Note (as defined below).

                                     RECITALS

A. Section 10 of that certain Convertible Secured Promissory Note, dated as of

November 12, 2003 and amended on April 26, 2004, by and between the Maker and

the Holder (the "Note"), states that any provision of such note may be amended

or waived in writing by the Holder and the Maker; and

B. The Maker and the Holder wish to amend the Note as provided below.

                                    AGREEMENT

      NOW, THEREFORE, in consideration of