Exhibit 10.4

Amendment to Retention Agreement

THIS AGREEMENT (this “Agreement”) is made as of the 19^th day of August, 2005 (the “Effective Date”) by and between MAXIM PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and LARRY G. STAMBAUGH, an individual (“Stambaugh”).

Background

A.                                   Stambaugh is currently the Chairman, President and Chief Executive Officer of the Company, and has served in these capacities since 1993.

B.                                     On or about March 11, 2005, the Company and Stambaugh entered into a letter agreement (the “Retention Agreement”) providing for the potential payment of three separate bonus installments of $225,000 each — the “Retention Bonus,” the “Transition Bonus” and the “Success Bonus.”

C.                                     The parties to this agreement have determined that it is in the best interests of the Company and to its shareholders to modify the Retention Agreement as follows:

Agreement

1.                                       The Company and Stambaugh hereby acknowledge and agree that, effective on and after the Effective Date, (i) Stambaugh shall have no entitlement to receive, or to be considered for, all or any portion of the “Success Bonus” as provided in the Retention Agreement, and (ii) the terms of the Retention Agreement are hereby amended such that the potential $225,000 bonus attributable to the “Transition Bonus” shall be deemed earned, due and payable upon the earlier of (y) March 31, 2006 if (but only if) Stambaugh has continuously been employed as a full-time employee of the Company from the Effective Date through March 31, 2006, or (z) the date, if ever, on which the Company terminates Stambaugh’s employment other than for cause pursuant to Section 6.2 of the Employment Agreement prior to March 31, 2006.  In the event that Stambaugh has not been continuously employed by the Company from the Effective Date through March 31, 2006 or has been terminated by the Company with cause prior to March 31, 2006, Stambaugh shall have no entitlement to, and the Company shall not be obligated to pay, the $225,000 Transition Bonus (as amended pursuant to this Agreement). The Retention Bonus remains unaffected by this Agreement.

2.                                       Stambaugh hereby agrees that he shall make himself available at all times between the Effective Date hereof and March 31, 2006 to serve on a full-time basis, and to use his best efforts in serving, as the Company’s President and Chief Executive Officer at his current annualized salary of $405,000 through September 30, 2005 and $450,000 thereafter and with his current bonus program opportunities.  Stambaugh’s foregoing agreement and commitment shall