NORTHWEST BIOTHERAPEUTICS INC
EXHIBIT 10.9
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<TYPE>EX-10.9
<SEQUENCE>10
<FILENAME>v11186exv10w9.txt
<DESCRIPTION>EXHIBIT 10.9
<TEXT>
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Exhibit 10.9

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

      THIS FIRST AMENDMENT TO NORTHWEST BIOTHERAPEUTICS, INC. LOAN AGREEMENT,
SECURITY AGREEMENT AND 10% CONVERTIBLE, SECURED PROMISSORY NOTE (the "First
Amendment") is made and entered into as of July 26, 2005, by and among NORTHWEST
BIOTHERAPEUTICS, INC., a Delaware corporation (the "Maker") and Toucan Capital
Fund II, L.P. (the "Holder"). This First Amendment amends the Note (as defined
below).

                                    RECITALS

A. Section 17.6 of that certain Northwest Biotherapeutics, Inc. Loan Agreement,
Security Agreement and 10% Convertible, Secured Promissory Note, in the
principal amount of $2,000,000.00 dated as of July 30, 2004, by and between the
Maker and the Holder in the form attached to this First Amendment as Exhibit A
(the "Note"), states that any provision of such note may be amended or waived in
writing by the Holder and the Maker; and

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

                                    AGREEMENT

      NOW, THEREFORE, in consideration of these premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1. Section 1 of the Note is hereby amended to provide that the Maturity Date is
November 1, 2005.

2. All other terms and conditions of the Note shall be unaffected hereby and
remain in full force and effect.

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3. This First Amendment shall be governed by and construed under the laws of the
state of Delaware without giving effect to principles of conflicts of laws of
the State of Delaware or any other state.

                            [SIGNATURE PAGE FOLLOWS]

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      IN WITNESS WHEREOF, the parties hereto have executed this FIRST AMENDMENT
TO NORTHWEST BIOTHERAPEUTICS, INC. LOAN AGREEMENT, SECURITY AGREEMENT AND 10%
CONVERTIBLE, SECURED PROMISSORY NOTE as of the date first above written.

MAKER:

NORTHWEST BIOTHERAPEUTICS, INC.,
a Delaware corporation

By:_________________________________
Name:_______________________________
Title:______________________________

HOLDER:

Toucan Capital Fund II, L.P.

By:________________________________
   Linda Powers, Managing Director

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