MIRAVANT MEDICAL TECHNOLOGIES
EXHIBIT 10.1 - SECURITIES PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>exb10_1securpurch.txt
<DESCRIPTION>EXHIBIT 10.1 - SECURITIES PURCHASE AGREEMENT
<TEXT>

                          SECURITIES PURCHASE AGREEMENT

     THIS SECURITIES  PURCHASE AGREEMENT (the "Agreement") is entered into as of
August 27,  2002,  by and  between  MIRAVANT  MEDICAL  TECHNOLOGIES,  a Delaware
corporation  (the  "Company"),  with  headquarters  located at 336 Bollay Drive,
Santa  Barbara,   California  93117,  and  the  purchasers  (collectively,   the
"Purchasers" and each a "Purchaser") set forth on Schedule 1 hereof, with regard
to the following:

                                    RECITALS

     A. The Company and Purchasers  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").

     B. The  Purchasers  desire to (a) purchase,  upon the terms and  conditions
stated in this Agreement,  shares of the Company's  Common Stock, par value $.01
per  share  (the  "Common  Stock")  and (b) to  purchase,  upon  the  terms  and
conditions   stated  in  this  Agreement,   the  Stock  Purchase  Warrants  (the
"Warrants"),  in the form  attached  hereto as Exhibit  A, to acquire  shares of
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 issued to the  Purchasers  hereunder  (exclusive  of the Warrant
Shares) are referred to herein as the "Common  Shares".  The Common Shares,  the
Warrants,  and the  Warrant  Shares are  collectively  referred to herein as the
"Securities".

     C. Contemporaneously with the execution and delivery of this Agreement, the
parties hereto are executing and delivering a Registration  Rights  Agreement in
the form attached  hereto as Exhibit B (the  "Registration  Rights  Agreement"),
pursuant to which the Company has agreed to provide certain  registration rights
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  Purchasers  hereby  agree as
follows:





                                    ARTICLE I
                 PURCHASE AND SALE OF COMMON STOCK AND WARRANTS

     1.1  Purchase  of  Common  Stock  and  Warrants.  Subject  to the terms and
conditions  of this  Agreement,  the  issuance,  sale and purchase of the Common
Shares and Warrants shall be consummated in a "Closing." The purchase price (the
"Purchase Price") shall be FIFTY CENTS ($0.50) per Unit. Each Unit will purchase
one (1) share of Common Stock,  and a one-half (1/2) Warrant for the purchase of
one-half  (1/2) a share of  Common  Stock at an  exercise  price of FIFTY  CENTS
($0.50)  for one (1) full  Warrant  share,  with a term of five (5)  years.  The
negotiated  price per Unit of FIFTY CENTS  ($0.50)  represents  the ten (10) day
closing stock price average prior to August 27, 2002, and includes consideration
for the Warrant portion of a Unit. Each Purchaser agrees to purchase the amounts
set forth on  Schedule  1 hereof.  On the date of the  Closing,  subject  to the
satisfaction  or  waiver of the  conditions  set  forth in  Articles  VI and VII
hereof,  the Company shall issue and sell to each Purchaser,  and each Purchaser
severally  agrees to purchase  from the Company,  the number of shares of Common
Stock  set  forth  on the  signature  page  executed  by  such  Purchaser.  Each
Purchaser's  obligation  to purchase  Common  Shares and  Warrants  hereunder is
distinct and separate from each other Purchaser's obligation to purchase, and no
Purchaser shall be required to purchase hereunder more than the number of Common
Shares  and  Warrants  set  forth  on  such  Purchaser's   signature  page.  The
obligations of the Company with respect to each Purchaser shall be separate from
the  obligations of each other  Purchaser and shall not be conditioned as to any
Purchaser upon the performance of obligations of any other Purchaser.

     1.2 Form of Payment.  Each Purchaser shall pay the aggregate Purchase Price
for the Common  Shares and Warrants  being  purchased by such  Purchaser by wire
transfer to the account designated by the Company.

     1.3 Closing Date. Subject to the satisfaction (or waiver) of the conditions
set forth in Articles VI and VII below, the date and time of the issuance,  sale
and purchase of the Common Shares and Warrants  pursuant to this Agreement shall
be at 10:00 a.m. California time, on August 28, 2002.

                                   ARTICLE II
                         PURCHASER'S REPRESENTATIONS AND
                                   WARRANTIES

     Each Purchaser  represents and warrants as of the date hereof and as of the
Closing,  severally and solely with respect to itself and its purchase hereunder
and not with respect to any other  Purchaser  or the  purchase  hereunder by any
other  Purchaser (and no Purchaser shall be deemed to make or have any liability
for any representation or warranty made by any other Purchaser),  to the Company
as set forth in this Article II. No Purchaser makes any 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 a 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 Common Shares and the
Warrants for  Purchaser's  own account for  investment  only and not with a view
toward or in connection with the public sale or distribution thereof.  Purchaser
will not, directly or indirectly,  offer, sell, pledge or otherwise transfer its
Common  Shares  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 Common Shares
and Warrants 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 Common Shares and Warrants.

     2.4 Information. Purchaser 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 and Form 10-K/A for the Year ended  December  31,  2001,  Quarterly
Reports on Form 10-Q for the periods  ended March 31, 2002 and June 30, 2002 and
filed with the SEC (such documents collectively, the "SEC Documents"). 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 Purchaser or
any of its  representations  shall modify,  amend or affect Purchaser's right to
rely on the Company's  representations and warranties  contained in Article III.
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 the disclosures presented
under the caption "Risk  Factors" in the Company's Form 10-Q filed on August 14,
2002, and the incorporation of those disclosures by reference herein.

     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.

     2.7 Legends.  Purchaser  understands that, subject to Article V hereof, the
certificates  for the  Warrants  and,  until such time as the Common  Shares and
Warrant Shares have been registered  under the Securities Act as contemplated by
the Registration Rights Agreement or otherwise may be sold by Purchaser pursuant
to Rule 144  (subject to and in  accordance  with the  procedures  specified  in
Article V hereof), the certificates for the Common Shares and Warrant Shares and
the Warrants  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.

     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.

     2.10 Unrelated Entities.  Each Purchaser represents that it is unrelated to
any of the other Purchasers.

                                   ARTICLE III
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company represents and warrants to each Purchaser as of the date hereof
and as of the Closing 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 Common  Shares and  Warrants in  accordance  with the terms
hereof and thereof and the terms of the Common Shares and Warrants, and to issue
Warrant Shares 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
the  Common  Shares and the  Warrants,  and the  issuance  and  reservation  for
issuance of the  Warrant  Shares)  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 Common  Shares,  and the
Warrants  have been duly  executed and  delivered  by the Company;  and (d) this
Agreement,  the  Registration  Rights  Agreement,  the  Common  Shares,  and the
Warrants  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 June 30, 2002,
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 Common  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,  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).  The Company has  furnished  to  Purchaser  true and correct
copies of the Company's  Certificate of  Incorporation  as in effect on the date
hereof ("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 Common  Shares and  Warrant  Shares are duly
authorized and reserved for issuance, and, in the case of the Warrants, upon the
exercise of the Warrants in accordance  with the terms  thereof,  as applicable,
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 Common Shares 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
Common Shares, Warrants, and Warrant Shares) 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.  Except as  disclosed  in Schedule  3.6  hereof,  since
December 31, 2001, 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 each  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 a
manner  clearly  evident  to  a  sophisticated  institutional  investor  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").  Except  as set  forth in
Schedule 3.6, 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.  The  Company has not
provided to any  Purchaser  any  material  non-public  information  or any other
information which, according to applicable law, rule or regulation,  should have
been disclosed publicly by the Company but which has not been so disclosed.

     3.7  Absence of Certain  Changes.  Since June 30,  2002,  there has been no
material  adverse  change and no material  adverse  development in the business,
properties,  operations, financial condition, results of operations or prospects
of the Company,  except as  disclosed  in Schedule  3.7 or clearly  evident to a
sophisticated institutional investor from the SEC Documents.

     3.8  Absence of  Litigation.  Except as  disclosed  in  Schedule  3.8 or as
clearly  evident  to  a  sophisticated   institutional  investor  from  the  SEC
Documents, there is no action, suit, proceeding, inquiry or investigation before
or  by  any  court,   public  board,   government   agency,  or  self-regulatory
organization  or body pending or, to the  knowledge of the Company or any of its
subsidiaries,   threatened  against  or  affecting  the  Company,   any  of  its
subsidiaries,  or any  of  their  respective  directors  or  officers  in  their
capacities  as  such,  which  could  reasonably  be  expected  to  result  in an
unfavorable  decision,  ruling or finding  which  would have a Material  Adverse
Effect or would adversely affect the transactions contemplated by this Agreement
or any of the documents  contemplated hereby or which would adversely affect the
validity or  enforceability  of, or the  authority  or ability of the Company to
perform its obligations  under,  this Agreement or any of such other  documents.
There are no facts known to the Company which, if known by a potential  claimant
or governmental authority,  could reasonably be expected to give rise to a claim
or proceeding  which,  if asserted or conducted with results  unfavorable to the
Company or any of its  subsidiaries,  could  reasonably  be  expected  to have a
Material Adverse Effect.

     3.9  Disclosure.  No information  relating to or concerning the Company set
forth in this  Agreement  contains an untrue  statement of a material  fact.  No
information  relating to or  concerning  the Company set forth in any of the SEC
Documents  contains a statement of material  fact that was untrue as of the date
such SEC Document was filed with the SEC. The Company has not omitted to state a
material fact necessary in order to make the statements  made herein or therein,
in light of the circumstances under which they were made, not misleading. Except
for the execution and  performance of this  Agreement,  no material fact (within
the  meaning  of the  federal  securities  laws  of  the  United  States  and of
applicable  state  securities laws) exists with respect to the Company which has
not been publicly disclosed.

     3.10 Acknowledgment  Regarding Purchaser's Purchase of the Securities.  The
Company  acknowledges  and agrees  that  Purchaser  is not acting as a financial
advisor or fiduciary of the Company (or in any similar capacity) with respect to
this Agreement or the transactions  contemplated hereby, that this Agreement and
the transaction contemplated hereby, and the relationship between each Purchaser
and the Company,  are  "arms-length,"  and that any statement  made by Purchaser
(except as set forth in Article II), or any of its representatives or agents, in
connection with this Agreement and the transactions  contemplated  hereby is not
advice or a recommendation,  is merely incidental to Purchaser's purchase of the
Securities  and has not been relied upon as such in any way by the Company,  its
officers or directors.  The Company  further  represents  to Purchaser  that the
Company's   decision  to  enter  into  this   Agreement  and  the   transactions
contemplated  hereby have been based solely on an independent  evaluation by the
Company and its representatives.

     3.11 S-3  Registration.  The Company is not currently  eligible to register
the resale by Purchaser of the Warrant  Shares and to register the Common Shares
on a  registration  statement on Form S-3 under the  Securities  Act because the
Company's  shares of Common  Stock  must be listed  on a  national  exchange  or
Nasdaq.  However, the Company will use its commercially  reasonable best efforts
to  become  eligible  to  register  the  Common  Shares  on a Form S-3 after the
Closing.

     3.12 No General  Solicitation.  Neither  the  Company  nor any  distributor
participating on the Company's behalf in the  transactions  contemplated  hereby
(if any) nor any person  acting for the Company,  or any such  distributor,  has
conducted  any  "general  solicitation,"  as  described  in  Rule  502(c)  under
Regulation D, with respect to any of the Securities being offered hereby.

     3.13  No  Integrated  Offering.   Neither  the  Company,  nor  any  of  its
affiliates,  nor any  person  acting on its or their  behalf,  has  directly  or
indirectly  made any offers or sales of any security or solicited  any offers to
buy any security under  circumstances that would prevent the parties hereto from
consummating the transactions  contemplated hereby pursuant to an exemption from
the  registration  under  the  Securities  Act  pursuant  to the  provisions  of
Regulation  D.  The  transactions   contemplated  hereby  are  exempt  from  the
registration  requirements of the Securities  Act,  assuming the accuracy of the
representations and warranties herein contained of each Purchaser.

     3.14 No Brokers.  The Company has taken no action  which would give rise to
any claim by any  person for  brokerage  commissions,  finder's  fees or similar
payments  by  Purchaser   relating  to  this   Agreement  or  the   transactions
contemplated hereby.

     3.15 Intellectual  Property.  Each of the Company and its subsidiaries owns
or possesses adequate and enforceable rights to use all material patents, patent
applications,  trademarks,  trademark applications,  trade names, service marks,
copyrights, copyright applications,  licenses, know-how (including trade secrets
and  other   unpatented   and/or   unpatentable   proprietary  or   confidential
information,  systems or procedures)  and other similar  rights and  proprietary
knowledge (collectively, "Intangibles") used or necessary for the conduct of its
business as now being conducted and as described in the Company's  Annual Report
on Form 10-K and related amended 10-K/A for its most recently ended fiscal year.
Neither the  Company nor any  subsidiary  of the Company  infringes  on or is in
conflict with any right of any other person with respect to any  Intangibles nor
is there any claim of  infringement  made by a third party  against or involving
the Company or any of its subsidiaries,  which infringement,  conflict or claim,
individually or in the aggregate,  could  reasonably be expected to result in an
unfavorable  decision,  ruling or finding  which  would have a Material  Adverse
Effect.

     3.16 Key  Employees.  No Key Employee,  to the best of the knowledge of the
Company and its subsidiaries,  is, or is now expected to be, in violation of any
material  term  of  any  employment  contract,  confidentiality,  disclosure  or
proprietary  information  agreement,  non-competition  agreement,  or any  other
contract or agreement or any restrictive covenant,  and the continued employment
of each Key Employee does not subject the Company or any of its  subsidiaries to
any liability with respect to any of the foregoing matters. No Key Employee has,
to the best of the knowledge of the Company and its subsidiaries,  any intention
to  terminate  his  employment  with,  or services to, the Company or any of its
subsidiaries.  "Key  Employee"  means each of Gary S.  Kledzik,  Chairman of the
Board and Chief Executive Officer, and David E. Mai, President.

     3.17 Rights  Plan.  The Company  has in effect a  shareholders  rights plan
which is a plan similar in nature of a "poison  pill."  However,  the  Company's
shareholder  rights plan will not be triggered by the transactions  contemplated
herein  assuming there are no additional  shares issued  pursuant to Section 4.5
below.

                                   ARTICLE IV
                                    COVENANTS

     4.1 Best  Efforts.  The  parties  shall use their  best  efforts  to timely
satisfy  each  of the  conditions  described  in  Articles  VI and  VII of  this
Agreement.


     4.2  Securities  Laws.  The Company agrees to file a Form D with respect to
the Securities with the SEC as required under Regulation D and to provide a copy
thereof to each  Purchaser  within  fifteen (15) days after the date of Closing.
The  Company  agrees  to  file a Form  8-K  disclosing  this  Agreement  and the
transactions  contemplated  hereby  with the SEC within ten (10)  business  days
following  the date of Closing.  The Company  shall,  on or prior to the date of
Closing,  take  such  action  as is  necessary  to sell the  Securities  to each
Purchaser under  applicable  securities laws of the states of the United States,
and shall provide  evidence of any such action so taken to each  Purchaser on or
prior to the date of the Closing.

     4.3 Reporting Status. So long as any Purchaser beneficially owns any of the
Securities,  the Company shall timely file all reports required to be filed with
the SEC pursuant to the Exchange  Act, and the Company  shall not  terminate its
status as an issuer  required to file reports under the Exchange Act even if the
Exchange  Act  or  the  rules  and  regulations  thereunder  would  permit  such
termination.

     4.4 Right of First Offer.  From the date hereof until the day following the
one-year  anniversary of the date of the Closing, the Company shall not issue or
sell,  or agree to issue or sell any equity  securities of the Company or any of
its   subsidiaries   (or  any  security   convertible  into  or  exercisable  or
exchangeable,  directly or indirectly,  for equity  securities of the Company or
any of its  subsidiaries)  with an  aggregate  value of less  than  ONE  MILLION
DOLLARS  ($1,000,000)  ("Future  Offerings") unless the Company shall have first
delivered to each Purchaser at least ten (10) business days prior to the closing
of such Future Offering, written notice describing the proposed Future Offering,
including the terms and conditions thereof, and providing each Purchaser and its
affiliates an option during the ten (10) business day period following  delivery
of such notice to purchase up to the full amount of the securities being offered
in the Future Offering on the same terms as contemplated by such Future Offering
on a pro-rata basis to the Purchasers  purchases  hereunder (the "Right of First
Offer").  The foregoing  Right of First Offer shall not apply to any transaction
involving  issuances of securities in connection  with a merger,  consolidation,
joint venture, asset acquisition,  license agreement,  strategic alliance, grant
or  exercise  of  options  to or by  employees,  consultants  or  directors.  In
addition,  the Right of First  Offer  also  shall not apply to the  issuance  of
securities  upon exercise or conversion  of the Company's  options,  warrants or
other  convertible  securities  outstanding as of the date hereof,  the grant of
additional options or warrants, or the issuance of additional securities,  under
any employee,  director or consulting stock option, stock purchase or restricted
stock plan of Company or any firm commitment  underwritten public offering. This
Section 4.4 shall not limit the Company's obligations under Section 4.3 above.

     4.5 Anti-Dilution Upon Subsequent Offering. In the event that upon the next
subsequent financing transaction (the "Subsequent  Financing") pursuant to which
the Company offers Additional Securities, as hereinafter defined, yielding gross
cash proceeds in an amount of greater than ONE MILLION DOLLARS ($1,000,000), the
Company  issues or sells such  Additional  Securities  for a purchase  price per
share of less than the purchase price per Common Share provided for herein, each
Purchaser shall be issued additional Common Shares equal to the number of Common
Shares that such Purchaser would have purchased if the purchase price per Common
Share  purchased  pursuant to this  Agreement  had been the same as the purchase
price per share of the Additional  Securities  issued pursuant to the Subsequent
Financing,  reduced  by the  number of  Common  Shares  issued to the  Purchaser
pursuant  to this  Agreement.  Additional  Securities  shall mean  shares of the
Company's  Common  Stock or  securities  convertible  or  exchangeable  into the
Company's  Common Stock. The exercise price for Warrants issued pursuant to this
Agreement  will be  adjusted  for such  offering  of  Additional  Securities  as
provided  in the  Warrant.  The  Purchasers  shall not be  entitled  to  further
anti-dilution adjustments other than in connection with the Subsequent Financing
as provided herein and as provided in the Warrant.


     4.6 Information. The Company agrees to make available the following reports
to each Purchaser  until such Purchaser  transfers,  assigns or sells all of its
Securities in transactions in which the transferee is (unless such transferee is
an affiliate of the Company) not subject to securities law resale  restrictions:
(a) within three (3) business  days after the filing with the SEC, a copy of its
Annual  Report on Form 10-K,  its  Quarterly  Reports  on Form  10-Q,  any proxy
statements and any Current  Reports on Form 8-K; and (b) within one (1) business
day after release,  copies of all press releases issued by the Company or any of
its  subsidiaries.  The  Company  further  agrees  to  promptly  provide  to any
Purchaser any information  with respect to the Company,  its properties,  or its
business or Purchaser's  investment as such  Purchaser may  reasonably  request;
provided,  however, that the Company shall not be required to give any Purchaser
any material nonpublic information.  If any information requested by a Purchaser
from the Company  contains  material  nonpublic  information,  the Company shall
inform the Purchaser in writing that the information requested contains material
nonpublic  information  and  shall  in no  event  provide  such  information  to
Purchaser  without the express  written consent of such Purchaser after being so
informed.

     4.7 Prospectus Delivery  Requirement.  Each Purchaser  understands that the
Securities Act may require delivery of a prospectus relating to the Common Stock
in connection with any sale thereof  pursuant to a registration  statement under
the  Securities  Act covering  the resale by such  Purchaser of the Common Stock
being sold,  and each  Purchaser  shall  comply with the  applicable  prospectus
delivery requirements of the Securities Act in connection with any such sale.

     4.8 Corporate  Existence.  So long as any Purchaser  beneficially  owns any
Warrants or Common Stock,  the Company shall  maintain its corporate  existence,
except in the event of a merger,  consolidation  or sale of all or substantially
all of the Company's  assets,  as long as the  surviving or successor  entity in
such  transaction  assumes the  Company's  obligations  hereunder  and under the
agreements and instruments entered into in connection herewith.

     4.9 Hedging Transactions.  No Purchaser has an existing short position with
respect  to the  Common  Shares.  Each  Purchaser  agrees  not to,  directly  or
indirectly,  enter into any short sales with respect to the Common  Shares prior
to the date on which such Purchaser is entitled to sell,  transfer the number of
shares of Common Stock as to which such Purchaser  proposes to establish a short
position.  This  Section  4.9  shall  not  prohibit  Purchaser  from at any time
entering into options  contracts  with respect to the Common  Shares,  including
puts  and  calls  including  delivering  Common  Stock  in  satisfaction  of any
exercised options.

     4.10 Use of Proceeds.  The Company will use the proceeds of the sale of the
Securities  for  working  capital or such other  purposes as  management  or the
Company's Board of Directors shall determine or is required as repayment of debt
under the terms of the Contract  Modification  and  Termination  Agreement dated
March 5, 2002 entered into with Pharmacia Corporation.

                                    ARTICLE V
           LEGEND REMOVAL, TRANSFER, CERTAIN SALES, ADDITIONAL SHARES

     5.1 Removal of Legend.  The Legend  shall be removed and the Company  shall
issue a certificate without such Legend to the holder of any Security upon which
it is stamped,  and a  certificate  for a security  shall be  originally  issued
without the Legend,  if, (a) the sale of such Security is  registered  under the
Securities Act, (b) such holder provides the Company with an opinion of counsel,
in form,  substance  and scope  customary  for opinions of counsel in comparable
transactions  and  reasonably  satisfactory  to the Company and its counsel (the
reasonable  cost of which shall be borne by the Company if,  after one (1) year,
neither an effective registration statement under the Securities Act or Rule 144
is available in  connection  with such sale) to the effect that a public sale or
transfer of such Security may be made without  registration under the Securities
Act pursuant to an exemption  from such  registration  requirements  or (c) such
Security  can be sold  pursuant to Rule 144 and the holder  provides the Company
with reasonable  assurances that the Security can be so sold without restriction
or (d) such Security can be sold pursuant to Rule 144(k).  Each Purchaser agrees
to sell all Securities,  including those  represented by a  certificate(s)  from
which the Legend has been removed,  or which were originally  issued without the
Legend,  pursuant to an effective registration statement, in accordance with the
manner of distribution described in such registration statement and to deliver a
prospectus in connection with such sale, or in compliance with an exemption from
the registration  requirements of the Securities Act. In the event the Legend is
removed from any  Security or any Security is issued  without the Legend and the
Security is to be disposed of other than pursuant to the registration  statement
or pursuant to Rule 144, then prior to, and as a condition to, such  disposition
such  Security  shall be relegended  as provided  herein in connection  with any
disposition if the  subsequent  transfer  thereof would be restricted  under the
Securities  Act.  Also,  in the event the Legend is removed from any Security or
any Security is issued without the Legend and thereafter the  effectiveness of a
registration  statement covering the resale of such Security is suspended or the
Company  determines  that a  supplement  or  amendment  thereto is  required  by
applicable  securities  laws, then upon  reasonable  advance notice to Purchaser
holding such Security,  the Company may require that the Legend be placed on any
such  Security  that cannot then be sold  pursuant to an effective  registration
statement or Rule 144 or with respect to which the opinion referred to in clause
(b) next above has not been  rendered,  which  Legend shall be removed when such
Security may be sold pursuant to an effective registration statement or Rule 144
or such holder provides the opinion with respect thereto described in clause (b)
next above.

     5.2 Transfer  Agent  Instructions.  The Company shall instruct its transfer
agent to issue  certificates,  registered  in the name of each  Purchaser or its
nominee,  for the  Common  Shares  and for the  Warrant  Shares in such  amounts
determined in accordance with the terms of the Warrants. Such certificates shall
bear the Legend only to the extent  provided  by Section 5.1 above.  The Company
covenants that no instruction other than such  instructions  referred to in this
Article V, and stop transfer  instructions  to give effect to Section 2.6 hereof
in the case of the Common Shares and Warrant Shares prior to registration of the
Common Shares and Warrant Shares under the Securities  Act, will be given by the
Company to its transfer agent and that the Securities  shall otherwise be freely
transferable  on the books and records of the  Company.  Nothing in this Section
shall affect in any way each Purchaser's  obligations and agreement set forth in
Section  5.1  hereof  to  resell  the   Securities   pursuant  to  an  effective
registration  statement and to deliver a prospectus in connection with such sale
or in  compliance  with an  exemption  from  the  registration  requirements  of
applicable  securities  laws.  If (a) a Purchaser  provides  the Company with an
opinion of counsel,  which  opinion of counsel  shall be in form,  substance and
scope  customary  for  opinions  of  counsel  in  comparable   transactions  and
reasonably  satisfactory  to the Company and its counsel (the reasonable cost of
which shall be borne by the Company if, after one (1) year, neither an effective
registration  statement  under the  Securities  Act or Rule 144 is  available in
connection  with such  sale),  to the effect that the  Securities  to be sold or
transferred   may  be  sold  or  transferred   pursuant  to  an  exemption  from
registration or (b) a Purchaser transfers Securities to an affiliate which is an
accredited  investor  (within the meaning of  Regulation D under the  Securities
Act) and which delivers to the Company in written form the same representations,
warranties  and covenants  made by Purchaser  hereunder or pursuant to Rule 144,
the Company shall permit the transfer, and, in the case of the Common Shares and
Warrant  Shares,  promptly  instruct  its  transfer  agent to issue  one or more
certificates  in  such  name  and in  such  denomination  as  specified  by such
Purchaser.  The  Company  acknowledges  that a breach  by it of its  obligations
hereunder will cause irreparable harm to a Purchaser by vitiating the intent and
purpose  of  the  transaction  contemplated  hereby.  Accordingly,  the  Company
acknowledges  that the remedy at law for a breach of its obligations  under this
Article V will be inadequate and agrees,  in the event of a breach or threatened
breach by the  Company of the  provisions  of this  Article V, that a  Purchaser
shall be entitled, in addition to all other available remedies, to an injunction
restraining any breach and requiring  immediate  issuance and transfer,  without
the necessity of showing  economic  loss and without any bond or other  security
being required.

                                   ARTICLE VI
                 CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL

     6.1  Conditions to the Company's  Obligation to Sell. The obligation of the
Company  hereunder  to issue  and sell  the  Common  Shares  and  Warrants  to a
Purchaser at the Closing is subject to the  satisfaction,  as of the date of the
Closing and with respect to such Purchaser,  of each of the following conditions
thereto,  provided that these  conditions are for the Company's sole benefit and
may be waived by the Company at any time in its sole discretion:

     (i)  Such Purchaser shall have executed and delivered the signature page to
          this Agreement and the Registration Rights Agreement;

     (ii) Such  Purchaser  shall have wired its  Purchase  Price to the  account
          designated by the Company.

     (iii)The  representations  and warranties of such  Purchaser  shall be true
          and correct in all  material  respects as of the date when made and as
          of the Closing as though made at that time (except for representations
          and warranties that speak as of a specific  date),  and such Purchaser
          shall have performed,  satisfied and complied in all material respects
          with  the  covenants,  agreements  and  conditions  required  by  this
          Agreement  to  be  performed,   satisfied  or  complied  with  by  the
          applicable Purchaser at or prior to the Closing.

     (iv) No statute,  rule,  regulation,  executive  order,  decree,  ruling or
          injunction shall have been enacted,  entered,  promulgated or endorsed
          by any court or  governmental  authority of competent  jurisdiction or
          any  self-regulatory  organization  having  authority over the matters
          contemplated  hereby which restricts or prohibits the  consummation of
          any of the transactions contemplated by this Agreement.

                                   ARTICLE VII
              CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE

     7.1 The  obligation  of each  Purchaser  hereunder  to purchase  the Common
Shares and  Warrants to be purchased by it on the date of the Closing is subject
to the  satisfaction  of each of the following  conditions,  provided that these
conditions  are for each  Purchaser's  sole  benefit  and may be  waived by such
Purchaser at any time in such Purchaser's sole discretion:

     (i)  The Company shall have  executed and  delivered the signature  page to
          this Agreement and the Registration Rights Agreement.

     (ii) The Company  shall have  delivered  to the  Purchaser's  counsel  duly
          issued  certificates  for the  Common  Shares  being so  purchased  by
          Purchaser and Warrants being issued to such Purchaser at the Closing.

     (iii)The  representations  and  warranties of the Company shall be true and
          correct in all  material  respects  as of the date when made and as of
          the  Closing as though  made at that time and the  Company  shall have
          performed,  satisfied  and complied in all material  respects with the
          covenants,  agreements and conditions required by this Agreement to be
          performed,  satisfied  or complied  with by the Company at or prior to
          the Closing. Purchaser shall have received a certificate,  executed by
          the Chief Executive Officer or Chief Financial Officer of the Company,
          dated as of the Closing to the foregoing effect.

     (iv) No statute,  rule,  regulation,  executive  order,  decree,  ruling or
          injunction shall have been enacted,  entered,  promulgated or endorsed
          by any court or  governmental  authority of competent  jurisdiction or
          any  self-regulatory  organization  having  authority over the matters
          contemplated  hereby which  prohibits the  consummation  of any of the
          transactions contemplated by this Agreement.

     (v)  Purchaser shall have received the officer's  certificate  described in
          Section 3.3, dated as of the Closing.

     (vi) Purchaser  shall have  received the legal  opinion from the  Company's
          counsel in the form attached hereto as Exhibit C.

                                  ARTICLE VIII
                          GOVERNING LAW; MISCELLANEOUS

     8.1 Governing Law:  Jurisdiction.  This Agreement  shall be governed by and
construed in accordance with the Delaware General Corporation Law (in respect of
matters of corporation  law) and the laws of the State of California (in respect
of all other  matters)  applicable to contracts  made and to be performed in the
State of California.  The parties hereto irrevocably consent to the jurisdiction
of the United States  federal  courts and state courts  located in the County of
New  Castle  in the  State of  Delaware  in any suit or  proceeding  based on or
arising  under  this  Agreement  or the  transactions  contemplated  hereby  and
irrevocably  agree that all claims in respect of such suit or proceeding  may be
determined in such courts. The Company and each Purchaser irrevocably waives the
defense of an  inconvenient  forum to the maintenance of such suit or proceeding
in such forum.  The Company and each  Purchaser  further  agrees that service of
process upon the Company or such Purchaser,  as applicable,  mailed by the first
class  mail in  accordance  with  Section  8.6 shall be deemed in every  respect
effective  service of process upon the Company or such  Purchaser in any suit or
proceeding arising  hereunder.  Nothing herein shall affect Purchaser's right to
serve  process in any other manner  permitted  by law. The parties  hereto agree
that a final  non-appealable  judgment in any such suit or  proceeding  shall be
conclusive and may be enforced in other  jurisdictions  by suit on such judgment
or in any other lawful manner. The parties hereto irrevocably waive any right to
a trial by jury under applicable law.

     8.2   Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  including, without limitation, by facsimile transmission,  all of
which  counterparts  shall be  considered  one and the same  agreement and shall
become effective when  counterparts have been signed by each party and delivered
to the other party.  In the event any  signature  page is delivered by facsimile
transmission,  the party  using such means of delivery  shall  cause  additional
original  executed  signature pages to be delivered to the other parties as soon
as practicable thereafter.

     8.3  Headings.  The  headings  of this  Agreement  are for  convenience  of
reference  and shall not form part of, or affect  the  interpretation  of,  this
Agreement.

     8.4  Severability.  If any provision of this Agreement  shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or  enforceability of the remainder of this Agreement or the
validity or enforceability of this Agreement in any other jurisdiction.

     8.5  Entire  Agreement:  Amendments.  This  Agreement  and the  instruments
referenced  herein contain the entire  understanding of the parties with respect
to the maters covered herein and therein and, except as  specifically  set forth
herein  or  therein,   neither  the   Company  nor  any   Purchaser   makes  any
representation,  warranty, covenant or undertaking with respect to such matters.
No provision of this  Agreement  may be waived  other than by an  instrument  in
writing signed by the party to be charged with  enforcement  and no provision of
this  Agreement may be amended other than by an instrument in writing  signed by
the Company and each Purchaser.

     8.6 Notice. Any notice herein required or permitted to be given shall be in
writing  and may be  personally  served or  delivered  by  nationally-recognized
overnight  courier or by  facsimile  machine  confirmed  telecopy,  and shall be
deemed delivered at the time and date of receipt (which shall include  telephone
line facsimile transmission). The addresses for such communications shall be:

                  if to the Company:
                  ------------------
                  Miravant Medical Technologies
                  336 Bollay Drive
                  Santa Barbara, CA 93117
                  Attention: Gary S. Kledzik
                  Facsimile: (805) 685-7981

                  with copy to:
                  Sheppard Mullin Richter & Hampton, LLP
                  800 Anacapa Street
                  Santa Barbara, CA 93101
                  Attention:  Joseph E. Nida, Esq.
                  Facsimile: (805) 568-1955





                  If to Gorumna, Ltd. (BVI):
                  --------------------------
                  c/o A.J. Widerkehr
                  Bahnhoftrasse 44/PO Box 6040
                  CH-8023, Zurich Switzerland
                  Attention:  A.J. Widerkehr
                  Facsimile:   011-41-1-215-1212

                  with a copy to:
                  ---------------
                  Robert T. Tucker, Esq.
                  61 Purchase Street, Suite 2
                  Rye, NY  10580
                  Facsimile:  (914) 967-8161

                  If to Pleyel Holdings, Limited (BVI):
                  -------------------------------------
                  c/o Nomina Financial Services, Ltd.
                  Waldmannstrasse 8/PO Box 319
                  CH-8024, Zurich, Switzerland
                  Facsimile:   011-41-1-267-4089

                  with a copy to:
                  ---------------
                  Robert T. Tucker, Esq.
                  61 Purchase Street, Suite 2
                  Rye, NY  10580
                  Facsimile:  (914) 967-8161

                  If to Big Cat Capital, Limited (BVI):
                  -------------------------------------
                  c/o Nomina Financial Services, Ltd.
                  Waldmannstrasse 8/PO Box 319
                  CH-8024, Zurich, Switzerland
                  Facsimile:   011-41-1-267-4089

                  with a copy to:
                  ---------------
                  Robert T. Tucker, Esq.
                  61 Purchase Street, Suite 2
                  Rye, NY  10580
                  Facsimile:  (914) 967-8161

                  If to Acacias Financial, Limited (BVI):
                  ---------------------------------------
                  c/o Nomina Financial Services, Ltd.
                  Waldmannstrasse 8/PO Box 319
                  CH-8024, Zurich, Switzerland
                  Facsimile:   011-41-1-267-4089


                  with a copy to:
                  ---------------
                  Robert T. Tucker, Esq.
                  61 Purchase Street, Suite 2
                  Rye, NY  10580
                  Facsimile:  (914) 967-8161

                  If to Alert Investments, Limited (BVI):
                  c/o A.J. Widerkehr
                  Bahnhoftrasse 44/PO Box 6040
                  CH-8023, Zurich Switzerland
                  Facsimile:   011-41-1-215-1212

                  with a copy to:
                  ---------------
                  Robert T. Tucker, Esq.
                  61 Purchase Street, Suite 2
                  Rye, NY  10580
                  Facsimile:  (914) 967-8161

                  If to Camelford Holdings, Limited (BVI):
                  ----------------------------------------
                  c/o Nomina Financial Services, Ltd.
                  Waldmannstrasse 8/PO Box 319
                  CH-8024, Zurich, Switzerland
                  Facsimile:   011-41-1-267-4089

                  with a copy to:
                  ---------------
                  Robert T. Tucker, Esq.
                  61 Purchase Street, Suite 2
                  Rye, NY  10580
                  Facsimile:  (914) 967-8161

                  If to Danube Financial, Limited (BVI):
                  --------------------------------------
                  c/o Nomina Financial Services, Ltd.
                  Waldmannstrasse 8/PO Box 319
                  CH-8024, Zurich, Switzerland
                  Facsimile:   011-41-1-267-4089

                  with a copy to:
                  ---------------
                  Robert T. Tucker, Esq.
                  61 Purchase Street, Suite 2
                  Rye, NY  10580
                  Facsimile:  (914) 967-8161



                  If to Delice Financial, Limited (BVI):
                  --------------------------------------
                  c/o Nomina Financial Services, Ltd.
                  Waldmannstrasse 8/PO Box 319
                  CH-8024, Zurich, Switzerland
                  Facsimile:   011-41-1-267-4089

                  with a copy to:
                  ---------------
                  Robert T. Tucker, Esq.
                  61 Purchase Street, Suite 2
                  Rye, NY  10580
                  Facsimile:  (914) 967-8161

                  If to Iris Financial, Limited (BVI):
                  ------------------------------------
                  c/o Nomina Financial Services, Ltd.
                  Waldmannstrasse 8/PO Box 319
                  CH-8024, Zurich, Switzerland
                  Facsimile:   011-41-1-267-4089

                  with a copy to:
                  ---------------
                  Robert T. Tucker, Esq.
                  61 Purchase Street, Suite 2
                  Rye, NY  10580
                  Facsimile:  (914) 967-8161

                  If to Pearl Waves, Inc. (BVI):
                  c/o A.J. Widerkehr
                  Bahnhoftrasse 44/PO Box 6040
                  CH-8023, Zurich Switzerland
                  Facsimile:   011-41-1-215-1212

                  with a copy to:
                  ---------------
                  Robert T. Tucker, Esq.
                  61 Purchase Street, Suite 2
                  Rye, NY  10580
                  Facsimile:  (914) 967-8161

If to any other Purchaser, to such address set forth under such Purchaser's name
on the  signature  page  hereto  executed  by such  Purchaser.  Each party shall
provide notice to the other parties of any change in address.

     8.7 Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of the  parties and their  successors  and  assigns.  Neither the
Company  nor  any  Purchaser  shall  assign  this  Agreement  or any  rights  or
obligations   hereunder   without  the  prior  written  consent  of  the  other.
Notwithstanding  the  foregoing,  each  Purchaser  may  assign  its  rights  and
obligations  hereunder to any of its "affiliates," as that term is defined under
the Securities Act, without the consent of the Company so long as such affiliate
is an  accredited  investor  (within  the  meaning  of  Regulation  D under  the
Securities  Act) and  agrees  in  writing  to be bound by this  Agreement.  This
provision  shall not limit each  Purchaser's  right to transfer  the  Securities
pursuant to the terms of this  Agreement  or to assign such  Purchaser's  rights
hereunder to any such transferee. In that regard, if Purchaser sells all or part
of its Common Shares to someone that acquires the shares subject to restrictions
on  transferability  (other  than  restrictions,  if  any,  arising  out  of the
transferee's  status  as an  affiliate  of  the  Company),  Purchaser  shall  be
permitted  to  assign  its  rights  hereunder,  in  whole  or in  part,  to such
transferee.

     8.8 Third Party  Beneficiaries.  This Agreement is intended for the benefit
of the parties hereto and their respective  permitted successors and assigns and
is not for the benefit  of, nor may any  provision  hereof be  enforced  by, any
other person.

     8.9 Survival.  The  representations  and  warranties of the Company and the
agreements and covenants shall survive the closing hereunder notwithstanding any
due diligence investigation conducted by or on behalf of Purchaser.  The Company
agrees  to  indemnify  and  hold  harmless  each  Purchaser  and  each  of  each
Purchaser's officers, directors,  employees, partners, agents and affiliates for
loss or damage arising as a result of or related to any breach or alleged breach
by the Company of any of its  representations  or  covenants  set forth  herein,
including advancement of expenses as they are incurred.  The representations and
warranties  of the  Purchasers  shall  survive  the Closing  hereunder  and each
Purchaser  shall  indemnify  and  hold  harmless  the  Company  and  each of its
officers, directors,  employees, partners, agents and affiliates for any loss or
damage arising as a result of the breach of such Purchaser's representations and
warranties.

     8.10 Further  Assurances.  Each party shall do and perform,  or cause to be
done and  performed,  all such  further acts and things,  and shall  execute and
deliver all such other agreements,  certificates,  instruments and documents, as
the other  party may  reasonably  request  in order to carry out the  intent and
accomplish  the  purposes  of  this  Agreement  and  the   consummation  of  the
transactions contemplated hereby.

     8.11 Expenses.  The Company will reimburse the Purchasers  collectively for
up to TWELVE THOUSAND FIVE HUNDRED DOLLARS ($12,500) for actual documented legal
expenses, consulting expenses, due diligence expenses and travel expenses.

     8.12 Remedies. No provision of this Agreement providing for any remedy to a
Purchaser  shall limit any remedy  which would  otherwise  be  available to such
Purchaser at law or in equity.  Nothing in this Agreement shall limit any rights
a Purchaser may have with any applicable  federal or state  securities laws with
respect to the investment  contemplated  hereby. The Company acknowledges that a
breach by it of its  obligations  hereunder  will  cause  irreparable  harm to a
Purchaser.  Accordingly,  the Company  acknowledges that the remedy at law for a
material breach of its  obligations  under this Agreement will be inadequate and
agrees,  in the event of a breach or  threatened  breach by the  Company  of the
provisions of this Agreement, that a Purchaser shall be entitled, in addition to
all other  available  remedies,  to an  injunction  restraining  any  breach and
requiring immediate  compliance,  without the necessity of showing economic loss
and without any bond or other security being required.

     8.13 Final Agreement.  This Agreement, when executed by the parties hereto,
shall constitute the final agreement between the parties and upon such execution
Purchasers  and the Company  accept the terms hereof and have no cause of action
against  each  other for prior  negotiations  preceding  the  execution  of this
Agreement.

     8.14 Facsmile Signatures/Counterparts. The Closing of this transaction will
occur through the exchange of signature  pages by facsimile  and fully  executed
copies shall be subsequently exchanged.


<PAGE>



         IN WITNESS WHEREOF, the undersigned Purchasers and the Company have
caused this Agreement to be duly executed as of the date first above written.

COMPANY:

MIRAVANT MEDICAL TECHNOLOGIES:

By:   /s/ Gary S. Kledzik
-------------------------
Name:    Gary S. Kledzik
Title:   Chief Executive Officer


PURCHASERS:

GORUMNA, LTD. (BVI)

By:      /s/ Robert T. Tucker
-----------------------------
         Name:    Robert T. Tucker
         Title:    Attorney-in-Fact

         Aggregate Number of Common Shares:  500,000
         Number of Warrants:  250,000

PLEYEL HOLDINGS, LIMITED

By:      /s/ Robert T. Tucker
-----------------------------
         Name:    Robert T. Tucker
         Title:    Attorney-in-Fact

         Aggregate Number of Common Shares:   500,000
         Number of Warrants:  250,000

BIG CAT CAPITAL, LIMITED  (BVI)

By:      /s/ Robert T. Tucker
-----------------------------
         Name:    Robert T. Tucker
         Title:    Attorney-in-Fact

         Aggregate Number of Common Shares:  500,000
         Number of Warrants:  250,000

PURCHASERS (continued):

ACACIAS FINANCIAL, LIMITED  (BVI)

By:      /s/ Robert T. Tucker
-----------------------------
         Name:    Robert T. Tucker
         Title:    Attorney-in-Fact

         Aggregate Number of Common Shares:  500,000
         Number of Warrants:  250,000

ALERT INVESTMENTS, LIMITED  (BVI)

By:      /s/ Robert T. Tucker
-----------------------------
         Name:    Robert T. Tucker
         Title:    Attorney-in-Fact

         Aggregate Number of Common Shares:  500,000

         Number of Warrants:  250,000

CAMELFORD HOLDINGS, LIMITED  (BVI)

By:      /s/ Robert T. Tucker
-----------------------------
         Name:    Robert T. Tucker
         Title:    Attorney-in-Fact

         Aggregate Number of Common Shares:  500,000
         Number of Warrants:  250,000

DANUBE FINANCIAL, LIMITED  (BVI)

By:      /s/ Robert T. Tucker
-----------------------------
         Name:    Robert T. Tucker
         Title:    Attorney-in-Fact

         Aggregate Number of Common Shares:  500,000
         Number of Warrants:  250,000



PURCHASERS (continued):

DELICE FINANCIAL, LIMITED  (BVI)

By:      /s/ Robert T. Tucker
-----------------------------
         Name:    Robert T. Tucker
         Title:    Attorney-in-Fact

         Aggregate Number of Common Shares:  500,000
         Number of Warrants:  250,000

IRIS FINANCIAL, LIMITED  (BVI)

By:      /s/ Robert T. Tucker
-----------------------------
         Name:    Robert T. Tucker
         Title:    Attorney-in-Fact

         Aggregate Number of Common Shares:  500,000
         Number of Warrants:  250,000

PEARL WAVES, INC.  (BVI)

By:      /s/ Robert T. Tucker
-----------------------------
         Name:    Robert T. Tucker
         Title:    Attorney-in-Fact

         Aggregate Number of Common Shares:  500,000
         Number of Warrants:  250,000



<PAGE>




                                    Exhibit A
                                       To
                          Securities Purchase Agreement


                             STOCK PURCHASE WARRANT



<PAGE>


                                    Exhibit B
                                       To
                          Securities Purchase Agreement


                          REGISTRATION RIGHTS AGREEMENT




<PAGE>


                                    Exhibit C
                                       to
                          Securities Purchase Agreement

                       LEGAL OPINION OF COMPANY'S COUNSEL

<PAGE>


                                List of Schedules
                                       to
                          Securities Purchase Agreement

Schedule 1        -        List of Investors

Schedule 3.2      -        Authorization; Enforcement

Schedule 3.3      -        Capitalization

Schedule 3.5      -        Conflicts

Schedule 3.6      -        SEC Documents

Schedule 3.7      -        Absence of Certain Changes

Schedule 3.8      -        Litigation







<PAGE>


                                   SCHEDULE 1
                        TO SECURITIES PURCHASE AGREEMENT

                                LIST OF INVESTORS

Investor                            Shares of Common Stock    Warrant Shares

Gorumna, Ltd.  (BVI)                        500,000           250,000

Pleyel Holdings, Limited  (BVI)             500,000           250,000

Big Cat Capital, Limited  (BVI)             500,000           250,000

Acacias Financial, Limited  (BVI)           500,000           250,000

Alert Investments, Limited  (BVI)           500,000           250,000

Camelford Holdings, Limited  (BVI)          500,000           250,000

Danube Financial, Limited  (BVI)            500,000           250,000

Delice Financial, Limited  (BVI)            500,000           250,000

Iris Financial, Limited  (BVI)              500,000           250,000

Pearl Waves, Inc.  (BVI)                    500,000           250,000



<PAGE>


                                  SCHEDULE 3.2
                                       TO
                          SECURITIES PURCHASE AGREEMENT


                           AUTHORIZATION; ENFORCEMENT



<PAGE>


                                  SCHEDULE 3.3
                                       TO
                          SECURITIES PURCHASE AGREEMENT


                                 CAPITALIZATION


                                                               Number of Shares
Authorized Stock:
         Preferred Stock                                             20,000,000
         Common Stock                                                50,000,000


Outstanding:

         Preferred Stock                                              0
         Common Stock                                                18,877,818


Stock Options:
         Reserved                                                     8,000,000
         Issued ($9.99 avg exercise price)                            6,520,904
         Exercisable (vested; $15.34 avg exercise price)              3,418,808


Warrants:
         Issued ($12.99 avg exercise price)                           1,468,750


Other Convertible Instruments:
         Reserved                                                      None



<PAGE>


                                  SCHEDULE 3.5
                                       TO
                          SECURITIES PURCHASE AGREEMENT


                                    CONFLICTS



<PAGE>


                                  SCHEDULE 3.6
                                       TO
                          SECURITIES PURCHASE AGREEMENT


                                  SEC DOCUMENTS




|X|      Form 8-K (Clinical data press release) filed January 16, 2002
|X|      Form 8-K (Notification of delisting by Nasdaq) filed March 11, 2002
|X|      Form 8-K (Restructuring of Pharmacia Agreements) filed March 12, 2002
|X|      Form 10-K (Annual Report) filed March 31, 2002
|X|      Form S-3/A (Amended Shelf Registration) filed April 9, 2002
|X|      Def 14A (Proxy Statement) filed April 30, 2002
|X|      Form 10-Q (First Quarter Financial Statements) filed May 15, 2002
|X|      Form 10-K/A (Amended Annual Report) filed May 31, 2002
|X|      Form S-3/A (Amended Shelf Registration) filed May 31, 2002
|X|      Form 11-K (ESOP Plan Annual Financial Statements) filed June 27, 2002
|X|      Form 8-K (Delisting notification by Nasdaq and move to OTC board)
         filed July 12, 2002
|X|      Form 10-Q (Second Quarter Financial Statements) filed August 14, 2002



<PAGE>


                                  SCHEDULE 3.7
                                       TO
                          SECURITIES PURCHASE AGREEMENT


                           ABSENCE OF CERTAIN CHANGES




<PAGE>


                                  SCHEDULE 3.8
                                       TO
                          SECURITIES PURCHASE AGREEMENT


                                   LITIGATION



</TEXT>
</DOCUMENT>
