THIRD AMENDMENT TO NORTHWEST BIOTHERAPEUTICS, INC. LOAN AGREEMENT, SECURITY AGREEMENT AND 10% CONVERTIBLE, SECURED PROMISSORY NOTE

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EXHIBIT 10.17

   THIRD AMENDMENT TO NORTHWEST BIOTHERAPEUTICS, INC. LOAN AGREEMENT, SECURITY

             AGREEMENT AND 10% CONVERTIBLE, SECURED PROMISSORY NOTE

      THIS THIRD AMENDMENT TO NORTHWEST BIOTHERAPEUTICS, INC. LOAN AGREEMENT,

SECURITY AGREEMENT AND 10% CONVERTIBLE, SECURED PROMISSORY NOTE (the "THIRD

AMENDMENT") is made and entered into as of November 14, 2005, by and among

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

Capital Fund II, L.P. (the "HOLDER"). This Second Amendment amends the Note (as

defined below).

                                    RECITALS

A. Section 17.6 of that certain Northwest Biotherapeutics, Inc. Loan Agreement,

Security Agreement and 10% Convertible, Secured Promissory Note, in the

principal amount of $50,000.00 amended and restated as of July 30, 2004 and

originally issued on February 2, 2004, by and between the Maker and the Holder

in the form attached to this Third Amendment as Exhibit A and as amended by that

First Amendment to Northwest Biotherapeutics, Inc. Loan Agreement, Security

Agreement and 10% Convertible, Secured Promissory Note in the