NOTE AND WARRANT PURCHASE AGREEMENT

NOTE AND WARRANT PURCHASE AGREEMENT

THIS NOTE AND WARRANT PURCHASE AGREEMENT (the "Agreement") is entered

into as of March 7, 2005, by and between MIRAVANT MEDICAL TECHNOLOGIES, a

Delaware corporation (the "Company"), with headquarters located at 336 Bollay

Drive, Santa Barbara, California 93117, and ST. CLOUD INVESTMENTS, LTD., a

British Virgin Islands company (the "Purchaser").

RECITALS

A. The parties hereto have agreed to a Non-Binding Letter of Intent

(the "Letter of Intent").

B. The Company and the Purchaser are executing and delivering this

Agreement in reliance upon the exemption from securities registration afforded

by the provisions of Regulation D ("Regulation D"), as promulgated by the United

States Securities and Exchange Commission (the "SEC") under the Securities Act

of 1933, as amended (the "Securities Act").

C. The Purchaser desires to purchase, upon the terms and conditions

stated in this Agreement, (a) up to FIFTEEN MILLION DOLLARS ($15,000,000) of the

Company's Secured Convertible Promissory Notes in the form attached hereto as

Exhibit A (collectively, the "Notes"), and (b) warrants, in the form attached

hereto as Exhibit B (collectively, the "Warrants"), to acquire shares of the

Company's common stock, par value $0.01 per share (the "Common Stock"). The

shares of Common Stock issuable upon exercise of or otherwise pursuant to the

Warrants are referred to herein as "Warrant Shares." The shares of Common Stock

issuable on the conversion of the Notes, including any share of Common Stock

issued for interest payments under the Notes, are referred to herein as the

"Conversion Shares." The Notes, the Warrants, the Warrant Shares and the

Conversion Shares are collectively referred to herein as the "Securities."

D. Contemporaneously with the execution and delivery of this Agreement,

the parties hereto are executing and delivering (a) a Security Agreement in the

form attached hereto as Exhibit C (the "Security Agreement"), pursuant to which

the Company is granting to Purchaser a security interest in the Collateral (as

defined therein) as security for the repayment of the Notes, and (b) a

Registration Rights Agreement in the form attached hereto as Exhibit D (the

"Registration Rights Agreement"), pursuant to which the Company has agreed to

provide certain registration rights with respect to the Conversion Shares and

the Warrant Shares under the Securities Act, the rules and regulations

promulgated thereunder and applicable state securities laws.

AGREEMENTS

NOW, THEREFORE, in consideration of their respective promises contained

herein and other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the Company and the Purchaser hereby agree as

follows:

ARTICLE I

PURCHASE AND SALE OF NOTES AND WARRANTS

1.1 Line of Credit Commitment. The Purchaser agrees, on the terms of and subject

to the conditions specified in this Agreement, to purchase from the Company on

one or more dates prior to July 1, 2006 (the "Commitment Expiration Date") an

aggregate principal amount of sum of up to FIFTEEN MILLION DOLLARS ($15,000,000)

of Notes (the "Credit Commitment").

1.2 Drawdowns. The Purchaser agrees to purchase ONE MILLION DOLLARS ($1,000,000)

of Notes (the "Monthly Amount") at the Initial Closing (as defined below). Each

month thereafter in which the Company desires to borrow additional amounts under

the terms and conditions set forth in this Agreement, the Company shall deliver

to Purchaser a new Borrowing Request in the form attached hereto as Exhibit E

specifying an amount, up to the Monthly Amount, the Company desires to borrow.

The Borrowing Request must be received by the Purchaser at least thirty (30)

days prior to the requested funding date. Upon receipt of such Borrowing

Request, Purchaser shall, in its sole and absolute discretion, either accept or

reject, in part or in total, the Company's Borrowing Request by delivering to

the Company a certificate (the "Funding Acceptance Certificate") not less than

ten (10) business days after receipt of the Borrowing Request evidencing

Purchaser's desire to purchase additional Notes at a Subsequent Closing (defined

below). In the event Purchaser delivers a Funding Acceptance Certificate to the

Company and elects to purchase additional Notes, funds will be delivered by

Purchaser no later than thirty (30) days following the date of the Borrowing

Request. In the absence of either a Borrowing Request delivered by the Company

to the Purchaser or a Funding Acceptance Certificate delivered by the Purchaser

to the Company evidencing Purchaser's election to purchase additional Notes in a

Subsequent Closing, there shall be no obligation of the Company to sell and no

obligation of the Purchaser to purchase additional Notes. If in any month the

Company does not borrow the full Monthly Amount, then any unused borrowing may

be carried forward and the funding of such amounts may be requested by the

Company in subsequent months' Borrowing Requests. Notwithstanding the foregoing,

in the event Purchaser has purchased Notes with an aggregate principal amount at

least of $7.0 million and such Notes remain outstanding, the Company shall not

be permitted to submit a subsequent Borrowing Request unless (a) the Company has

reserved, solely for the issuance and delivery upon the conversion of the Notes

and exercise of the Warrants, such number of the Conversion Shares and Warrant

Shares and other stock, securities and property, as from time to time shall be

issuable upon the conversion of the Notes and upon exercise of the Warrants,

including a sufficient number of Conversion Shares and Warrant Shares issuable

in connection with the Notes and Warrants to be issued pursuant to such

subsequent Borrowing Request, or (b) the Company has first amended its

Certificate of Incorporation to increase the number of authorized shares of the

Company's Common Stock and has reserved, solely for the issuance and delivery

upon the conversion of the Notes and exercise of the Warrants, such number of

the Conversion Shares and Warrant Shares and other stock, securities and

property, as from time to time shall be issuable upon the conversion of the

Notes and upon exercise of the Warrants, including a sufficient number of

Conversion Shares and Warrant Shares issuable in connection with the Notes and

Warrants to be issued pursuant to such subsequent Borrowing Request. The last

Borrowing Request will be delivered no later than the Commitment Expiration

Date.

1.3 Warrants. In consideration for the purchase by the Purchaser of the

Notes, the Company will issue to the Purchaser, simultaneously with the issuance

and sale of each Note, a Warrant to purchase that number of shares of Common

Stock that is equal one-quarter (1/4) share for each Conversion Share to be

received. The exercise price per share shall be equal to one hundred ten percent

(110%) of the average of the closing sales prices of the shares of the Company's

Common Stock on a national exchange or over-the-counter trading system during

all trading days of the full calendar month prior to the date on which the

Warrant is issued.

1.4 Closings. Subject to the satisfaction (or waiver) of the

conditions set forth in Articles VI and VII below, the initial closing under

this Agreement (the "Initial Closing") will be held on March 7, 2005, or on such

other date as the parties shall mutually agree (the "Initial Closing Date"), and

each subsequent closing (each a "Subsequent Closing" and, together with the

Initial Closing, the "Closings") shall occur on the date specified by the

applicable Borrowing Request (which date shall be thirty (30) days after the

date of such Borrowing Request, assuming acceptance of such Borrowing Request by

Purchaser as evidenced by Purchaser's delivery of a Funding Acceptance

Certificate), or on such other date as the parties shall mutually agree (each a

"Subsequent Closing Date" and, together with the Initial Closing Date, the

"Closing Dates").

1.5 Delivery. At each Closing, the Purchaser shall pay to the Company the

aggregate purchase price for the Note so purchased (equal to the face principal

amount of such Note) by wire transfer to the account designated by the Company.

Upon receipt of such funds, the Company shall deliver to the Purchaser a duly

executed Note and related Warrant.

1.6 Purchaser's Termination of Obligations. The Purchaser may terminate its

obligations hereunder with respect to any unused portion of the Credit

Commitment at any time upon ten (10) days' prior written notice if, in the

Purchaser's reasonable judgment, the operations of the Company are not meeting

their business objectives as expected.

1.7 Letter of Intent. The Letter of Intent is hereby superceded and

terminated.

ARTICLE II

PURCHASER'S REPRESENTATIONS AND WARRANTIES

The Purchaser represents and warrants to the Company, as of the date hereof

and as of each Closing Date, as set forth in this Article II. The Purchaser

makes no other representations or warranties, express or implied, to the Company

in connection with the transactions contemplated hereby and any and all prior

representations and warranties, if any, which may have been made by the

Purchaser to the Company in connection with the transactions contemplated hereby

shall be deemed to have been merged in this Agreement and any such prior

representations and warranties, if any, shall not survive the execution and

delivery of this Agreement.

2.1 Investment Purpose. Purchaser is purchasing the Securities for

Purchaser's own account for investment only and not with a view toward or in

connection with the public sale or distribution thereof. The Purchaser will not,

directly or indirectly, offer, sell, pledge or otherwise transfer the Notes or

Warrants or any interest therein except pursuant to transactions that are exempt

from the registration requirements of the Securities Act and/or sales registered

under the Securities Act. Purchaser understands that Purchaser must bear the

economic risk of this investment indefinitely, unless the Securities are

registered pursuant to the Securities Act and any applicable state securities

laws or an exemption from such registration is available, and that the Company

has no present intention of registering any such Securities other than as

contemplated by the Registration Rights Agreement.

2.2 Accredited Investor Status. Purchaser is an "accredited investor" as

that term is defined in Rule 501(a) of Regulation D.

2.3 Reliance on Exemptions. Purchaser understands that the Securities are

being offered and sold to Purchaser in reliance upon specific exemptions from

the registration requirements of United States federal and state securities laws

and that the Company is relying upon the truth and accuracy of, and Purchaser's

compliance with, the representations, warranties, agreements, acknowledgments

and understandings of Purchaser set forth herein in order to determine the

availability of such exemptions and the eligibility of Purchaser to acquire the

Notes and Warrants.

2.4 Information. The Company or its counsel have made available all

materials relating to the business, finances and operations of the Company and

materials relating to the offer and sale of the Securities which have been

specifically requested by Purchaser, including without limitation the Company's

Annual Report on Form 10-K for the Year ended December 31, 2003, Quarterly

Reports on Form 10-Q for the periods ended March 31, 2004, June 30, 2004 and

September 30, 2004 filed with the SEC (such documents, together with any

periodic report filed hereafter, collectively, the "SEC Documents") as well as

any press release issued through the Closing Date. The Purchaser has been

afforded the opportunity to ask questions of the Company, was permitted to meet

with the Company's officers and has received what the Purchaser believes to be

complete and satisfactory answers to any such inquiries. Neither such inquiries

nor any other due diligence investigation conducted by the Purchaser or any of

its representations shall modify, amend or affect the Purchaser's right to rely

on the Company's representations and warranties contained in Article III. The

Purchaser understands that Purchaser's investment in the Securities involves a

high degree of risk, including without limitation the risks and uncertainties

disclosed in the SEC Documents. Purchaser acknowledges it has reviewed the

disclosures presented under the caption "Risk Factors" in the Company's Form

10-Qs and Form 10-Ks.

2.5 Governmental Review. Purchaser understands that no United States

federal or state agency or any other government or governmental agency has

passed upon or made any recommendation or endorsement of the Securities.

2.6 Transfer or Resale. Purchaser understands that (i) except as provided

in the Registration Rights Agreement, the Securities have not been and are not

being registered under the Securities Act or any state securities laws, and may

not be offered, sold, pledged or otherwise transferred unless subsequently

registered thereunder or an exemption from such registration is available (which

exemption the Company expressly agrees may be established as contemplated in

clauses (b) and (c) of Section 5.1 hereof); (ii) any sale of such Securities

made in reliance on Rule 144 under the Securities Act (or a successor rule)

("Rule 144") may be made only in accordance with the terms of Rule 144 and

further, if Rule 144 is not applicable, any resale of such Securities without

registration under the Securities Act under circumstances in which the seller

may be deemed to be an underwriter (as that term is defined in the Securities

Act) may require compliance with some other exemption under the Securities Act

or the rules and regulations of the SEC thereunder in order for such resale to

be allowed, (iii) the Company is under no obligation to register such Securities

under the Securities Act or any state securities laws or to comply with the

terms and conditions of any exemption thereunder (in each case, other than

pursuant to this Agreement or the Registration Rights Agreement) and (iv) the

Company has agreed to register the shares of Common Stock as provided in the

Registration Rights Agreement. Prior to any transfer (other than a routine

transfer pursuant to Rule 144), the Purchaser shall deliver to the Company an

opinion of counsel, in form and substance reasonably acceptable to the

Purchaser, that the shares are transferable without prior registration and any

transferee shall agree to restrictions on transfers substantially in the form

provided pursuant to this Section 2.6. The Purchaser consents to the Company

making a notation on its records and giving instructions to any transfer agent

in order to implement the restrictions on transfer established in this Section

2.6.

2.7 Legends. Purchaser understands that, subject to Article V hereof, the

certificates for the Securities, until such time as the Securities been

registered under the Securities Act as contemplated by the Registration Rights

Agreement or otherwise may be sold by the Purchaser pursuant to Rule 144

(subject to and in accordance with the procedures specified in Article V

hereof), the certificates for the Securities will bear a restrictive legend (the

"Legend") in the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE

SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES

REPRESENTED HEREBY MAY NOT BE OFFERED OR SOLD OR OTHERWISE

TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT

FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS OR UNLESS

OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION

FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. THE SECURITIES

REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN

ACCORDANCE WITH THE TERMS OF A NOTE AND WARRANT PURCHASE

AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE

COMPANY, AND MAY BE OBTAINED BY HOLDER WITHOUT CHARGE.

2.8 Authorization; Enforcement. This Agreement and the Registration Rights

Agreement have been duly and validly authorized, executed and delivered on

behalf of Purchaser and are valid and binding agreements of Purchaser

enforceable in accordance with their respective terms, except to the extent that

such validity or enforceability may be subject to or affected by any bankruptcy,

insolvency, reorganization, moratorium, liquidation or similar laws relating to,

or affecting generally the enforcement of, creditors' rights or remedies of

creditors generally, or by other equitable principles of general application.

2.9 Residency. Purchaser is a resident of the jurisdiction set

forth under Purchaser's name on the signature page hereto executed by Purchaser.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Purchaser as of the date

hereof and as of each Closing Date that:

3.1 Organization and Qualification. Each of the Company and its

subsidiaries is a corporation duly organized and existing in good standing under

the laws of the jurisdiction in which it is incorporated, and has the requisite

corporate power to own its properties and to carry on its business as now being

conducted. The Company and each of its subsidiaries is duly qualified as a

foreign corporation to do business and is in good standing in every jurisdiction

where the failure so to qualify or be in good standing would have a Material

Adverse Effect. "Material Adverse Effect" means any effect which, individually

or in the aggregate with all other effects, reasonably would be expected to be

materially adverse to the business, operations, properties, financial condition,

operating results or prospects of the Company and its subsidiaries, taken as a

whole on a consolidated basis or on the transactions contemplated hereby.

3.2 Authorization; Enforcement. (a) The Company has the

requisite corporate power and authority to enter into and perform this Agreement

and the Registration Rights Agreement, and to issue, sell and perform its

obligations with respect to the Securities in accordance with the terms hereof

and thereof and the terms of the Securities in accordance with the terms and

conditions of the Warrants; (b) the execution, delivery and performance of this

Agreement and the Registration Rights Agreement by the Company and the

consummation by it of the transactions contemplated hereby and thereby

(including, without limitation, the issuance of all of the Securities) have been

duly authorized by all necessary corporate action and, except as set forth on

Schedule 3.2 hereof, no further consent or authorization of the Company, its

board of directors, or its stockholders or any other person, body or agency is

required with respect to any of the transactions contemplated hereby or thereby;

(c) this Agreement, the Registration Rights Agreement, certificates for the

Securities have been duly executed and delivered by the Company; and (d) this

Agreement, the Registration Rights Agreement, the Securities constitute legal,

valid and binding obligations of the Company enforceable against the Company in

accordance with their respective terms, except (i) to the extent that such

validity or enforceability may be subject to or affected by any bankruptcy,

insolvency, reorganization, moratorium, liquidation or similar laws relating to,

or affecting generally the enforcement of, creditors' rights or remedies of

creditors generally, or by other equitable principles of general application,

and (ii) as rights to indemnity and contribution under the Registration Rights

Agreement may be limited by Federal or state securities laws.

3.3 Capitalization. The capitalization of the Company as of

December 31, 2004, including the authorized capital stock, the number of shares

issued and outstanding, the number of shares reserved for issuance pursuant to

the Company's stock option plans, the number of shares reserved for issuance

pursuant to securities (other than the Warrants) exercisable for, or convertible

into or exchangeable for, any shares of Common Stock and the number of shares to

be reserved for issuance upon exercise of the Warrants is set forth on Schedule

3.3 hereof. All of such outstanding shares of capital stock have been, or upon

issuance will be, validly issued, fully paid and nonassessable. No shares of

capital stock of the Company (including the Conversion Shares and the Warrant

Shares) are subject to preemptive rights or any other similar rights of the

stockholders of the Company or any liens or encumbrances. Except as disclosed in

Schedule 3.3 hereof, as of the date of this Agreement, (i) there are no

outstanding options, warrants, scrip, rights to subscribe for, calls or

commitments of any character whatsoever relating to, or securities or rights

convertible into or exercisable or exchangeable for, any shares of capital stock

of the Company or any of its subsidiaries, or contracts, commitments,

understandings or arrangements by which the Company or any of its subsidiaries

is or may become bound to issue additional shares of capital stock of the

Company or any of its subsidiaries, (ii) issuance of the Securities will not

trigger antidilution rights for any other outstanding or authorized securities

of the Company, except as provided in Schedule 3.3 hereof; and (iii) there are

no agreements or arrangements under which the Company or any of its subsidiaries

is obligated to register the sale of any of its or their securities under the

Securities Act (except the Registration Rights Agreement and except as provided

in Schedule 3.3 hereof). The Company has furnished to Purchaser true and correct

copies of the Company's Certificate of Incorporation as in effect on the date

hereof (the "Certificate of Incorporation"), and the Company's By-laws as in

effect on the date hereof (the "Bylaws"). The Company has set forth on Schedule

3.3 hereof all instruments and agreements (other than the Certificate of

Incorporation and Bylaws) governing securities convertible into or exercisable

or exchangeable for Common Stock of the Company (and the Company shall provide

to Purchaser copies thereof upon the request of Purchaser).

3.4 Issuance of Shares. The Company has currently 8,739,950

shares of Common Stock duly authorized and reserved for issuance pursuant to the

conversion of the Notes and the exercise of the Warrants. Such shares, as well

as any additional shares of Common Stock subsequently authorized by the

Company's stockholders and Board of Directors for issuance pursuant to the

conversion of the Notes and the exercise of the Warrants, will be validly

issued, fully paid and non-assessable, and free from all taxes, liens, claims

and encumbrances imposed or suffered by the Company and will not be subject to

preemptive rights or other similar rights of stockholders of the Company. The

Notes and Warrants are duly authorized and validly issued, fully paid and

nonassessable, and free from all liens, claims and encumbrances imposed or

suffered by the Company and are not and will not be subject to preemptive rights

or other similar rights of stockholders of the Company.

3.5 No Conflicts. The execution, delivery and performance of

this Agreement and the Registration Rights Agreement by the Company, and the

consummation by the Company of transactions contemplated hereby and thereby

(including, without limitation, the issuance and reservation for issuance, as

applicable, of the Securities do not and will not (a) result in a violation of

the Certificate of Incorporation or Bylaws or (b) conflict with, or constitute a

default (or an event which, with notice or lapse of time or both, would become a

default) under, or give to others any rights of termination, amendment,

acceleration or cancellation of, any agreement, indenture or instrument to which

the Company or any of its subsidiaries is a party, or result in a violation of

any law, rule, regulation, order, judgment or decree (including U.S. federal and

state securities laws) applicable to the Company or any of its subsidiaries, or

by which any property or asset of the Company or any of its subsidiaries, is

bound or affected (except for such possible conflicts, defaults, terminations,

amendments, accelerations, cancellations and violations as would not,

individually or in the aggregate, have a Material Adverse Effect). Neither the

Company nor any of its subsidiaries is in violation of its Certificate of

Incorporation or other organizational documents, and neither the Company nor any

of its subsidiaries, is in default (and no event has occurred which has not been

waived which, with notice or lapse of time or both, would put the Company or any

of its subsidiaries in default) under, nor has there occurred any event giving

others (with notice or lapse of time or both) any rights of termination,

amendment, acceleration or cancellation of, any agreement, indenture or

instrument to which the Company or any of its subsidiaries is a party, except

for possible violations, defaults or rights as would not, individually or in the

aggregate, have a Material Adverse Effect. The businesses of the Company and its

subsidiaries are not being conducted, and shall not be conducted so long as a

Purchaser owns any of the Securities, in violation of any law, ordinance or

regulation of any governmental entity, except for possible violations the

sanctions for which either individually or in the aggregate would not have a

Material Adverse Effect. Except as set forth on Schedule 3.5 hereof, or except

(A) such as may be required under the Securities Act in connection with the

performance of the Company's obligations under the Registration Rights

Agreement, (B) filing of a Form D with the SEC, and (C) compliance with the

state securities or Blue Sky laws of applicable jurisdictions, the Company is

not required to obtain any consent, authorization or order of, or make any

filing or registration with, any court or governmental agency or any regulatory

or self-regulatory agency in order for it to execute, deliver or perform any of

its obligations under this Agreement or the Registration Rights Agreement or to

perform its obligations in accordance with the terms hereof or thereof.

3.6 SEC Documents. Since December 31, 2003, the Company has

timely filed the SEC Documents required to be filed by it with the SEC pursuant

to the reporting requirements of the Securities Exchange Act of 1934, as amended

(the "Exchange Act"). The Company has made available to the Purchaser true and

complete copies of the SEC Documents, except for exhibits, schedules and

incorporated documents. As of their respective dates, the SEC Documents complied

in all material respects with the requirements of the Exchange Act and the rules

and regulations of the SEC promulgated thereunder applicable to the SEC

Documents, and none of the SEC Documents, at the time they were filed with the

SEC, contained any untrue statement of a material fact or omitted to state a

material fact required to be stated therein or necessary in order to make the

statements therein, in light of the circumstances under which they were made,

not misleading. None of the statements made in any such SEC Documents which is

required to be updated or amended under applicable law has not been so updated

or amended. The consolidated financial statements of the Company included in the

SEC Documents have been prepared in accordance with U.S. generally accepted

accounting principles, consistently applied, and the rules and regulations of

the SEC during the periods involved (except (i) as may be otherwise indicated in

such consolidated financial statements or the notes thereto, or (ii) in the case

of unaudited interim statements, to the extent they do not include footnotes or

are condensed or summary statements) and present accurately and completely the

consolidated financial position of the Company and its consolidated subsidiaries

as of the dates thereof and the consolidated results of their operations and

cash flows for the periods then ended (subject, in the case of unaudited

statements, to normal year-end audit adjustments). Except as set forth in the

consolidated financial statements or the notes thereto of the Company included

in the SEC Documents, the Company has no liabilities, contingent or otherwise,

other than (i) liabilities incurred in the ordinary course of business

consistent with past practice subsequent to the date of such financial

statements and (ii) obligations under contracts and commitments incurred in the

ordinary course of business consistent with past practice and not required under

generally accepted accounting principles to be reflected in such financial

statements. To the extent required by the rules of the SEC applicable thereto,

the SEC Documents contain a complete and accurate list of all material

undischarged written or oral contracts, agreements, leases or other instruments

to which the Company or any subsidiary is a party or by which the Company or any

subsidiary is bound or to which any of the properties or assets of the Company

or any subsidiary is subject (each a "Contract"). None of the Company, its

subsidiaries or, to the best knowledge of the Company, any of the other parties

thereto, is in breach or violation of any Contract, which breach or violation

would have a Material Adverse Effect. No event, occurrence or condition exists

which, with the lapse of time, the giving of notice, or both, would become a

default by the Company or its subsidiaries thereunder which would have a

Material Adverse Effect.

3.7 Absen