MIRAVANT MEDICAL TECHNOLOGIES, POS462B, 1999-05-27

MIRAVANT MEDICAL TECHNOLOGIES
POS462B, 1999-05-27
PHARMACEUTICAL PREPARATIONS

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As filed with the Securities and Exchange Commission on May 27, 1999
Registration No. 333-60251

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------

Post-Effective Amendment No. 2
to

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MIRAVANT MEDICAL TECHNOLOGIES
(Exact name of registrant as specified in its charter)

Delaware 77-0222872
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)

336 Bollay Drive
Santa Barbara, California 93117
(805) 685-9880
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

GARY S. KLEDZIK Ph.D.
Chairman and Chief Executive Officer
Miravant Medical Technologies
336 Bollay Drive
Santa Barbara, California 93117
(805) 685-9880
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:

JOSEPH E. NIDA, Esq. JAMES L. NOUSS, JR., Esq.
THEODORE R. MALONEY, Esq. ELIZABETH A. KING, Esq.
Nida & Maloney, a Professional Corporation Bryan Cave LLP
800 Anacapa Street 120 Broadway, Suite 500
Santa Barbara, California 93101 Santa Monica, California 90401
(805) 568-1151 (310) 576-2100

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Approximate date of commencement of proposed
sale to the public: From time to time after this
registration statement becomes effective.
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If the only securities being registered on the form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-39905

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

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This Post-Effective Amendment to Registration Statement shall become
effective upon filing with the Commission in accordance with Rule 462(b) under
the Securities Act of 1933.

4,327,500 Shares

MIRAVANT
MEDICAL TECHNOLOGIES

Common Stock

-----------

Shares of Common Stock of Miravant Medical Technologies, formerly PDT, Inc.
(the "Company"), registered pursuant to the Registration Statement of which this
Prospectus is a part (the "Shares"), may be sold from time to time for the
accounts of and by the persons named under the caption "Selling Shareholders".
The Shares include 2,218,513 Shares of Common Stock issuable upon the exercise
of Common Stock Purchase Warrants (the "Warrants"), as such number may be
adjusted in accordance with Rule 416 of the Securities Act of 1933, as amended
(the "Securities Act"). See "Selling Shareholders". The Selling Shareholders
have advised the Company that the Shares may be sold from time to time on the
Nasdaq National Market ("NNM") or in negotiated transactions, in each case at
prices satisfactory to the seller. The Selling Shareholders and the brokers and
dealers through which the sales of the Shares may be made may be deemed to be
"underwriters" within the meaning set forth in the Securities Act, and their
commissions and discounts and other compensation may be regarded as
underwriters' compensation. See "Plan of Distribution". The Company has issued,
or will issue upon the exercise of the Warrants, the Shares in certain Private
Placement transactions.

The Company will not receive any proceeds from the sale of Shares by the
Selling Shareholders, but will receive the exercise prices payable upon the
exercise of the Warrants, if exercised for cash. There can be no assurance that
all or any of the Warrants will be exercised or that they will be exercised for
cash. All expenses incurred in connection with this offering are being borne by
the Company, other than any commissions or discounts paid or allowed by the
Selling Shareholders to underwriters, dealers, brokers or agents.

The Common Stock of the Company is traded on the NNM under the symbol
"MRVT". On May 24, 1999, the last sale price of the Common Stock as reported by
the NNM was $8.00.

The Common Stock offered hereby involves a high degree of risk. See "Risk
Factors" beginning on page 4.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

May 27, 1999

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's Regional Offices at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and Seven
World Trade Center, Suite 1300, New York, New York 10048. Copies of such
material can be obtained at prescribed rates from the Public Reference Branch of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission
maintains a Web site that contains reports, proxy and information statements and
other materials that are filed through the Commission's Electronic Data
Gathering, Analysis and Retrieval (EDGAR) system. This Web site can be accessed
at http://www.sec.gov. Shares of the Company's Common Stock are listed on the
NNM and the reports, proxy statements and other information filed by the Company
also can be inspected at the offices of the National Association of Securities
Dealers, Inc. (the "NASD"), at 1735 K Street, N.W., Washington, D.C. 20006.

The Company has filed with the Commission a registration statement on Form
S-3 (the "Registration Statement") under the Securities Act with respect to the
Common Stock offered hereby. This Prospectus does not contain all the
information set forth in the Registration Statement, certain portions of which
have been omitted as permitted by the rules and regulations of the Commission.
Statements contained in this Prospectus as to the contents of any contract or
other document are not necessarily complete, and in each instance reference is
made to the copy of such contract or other document filed or incorporated by
reference as an exhibit to the Registration Statement, each such statement being
qualified in all respects by such reference and the exhibits and the schedules
thereto. For further information pertaining to the Company or the Common Stock
offered hereby, reference is made to the Registration Statement and such
exhibits and schedules thereto, which may be inspected without charge at, and
copies thereof may be obtained at prescribed rates from, the Public Reference
Branch of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith, as indicated below. The Company will provide
without charge to each person to whom a copy of this Prospectus has been
delivered, on the written or oral request of such person, a copy of any or all
of the documents referred to below which are incorporated herein by reference
(other than exhibits to such documents unless they are specifically incorporated
by reference into such documents). Requests for such copies should be directed
to Shadean Runyen, Miravant Medical Technologies, 336 Bollay Drive, Santa
Barbara, California 93117; telephone number (805) 685-9880.

The following documents filed with the Commission by the Company under File
No. 0-25544 pursuant to the Exchange Act are incorporated herein by reference:
Annual Report on Form 10-K for the fiscal year ended December 31, 1998;
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1999;
Definitive Proxy Statement dated May 10, 1999; Current Report on Form 8-K dated
January 15, 1999; and description of the Company's Common Stock as contained in
Item 1 of the Company's Registration Statement on Form 8-A filed February 9,
1995.

All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this
Prospectus and prior to the termination of the offering of the Common Stock
offered hereby shall be deemed to be incorporated by reference herein and to be
a part hereof from the date of filing of such documents. See "Available
Information". Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document incorporated or deemed to be incorporated
herein by reference, which statement is also incorporated herein by reference,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

No person is authorized in connection with any offering made hereby to give
any information or to make any representation not contained in this Prospectus,
and, if given or made, such information or representation must not be relied
upon as having been authorized by the Company or any Selling Shareholder. This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy any of the securities offered hereby to any person in any jurisdiction in
which it is unlawful to make such an offer or solicitation. Neither the delivery
of this Prospectus nor any sale made hereunder shall under any circumstances
create any implication that the information contained herein is correct as of
any date subsequent to the date hereof.

THE COMPANY

Miravant Medical Technologies, formerly PDT, Inc., is engaged in the
integrated development of drugs and medical device products for use in
PhotoPoint(TM), our proprietary technologies for photodynamic therapy.
PhotoPoint is a medical procedure which integrates the use of proprietary
light-activated drugs, proprietary light producing devices and light delivery
devices to achieve selective photochemical destruction of diseased cells. We
believe that PhotoPoint has the potential to be a safe, cost-effective,
minimally invasive primary or adjunctive treatment for indications in a broad
number of disease areas, including oncology, ophthalmology, urology, dermatology
and cardiovascular disease. We are currently conducting clinical trials in
ophthalmology and oncology. Our current clinical trials are testing our leading
drug candidate, SnET2 or tin ethyl etiopurpurin. We are developing products in
collaboration with our corporate partners, Boston Scientific Corporation or
Boston Scientific, Chiron Diagnostics or Chiron, Cordis Corporation, a Johnson &
Johnson company or Cordis, Iridex Corporation or Iridex, Medicis Pharmaceutical
Corporation or Medicis, Pharmacia & Upjohn, Inc. or Pharmacia & Upjohn, Ramus
Medical Technologies or Ramus and Xillix Technologies Corp. or Xillix.

Photodynamic therapy is a minimally invasive medical procedure that uses
photoselective, or light-activated, drugs to treat or diagnose disease. The
technology involves three components: photoselective drugs, light producing
devices and light delivery devices.

Photoselective drugs transform light energy into chemical energy in a
manner similar to the action of chlorophyll in green plants. Certain
photoselective drugs accumulate and are retained in fast-growing
(hyperproliferating) cells. Hyperproliferation is a characteristic of cells
associated with a variety of diseases such as cancer, certain vascular disorders
and skin diseases such as psoriasis.

A photoselective drug is typically administered by intravenous injection
and distributes throughout the body. After several hours, the drug starts to
clear from normal tissues but is retained in hyperproliferating tissues for up
to several days. The drug is inactive until exposed to light of a specific
wavelength, which can vary depending on the drug's molecular structure. Exposing
the target cells to the appropriate light wavelength permits selective
activation of the retained drug and initiates a chemical reaction that generates
a highly reactive form of oxygen. High concentrations of this form of oxygen
lead to destruction of the cellular membrane and, ultimately, cell death. The
response of the target cells depends on, among other factors, the drug dose, the
amount of light energy delivered, the physiology of the cell and the vasculature
in the diseased areas. Neither the drug nor the light on its own can cause the
desired effect. The drug is a catalyst which transfers energy. The chemical
reaction stops when the light is turned off. The result of this process is that
diseased cells are destroyed with minimal damage to surrounding normal tissues,
offering the potential for a more selective method of treating disease than
chemotherapy, radiation therapy or surgery, which can damage both normal and
abnormal tissues.

Our objective is to apply PhotoPoint -- our photodynamic therapy systems,
which integrate photoselective drugs, light producing devices and light delivery
devices -- as a primary therapy in targeted disease areas and as an adjunct to
surgery or other therapies in these same or other disease areas. Although the
potential applications for our PhotoPoint systems are numerous, in 1998 we
announced our intention to refine our focus to target large potential market
opportunities or diseases with significant unmet medical needs. By doing so, we
believe we may be able to accelerate regulatory processes where appropriate and
facilitate commercial success. In addition, to facilitate development,
regulatory approval, manufacturing, marketing and distribution of our products,
we have or seek to form strategic collaborations with partners who are leaders
in our targeted disease areas.

We were incorporated in Delaware in 1989 and, effective September 15, 1997,
changed our name from PDT, Inc. to Miravant Medical Technologies. Our executive
offices and the offices of our three subsidiaries, Miravant Pharmaceuticals,
Inc., Miravant Systems, Inc. and Miravant Cardiovascular, Inc., are located at
336 Bollay Drive, Santa Barbara, California 93117. Our telephone number is (805)
685-9880. Unless otherwise indicated, all references to us include us and our
subsidiaries.

RISK FACTORS

We do not provide forecasts of potential future operational or financial
performance. While management is optimistic about our long-term prospects, the
following issues and uncertainties, among others, should be considered in
evaluating our outlook. This prospectus, as well as the information incorporated
by reference contains forward-looking statements, which involve known and
unknown risks and uncertainties. These statements relate to our future plans,
objectives, expectations and intentions. These statements may be identified by
the use of words such as "expects", "anticipates", "intends", "plans" and
similar expressions. Our actual results could differ materially from those
discussed in these statements. The factors listed below are not intended to
represent a complete list of the general or specific risks that may affect us.
It should be recognized that other risks may be significant, presently or in the
future, and the risks set forth below may affect us to a greater extent than
indicated.

HISTORY OF OPERATING LOSSES AND UNCERTAINTY OF FUTURE PROFITABILITY

We have not had revenues generated from sales of our drugs and only limited
revenues have been generated from sales of our devices. We have experienced
operating losses since our inception in 1989 and have not yet achieved
profitability. We have an accumulated deficit of $108.9 million (audited) and
$115.0 million (unaudited) as of December 31, 1998 and March 31, 1999,
respectively. We do not expect to achieve significant levels of revenues for at
least several years. Our revenues to date have consisted, and for the
foreseeable future are expected to consist, principally of grants awarded,
payments for our devices, license fees, royalties, clinical reimbursements,
milestone payments and interest income. Our ability to generate significant
revenues in the future is dependent upon:

* Successfully completing our research or product development
efforts or those of our collaborative partners;
* Successfully transforming our drugs or devices currently under
development into marketable products;
* Obtaining the required regulatory approvals;
* Manufacturing our products at an acceptable cost and with
appropriate quality;
* Favorable acceptance of any products marketed; and
* Successful marketing and sales efforts of our corporate
partner(s).

We may not be successful in achieving any of the above, and if we are not
successful, our business, financial condition and operating results could be
adversely affected. The time frame necessary to achieve these goals for any
individual product is long and uncertain. Most of our products currently under
development will require significant additional research and development and
preclinical studies and clinical trials, and all will require regulatory
approval prior to commercialization. The likelihood of our success must be
considered in light of these and other problems, expenses, difficulties,
complications and delays.

UNPROVEN SAFETY AND EFFICACY; CLINICAL TRIALS

All of our drug and device products currently under development will
require extensive preclinical studies and clinical trials prior to regulatory
approval for commercial use. None of our products have completed testing for
efficacy or safety in humans. Some of the risks and uncertainties related to
safety and efficacy testing and the completion of preclinical studies and
clinical trials include:

* Our ability to demonstrate to the Food and Drug Administration or
FDA that SnET2 or any other of our products is safe and
efficacious;
* Our ability to successfully commence and complete the testing for
any of our compounds within any specified time period, if at all;
* Clinical data reported may change as a result of the continuing
evaluation of patients;
* Data obtained from preclinical studies and clinical trials are
subject to varying interpretations which can delay, limit or
prevent approval by the FDA or other regulatory authorities;
* Problems in research and development, preclinical studies or
clinical trials that will cause us to delay, suspend or cancel
clinical trials; and
* As a result of changing economic considerations, competitive or
new technological developments, market approvals or changes,
clinical or regulatory conditions, or clinical trial results, our
focus may shift to other indications, or we may determine not to
further pursue one or more of the indications currently being
pursued.

To date, we have limited experience in conducting clinical trials. We will
either need to rely on third parties, including our collaborative partners, to
design and conduct any required clinical trials or expend resources to hire
additional personnel or engage outside consultants or contract research
organizations to administer the clinical trials. We may not be able to find
appropriate third parties to design and conduct clinical trials or we may not
have the resources to administer clinical trials in-house.

RELIANCE ON COLLABORATIVE PARTNERS

We have entered into collaborative relationships with certain corporations
and academic institutions for the research and development, preclinical studies
and clinical trials, licensing, manufacturing, sales and distribution of our
products. These collaborative relationships include:

* In 1995, we entered into a collaborative agreement with Pharmacia
& Upjohn, which was subsequently amended in 1996, 1998 and 1999,
pursuant to which we granted to Pharmacia & Upjohn an exclusive
worldwide license to use, distribute and sell SnET2 for
therapeutic or diagnostic applications in photodynamic therapy
for ophthalmology, oncology and urology;
* Collaborations with Boston Scientific and Cordis for the
co-development of catheters for use in photodynamic therapy;
* Collaborations with Medicis for the clinical development of
PhotoPoint in dermatology;
* Collaborations with Chiron for the early detection and treatment
of lung cancer;
* Collaborations with Iridex, Ramus and Xillix for the development
of devices for use in photodynamic therapy in the fields of
ophthalmology, cardiovascular disease and oncology, respectively;
and
* Collaborations with Fresenius for final drug formulation and drug
product supply.

The amount of royalty revenues and other payments, if any, ultimately paid
by Pharmacia & Upjohn globally to Miravant for sales of SnET2 is dependent, in
part, on the amount and timing of resources Pharmacia & Upjohn commits to
research and development, preclinical studies and clinical testing and
regulatory and marketing and sales activities, which are entirely within the
control of Pharmacia & Upjohn. Pharmacia & Upjohn may not pursue the development
and commercialization of SnET2 and/or may not perform its obligations as
expected. Also, we have not yet entered into any definitive collaborative
agreements with Boston Scientific, Cordis, Medicis or Chiron. These
collaborations may not culminate in definitive collaborative agreements or
marketable products. Additionally, Iridex, Ramus and Xillix may not continue the
development of devices for use in photodynamic therapy, or such development may
not result in marketable products.

We are currently at various stages of discussions with other companies
regarding the establishment of collaborations. Our current and future
collaborations are important to us because they allow us greater access to
funds, to research, development or testing resources and to manufacturing, sales
or distribution resources that we would otherwise not have. We intend to
continue to rely on such collaborative arrangements. Some of the risks and
uncertainties related to the reliance on collaborations include:

* Our ability to negotiate acceptable collaborative arrangements;
* Future or existing collaborative arrangements may not be
successful or may not result in products that are marketed or
sold;
* Such collaborative relationships may limit or restrict us;
* Collaborative partners are free to pursue alternative
technologies or products either on their own or with others,
including our competitors, for the diseases targeted by our
programs and products;
* Our partners may terminate the relationships described above, and
we may be required to seek other partners, or expend substantial
additional resources to pursue these activities independently.
These efforts may not be successful; and
* Our ability to manage, interact and coordinate our timelines and
objectives with our strategic partners.

ADDITIONAL FINANCING REQUIREMENTS AND UNCERTAINTY OF CAPITAL FUNDING

We have incurred negative cash flows from operations since our inception
and have expended substantial funds on our research and development programs and
preclinical studies and clinical testing. We may require substantial funding to
continue or undertake our research and development activities, preclinical
studies and clinical testing and manufacturing, marketing, sales, distribution
and administrative activities. Our existing capital resources, together with the
proceeds from future offerings and future cash flows, may not be sufficient to
fund our future operations.

COMPETITION AND TECHNOLOGICAL UNCERTAINTY

Many of our competitors have substantially greater financial, technical and
human resources than we do, and may also have substantially greater experience
in developing products, conducting preclinical studies or clinical trials,
obtaining regulatory approvals and manufacturing and marketing. Further, our
competitive position could be materially adversely affected by the establishment
of patent protection by our competitors. The existing competitors or other
companies may succeed in developing technologies and products that are more
safe, effective or affordable than those being developed by us or that would
render our technology and products less competitive or obsolete.

LIABILITY OR RECALL

The use of our products in clinical trials and the sale of our products may
expose us to liability claims. These claims could be made directly by patients
or consumers, or by companies, institutions or others using or selling our
products. The following are some of the risks related to liability and recall:

* We are subject to the inherent risk that a governmental authority
or third party may require the recall of one or more of our
products;
* We have not obtained liability insurance that would cover a claim
relating to the use or recall of our products;
* In the absence of liability insurance, claims made against us or
a product recall could have a material adverse effect on us;
* If we obtain insurance coverage in the future, this coverage may
not be available at a reasonable cost and in amounts sufficient
to protect us against claims that could have a material adverse
effect on our financial condition and prospects; and
* Liability claims relating to our products or a product recall
could negatively effect our ability to obtain or maintain
regulatory approval for our products.

We have agreed to indemnify certain of our collaborative partners against
certain potential liabilities relating to the manufacture and sale of SnET2 and
PhotoPoint light devices.

GOVERNMENT REGULATION

The production and marketing of our products and our ongoing research and
development, preclinical studies and clinical trial activities are subject to
extensive regulation and review by numerous governmental authorities in the
United States, including the FDA, and in other countries. All drugs and most
medical devices we develop must undergo rigorous preclinical studies and
clinical trials and an extensive regulatory approval process administered by the
FDA under the Food, Drug and Cosmetic Act or FDC Act, and comparable foreign
authorities, before they can be marketed. These processes involve substantial
cost and can often take many years. We have limited experience in, and limited
resources available for regulatory activities. Failure to comply with the
applicable regulatory requirements can, among other things, result in
non-approval, suspensions of regulatory approvals, fines, product seizures and
recalls, operating restrictions, injunctions and criminal prosecution. To date,
none of our product candidates being developed have been submitted for approval
or have been approved by the FDA or any other regulatory authority for
marketing. Some of the risks and uncertainties include:

* Delays in obtaining approval or rejections due to regulatory
review of each submitted new drug, device or combination
drug/device application or product license application, as well
as changes in regulatory policy during the period of product
development;
* If regulatory approval of a product is granted, such approval may
entail limitations on the uses for which the product may be
marketed;
* If regulatory approval is obtained, the product, our manufacturer
and the manufacturing facilities are subject to continual review
and periodic inspections;
* If regulatory approval is obtained, such approval may be
conditional on the satisfaction of the completion of clinical
trials or require additional clinical trials;
* Later discovery of previously unknown problems with a product,
manufacturer or facility may result in restrictions on such
product or manufacturer, including withdrawal of the product from
the market and litigation; and
* Photodynamic therapy products have been categorized by the FDA as
combination drug-device products. If current or future
drug/device products do not continue to be categorized for
regulatory purposes as combination products, then:
* The FDA may require separate drug and device submissions;and
* The FDA may require separate approval by regulatory
authorities.

Internationally, beginning in 1995, a new regulatory system to approve drug
market registration applications was implemented in the European Union or EU.
The system provides for new centralized, decentralized and national registration
procedures through which a company may obtain drug marketing registrations. The
centralized procedure allows for expedited review and approval of biotechnology
and high technology/innovative product marketing applications by a central
Committee for Proprietary Medicinal Products. The decentralized procedure allows
a company to petition individual EU member states to review and recognize a
market application previously approved in one member state by the national
route. Some of the international risks and uncertainties include:

* Foreign regulatory requirements governing testing, development,
marketing, licensing, pricing and/or distribution of drugs and
devices in other countries;
* Our drug products may not qualify for the centralized review
procedure or we may not be able to obtain a national market
application that will be accepted by other EU member states;
* Our devices must also meet the new Medical Device Directive
effective in Europe in 1998. The Directive requires that our
manufacturing quality assurance systems and compliance with
technical essential requirements be certified with a CE Mark
authorized by a registered notified body of an EU member state
prior to free sale in the EU; and
* Registration and approval of a photodynamic therapy product in
other countries, such as Japan, may include additional procedures
and requirements, nonclinical and clinical studies, and may
require the assistance of native corporate partners.

OTHER LAWS; FUTURE LEGISLATION OR REGULATIONS

In addition to the regulations for drug or device approvals, we are subject
to regulation under state, federal or other law, including regulations for
worker occupational safety, laboratory practices, environmental protection and
hazardous substance control. We continue to make capital and operational
expenditures for protection of the environment in amounts which are not
material. Some of the risks and uncertainties related to laws and future
legislation or regulations include:

* Our future capital and operational expenditures may increase and
become material;
* We may also be subject to other present and possible future
local, state, federal and foreign regulation;
* Heightened public awareness and concerns regarding the growth in
overall health care expenditures in the United States, combined
with the continuing efforts of governmental authorities to
contain or reduce costs of health care, may result in the
enactment of national health care reform or other legislation or
regulations that impose limits on the number and type of medical
procedures which may be performed or which have the effect of
restricting a physician's ability to select specific products for
use in certain procedures;
* Such new legislation or regulations may materially adversely
affect the demand for our products. In the United States, there
have been, and we expect that there will continue to be, a number
of federal and state legislative proposals and regulations to
implement greater governmental control in the health care
industry;
* The announcement of such proposals may materially adversely
affect our ability to raise capital or to form collaborations;
and
* Legislation or regulations that impose restrictions on the price
that may be charged for health care products or medical devices
may adversely affect our results of operations.

We are unable to predict the likelihood of adverse effects which might
arise from future legislative or administrative action, either in the United
States or abroad.

HEALTH CARE REIMBURSEMENT

Our products may not be covered by the various health care providers. If
they are not covered, our products may or may not be purchased or sold as
expected. Our ability to commercialize our products successfully may depend, in
part, on the extent to which reimbursement for these products and related
treatment will be available from collaborative partners, government health
administration authorities, private health insurers, managed care entities and
other organizations. These payers are increasingly challenging the price of
medical products and services and establishing protocols and formularies, which
effectively limit physicians' ability to select products and procedures.
Uncertainty exists as to the reimbursement status of health care products
(especially innovative technologies). Additionally, reimbursement coverage, if
available, may not be adequate to enable us to achieve market acceptance of our
products or to maintain price levels sufficient for realization of an
appropriate return on our products.

LIMITED MANUFACTURING AND MARKETING CAPABILITY AND EXPERIENCE

To be successful, our products must be manufactured in commercial
quantities under current Good Manufacturing Practices or GMP, prescribed by the
FDA and at acceptable costs. Although we intend to manufacture drugs and
devices, we have not yet manufactured any products in commercial quantities
under GMP and have no experience in such commercial manufacturing. We currently
have the capacity, in conjunction with our manufacturing partners Pharmacia &
Upjohn and Iridex, to manufacture products at certain commercial levels and will
be able to do so upon FDA approval. If we receive an FDA or other regulatory
approval we may need to expand our manufacturing capabilities and/or depend on
our collaborators, licensees or contract manufacturers for the expanded
commercial manufacture of our products. If we expand our manufacturing
capabilities, we will need to expend substantial funds, hire and retain
significant additional personnel and comply with extensive regulations. We may
not be able to expand successfully or we may be unable to manufacture products
in increased commercial quantities for sale at competitive prices. Further, we
may not be able to enter into future manufacturing arrangements with
collaborators, licensees, or contract manufacturers on acceptable terms or at
all. If we are not able to expand our manufacturing capabilities or enter into
additional commercial manufacturing agreements, our business growth could be
limited and could be materially and adversely affected.

We have limited experience in marketing, distributing and selling
pharmaceutical or medical device products. We will need to develop a sales force
or rely on our collaborators or licensees or make arrangements with others to
provide for the marketing, distribution and sale of our products. We are
currently relying on Pharmacia & Upjohn and Iridex for these needs. Our
marketing, distribution and sales capabilities or current or future arrangements
with third parties for such activities may not be adequate for the successful
commercialization of our products.

UNCERTAINTY REGARDING PATENTS AND PROPRIETARY TECHNOLOGY

Our success will depend, in part, on our and our licensors' ability to
obtain, assert and defend our patents, protect trade secrets and operate without
infringing the proprietary rights of others. The exclusive license relating to
various drug compounds, including our leading drug candidate SnET2, may become
non-exclusive if we fail to satisfy certain development and commercialization
objectives. The termination or restriction of our rights under this or other
licenses for any reason would likely have a material adverse impact on our
business and financial condition. Although we believe we should be able to
achieve such objectives, we may not be successful.

The patent position of pharmaceutical and medical device firms generally is
highly uncertain. Some of the risks and uncertainties include:

* The patent applications owned by or licensed to us may not result
in issued patents;
* Our issued patents may not provide us with proprietary protection
or competitive advantages;
* Our issued patents may be infringed upon or designed around by
others;
* Our issued patents may be challenged by others and held to be
invalid or unenforceable; and
* The patents of others may have a material adverse effect on us.

We are aware that our competitors and others have been issued patents
relating to photodynamic therapy. In addition, our competitors and others may
have been issued patents or filed patent applications relating to other
potentially competitive products of which we are not aware. Further, our
competitors and others may in the future file applications for, or otherwise
obtain proprietary rights to, such products. These existing or future patents,
applications or rights may conflict with our or our licensors' patents or
applications. Such conflicts could result in a rejection of our or our
licensors' applications or the invalidation of the patents. This could have a
material adverse effect on our competitive position. If such conflicts occur, or
if we believe that such products may infringe on our proprietary rights, we may
pursue litigation or other proceedings, or may be required to defend against
such litigation. Such proceedings may materially adversely affect our
competitive position, and we may not be successful in any such proceeding.
Litigation and other proceedings can be expensive and time consuming, regardless
of whether we prevail. This can result in the diversion of substantial
financial, managerial and other resources from other activities. An adverse
outcome could subject us to significant liabilities to third parties or require
us to cease any related research and development activities or product sales.
Some of the risks and uncertainties include:

* We do not have contractual indemnification rights against the
licensors of the various drug patents;
* We may be required to obtain licenses under dominating or
conflicting patents or other proprietary rights of others;
* Such licenses may not be made available on terms acceptable to
us, if at all; and
* If we do not obtain such licenses, we could encounter delays or
could find that the development, manufacture or sale of products
requiring such licenses is foreclosed.

We also seek to protect our proprietary technology and processes in part by
confidentiality agreements with our collaborative partners, employees and
consultants. These agreements could be breached and we may not have adequate
remedies for any breach. Also, our trade secrets may become known or be
independently discovered by competitors. Certain research activities relating to
the development of certain patents owned by or licensed to us were funded, in
part, by agencies of the United States Government. When the United States
Government participates in research activities, it retains certain rights that
include the right to use the resulting patents for government purposes under a
royalty-free license.

We also rely upon unpatented trade secrets, and no assurance can be given
that others will not independently develop substantially equivalent proprietary
information and techniques, or otherwise gain access to our trade secrets or
disclose such technology, or that we can meaningfully protect its rights to its
unpatented trade secrets and know-how.

DEPENDENCE UPON KEY PERSONNEL AND CONSULTANTS

Our success will depend in large part on our ability to attract and retain
highly qualified scientific, management and other personnel and to develop and
maintain relationships with leading research institutions and consultants. We
are highly dependent upon principal members of our management, key employees,
scientific staff and consultants which we may retain from time to time.
Competition for such personnel and relationships is intense, and we may not be
able to continue to attract and retain such personnel. Our consultants may be
affiliated with or employed by others, and some have consulting or other
advisory arrangements with other entities that may conflict or compete with
their obligations to us. Inventions or processes discovered by such persons will
not necessarily become our property and may remain the property of such persons
or others.

DEPENDENCE UPON SUPPLIERS

We depend on outside suppliers for certain raw materials and components for
our products. Such raw materials or components may not continue to be available
to our standards or on acceptable terms, if at all, and alternative suppliers
may not be available to us on acceptable terms, if at all. Further, we may not
be able to adequately produce needed materials or components in-house. We are
currently dependent on single, contracted sources for a couple of key materials
or services used by us in our drug development, light producing and light
delivery device development and production operations. Although most of our raw
materials and components are available from various sources, we are currently
developing qualified backup suppliers for each of these resources. We have or
will enter into agreements with these suppliers, which may or may not be
successful or which may encounter delays or other problems, which may materially
adversely affect our business.

ENVIRONMENTAL MATTERS

We are subject to federal, state, county and local laws and regulations
relating to the protection of the environment. In the course of our business, we
are involved in the handling, storage and disposal of materials that are
classified as hazardous. Our safety procedures for handling, storage and
disposal of such materials are designed to comply with applicable laws and
regulations. However, we may be involved in contamination or injury from these
materials. If this occurs, we could be held liable for any damages that result,
and any such liability could materially and adversely affect us. Further, the
cost of complying with these laws and regulations may increase materially in the
future.

YEAR 2000

The Year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Our computer
equipment and software and devices with embedded technology that are
time-sensitive may recognize a date using "00" as the year 1900 rather than the
year 2000. This could result in a system failure or miscalculations causing
disruptions of operations, such as:

* A temporary inability to process accounting, payroll, database,
network and software transactions; Possible disruption of
environmental, lighting, security controls and other corporate
equipment;
* A temporary inability to process clinical and preclincal testing
and data; and
* Loss of telephone and related voicemail and internet messages, in
addition to other similar normal business activities.

We have undertaken various initiatives intended to ensure that our computer
equipment and software will function properly with respect to dates in the Year
2000 and thereafter. The term "computer equipment and software" includes systems
that are commonly thought of as Information Technology or IT systems, including
accounting, data processing and telephone/PBX systems and other miscellaneous
systems. It also includes systems that are not commonly thought of as IT
systems, such as alarm systems, fax machines, air conditioning units, internally
developed software and other miscellaneous systems. Based upon our efforts to
date, we believe that certain of the computer equipment and software we use may
require replacement or modification. Utilizing both internal and external
resources to identify and assess needed Year 2000 remediation, we currently
anticipate that our Year 2000 identification, assessment, remediation and
testing efforts, which began in February 1998, will be completed by June 30,
1999. We estimate that as of March 31, 1999, we had completed approximately 75%
of the initiatives that we believe will be necessary to fully address potential
Year 2000 issues relating to our computer equipment software and non-IT systems.
The projects comprising the remaining 25% of the initiatives are in process and
are expected to be completed on or about June 30, 1999. The following table
describes the Year 2000 initiatives as well as our progress and the anticipated
completion dates as of March 31, 1999:

Year 2000 Initiatives Expected Percent
Completion Date Complete
----------------- ---------------
Initial IT system identification...................................... 10/98 100%
Initial IT system assessment.......................................... 11/98 100%
Remediation regarding central system issues........................... 6/99 75%
Testing regarding central system issues.............................. 6/99 15%
Identification, assessment, remediation and testing
regarding desktop and individual system issues.................. 6/99 75%

Identification regarding non-IT system issues......................... 10/98 100%
Assessment regarding non-IT system issues............................. 11/98 100%
Remediation regarding non-IT system issues............................ 6/99 75%
Testing regarding non-IT system issues................................... 6/99 15%

</TABLE>

We are in the process of communicating with our significant vendors and
service providers and strategic partners to determine the extent to which
interfaces with such entities are vulnerable to Year 2000 issues and whether the
products and services utilized by such entities are Year 2000 compliant. This
process is expected to be completed in June 1999.

We believe that the cost of our Year 2000 efforts, as well as those costs
related to Year 2000 issues of third parties, are expected to approximate
$250,000. As of March 31, 1999, we had not incurred any external costs related
to our Year 2000 efforts. Other non-Year 2000 IT efforts have not been
materially delayed or impacted by Year 2000 initiatives. We presently believe
that the Year 2000 issue will not pose significant operational problems for us.
However, if all Year 2000 issues are not properly identified, the Year 2000
issue may materially adversely impact our results of operations or adversely
affect our relationships with vendors, or others. Additionally, the Year 2000
issues of other entities may have a material adverse impact on our systems or
results of operations.

VOLATILITY OF STOCK PRICE

The market prices for our Common Stock, and the securities of emerging
pharmaceutical and medical device companies, have historically been highly
volatile and subject to extreme price fluctuations, which may have a material
adverse effect on the market price of the Common Stock. Extreme price
fluctuations could be the result of the following:

* Future announcements concerning Miravant or our collaborators,
competitors or industry;
* The results of our testing, technological innovations or new
commercial products;
* The achievement of or failure to achieve certain milestones; and
* Governmental regulations, rules and orders, or developments
concerning safety of our products.

In addition, the stock market has experienced extreme price and volume
fluctuations. This volatility has significantly affected the market prices of
securities of many emerging pharmaceutical and medical device companies for
reasons frequently unrelated or disproportionate to the performance of the
specific companies. These broad market fluctuations may materially adversely
affect the market price of the Common Stock.

CONTROL BY OFFICERS AND DIRECTORS

As of May 10, 1999, our officers and directors beneficially own
approximately 10.77% of the outstanding Common Stock (approximately 15.09% is
beneficially owned if all options granted to such officers and directors become
vested and are exercised). These shareholders will have the ability to
significantly influence us and the direction of our business and affairs. Such
concentration of ownership may have the effect of delaying or preventing a
change in control of Miravant, which could adversely affect the market price for
the Common Stock.

OUTSTANDING OPTIONS AND WARRANTS

As of May 10, 1999, there were outstanding options to purchase 2,410,667
shares of Common Stock at a weighted average exercise price of $19.28 per share,
and warrants to purchase 3,654,428 shares of Common Stock at a weighted average
exercise price of $27.01 per share. The exercise of these options and warrants
would result in significant book value and earnings dilution to existing
shareholders.

SHARES ELIGIBLE FOR FUTURE SALE

Sales of Common Stock in the public market following this offering,
pursuant to Rule 144 under the Securities Act, or upon the exercise of
outstanding options or warrants under Rule 701 or pursuant to our Registration
Statements on Form S-8, could materially adversely affect prevailing market
prices and may have a material and adverse effect on our ability to raise the
capital necessary to fund our future operations. Additionally, certain holders
of shares of Common Stock are entitled to have their shares registered for sale
under the Securities Act by us under certain circumstances. The exercise of
these rights and the sale of such shares could have a material adverse effect on
the market price for the Common Stock.

USE OF PROCEEDS

The Company will receive none of the proceeds from the sale of the Shares
by the Selling Shareholders, but will receive the exercise prices payable upon
the exercise of the Warrants, if exercised for cash. Such proceeds will be used
for working capital and general corporate purposes.

SELLING SHAREHOLDERS

The following table sets forth information with respect to the number of
Shares beneficially owned by each of the Selling Shareholders, the number of
Shares that may be offered hereby by each Selling Shareholder and the number of
shares of Common Stock to be owned after the offering, assuming all the Shares
offered hereby are sold to persons not affiliated with the Selling Shareholders.
None of the Selling Shareholders, except as indicated below, has, or in the past
has had, any position, office or relationship with the Company (other than as a
security holder) or any of its affiliates. As of May 10, 1999 there were
17,971,516 shares of Common Stock issued and outstanding.

Number of
Shares Beneficially Number of Number of
Owned Prior To Shares Shares Owned
Name Offering (5) Being Offered (5) After The Offering
- ---- ------------ ----------------- ------------------

Elliott Associates, L.P. (1)................... 578,110 578,110 0
Westgate International, L.P. (1)............... 578,110 578,110 0
Shepherd Investments International, Ltd. (1)... 685,061 685,061 0
Stark International (1)........................ 685,061 685,061 0
Staro Partners (1)............................. 75,154 75,154 0
St. Cloud Investments (2)...................... 426,147 426,147 0
Dandelion Investments (2)...................... 286,926 286,926 0
Bomoseen Investments (2)....................... 284,927 284,927 0
Stanley Arkin (2).............................. 6,730 6,730 0
Clark Callander (2)............................ 4,180 4,180 0
Matt Donnelly (2).............................. 3,484 3,484 0
Richard Edwards 1997 Family Trust (2).......... 697 697 0
Volker Engelbert (2)........................... 3,484 3,484 0
Seth Ferguson (2).............................. 1,393 1,393 0
David Goldsmith (2)............................ 1,393 1,393 0
Ken Haupt (2).................................. 6,967 6,967 0
Greg Hausler (2)............................... 697 697 0
Lauren Herbstman (2)........................... 697 697 0
David Hetz (2)................................. 8,779 8,779 0
Tom Hodapp (2)................................. 697 697 0
Jim Kelly (2).................................. 2,090 2,090 0
Patrick Lin (2)................................ 1,393 1,393 0
Doug Moore (2)................................. 557 557 0
Daniel Murphy (2).............................. 2,090 2,090 0
Andy Page (2).................................. 1,393 1,393 0
Mischa Petkerich (2)........................... 6,967 6,967 0
Karl Power (2)................................. 3,484 3,484 0
Robertson Stephens Private Equity Group (2).... 1,115 1,115 0
David Reilly (2)............................... 20,901 20,901 0
Sanford Robertson (2).......................... 34,835 34,835 0
John Robson (2)................................ 697 697 0
John Rohal (2)................................. 2,090 2,090 0
Dan White (2).................................. 1,393 1,393 0
Gretchen Agee (3).............................. 3,150 3,150 0
Richard N. Angus (3)........................... 1,563 1,563 0
Douglas P. and Nancy L. Beckett (3)............ 3,126 3,126 0
Joshua P. and Jacob R. Beckett (3)............. 1,563 1,563 0
Borggreve Family Ltd. Partnership (3).......... 3,626 3,626 0
Borggreve Family Trust (3)..................... 251 251 0
Jody and Lance Brusilow (3).................... 1,500 1,500 0
David E. Cohen (3)............................. 9,375 9,375 0
Eli D. Cohen (3)............................... 9,375 9,375 0
Jack D. Cohen (3).............................. 15,624 15,624 0
Leon E. Cohen (3).............................. 9,375 9,375 0
Ronald E. Cohen (3)............................ 9,375 9,375 0
David M. Davis (3)............................. 1,563 1,563 0
Dolphco Partners Limited (3)................... 15,624 15,624 0
Rickard Dweck (3).............................. 12,500 12,500 0
Charles T. Foscue (3) (4)...................... 2,250 2,250 0
Norman N. Habermann (3)........................ 3,125 3,125 0
Hammer Capital Management, Ret. (3)............ 2,189 2,189 0
Harvest Partners, L.P. (3)..................... 15,000 15,000 0
Jody Herrick (3)............................... 750 750 0
Tom C. Herrick (3) (4)......................... 750 750 0
Jon C. Kuchar (3).............................. 782 782 0
Karen N. Kuchar (3)............................ 781 781 0
Kathleen and Paul Lantz (3).................... 1,500 1,500 0
Patricia Lovejoy (3)........................... 2,001 2,001 0
Ronald L. and Marion J. Maddox (3)............. 3,126 3,126 0
Eric E. Martin (3)............................. 1,563 1,563 0
Russell Meisinger (3).......................... 3,750 3,750 0
Michael Katz 1989 Trust (3).................... 750 750 0
Todd E. and Tricia H. Mills (3)................ 1,563 1,563 0
Bernard Monderer MD Inc., PSP (3).............. 3,150 3,150 0
Douglas Pompili (3)............................ 750 750 0
Quasar International Partners C.V. (3)......... 15,000 15,000 0
Felicia Ridge (3).............................. 313 313 0
Arnold and Harriet Rifkin (3).................. 10,500 10,500 0
Margery and Michael Rifkin (3)................. 1,500 1,500 0
Steve Schmidt (3).............................. 3,000 3,000 0
Stroh Family Trust (3) ........................ 1,575 1,575 0
John K. Williams, Inc. TBPP (3)................ 1,563 1,563 0
Jack Wilson, DDS (3)........................... 1,564 1,564 0
A & S Rifkin Partnership (3)................... 12,500 12,500 0
Susan J. Bender (3)............................ 3,125 3,125 0
Clark & Weinstock, Inc. (3).................... 1,250 1,250 0
Jan Elizabeth Corbett (3)...................... 1,562 1,562 0
Dolphco Partners Limited (3)................... 15,624 15,624 0
Paul King (3).................................. 1,562 1,562 0
Arthur Giglio (3).............................. 6,249 6,249 0
Grayson Family Trust (3)....................... 1,562 1,562 0
Walter S. Grossman (3)......................... 21,249 21,249 0
Frank M. Henry (3)............................. 12,500 12,500 0
Eric E. Martin (3)............................. 1,562 1,562 0
James V. McNamara (3).......................... 3,125 3,125 0
Kirk McKinney (3).............................. 3,075 3,075 0
Ivan W. Moskowitz (3).......................... 624 624 0
Bradley J. Motter (3).......................... 2,187 2,187 0
C.E. and Marilyn E. Parker (3)................. 1,562 1,562 0
John A. Poer (3)............................... 1,562 1,562 0
Joseph M. Salvani (3).......................... 6,249 6,249 0
Stephen L. Solomon (3)......................... 312 312 0
Stroh 1988 Trust (3)........................... 1,562 1,562 0
Davis Weinstock II (3)......................... 6,249 6,249 0
Stephen A. Weiss (3)........................... 312 312 0
Brookehill Equities, Inc. (3).................. 36,284 36,284 0
Charles Gray (3)............................... 938 938 0
Norman Habermann (3)........................... 3,300 3,300 0
Hammer Capital Management (3).................. 1,260 1,260 0
Bruce Loftus (3)............................... 776 776 0
Kathlyn Mann (3)............................... 2,885 2,885 0
James V. McNamara (3).......................... 1,500 1,500 0
Andrew Moore (3)............................... 781 781 0
Clarke Paxton (3).............................. 9,650 9,650 0
Talley King & Co. (3).......................... 5,065 5,065 0
Nikki Mosely (3)............................... 15,000 15,000 0
-----------------------------------------------------------------

4,077,087 4,077,087 0

</TABLE>

(1) With respect to these Selling Shareholders, 1,350,000 of the Shares set
forth above represent Shares issuable on the exercise of Warrants issued to
such Selling Shareholders in September 1997 and March 1999 in connection
with the Company's September 1997 private placement offerings. Such
Warrants are exercisable at $35.00 per share and expire on December 25,
2001.

(2) With respect to these Selling Shareholders, 516,000 of the Shares set forth
above represent Shares issuable upon the exercise of Warrants issued to
such Selling Shareholders in October 1997 in connection with the Company's
October 1997 private placement offerings. Of such Warrants, 50% are
exercisable at $55.00 per share and 50% are exercisable at $60.00 per
share, and all expire on December 25, 2001.

(3) With respect to these Selling Shareholders, the 359,388 Shares set forth
above represent Shares issuable upon the exercise of Warrants issued in
connection with the Company's private offerings during 1992 through 1994.
Such Warrants are exercisable at $8.00 per share for 313,678 Shares, $10.67
for 15,000 Shares, $6.00 for 15,000 Shares and $4.00 for 15,710 Shares. The
expiration dates of all such Warrants range from December 31, 1999 to
February 14, 2000.

(4) Charles T. Foscue is currently a director and consultant to the Company.
Tom C. Herrick is currently an employee of the Company.

(5) Includes Shares that may become issuable pursuant to the terms of the
Warrants, as such number may be adjusted in accordance with Rule 416.

PLAN OF DISTRIBUTION

The Shares may be sold from time to time by the Selling Shareholders or
their pledgees or donees. See "Selling Shareholders". Such sales may be made on
the NNM or in negotiated transactions, at prices and on terms then prevailing or
at prices related to the then current market price or at negotiated prices. The
methods by which the Shares may be sold may include, but not be limited to, the
following: (a) block trades in which the broker or dealer will attempt to sell
the Shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker or dealer as
principal and resale by such broker or dealer for its account; (c) ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
(d) privately negotiated transactions; (e) short sales; and (f) a combination of
any such methods of sale. In effecting sales, brokers or dealers engaged by the
Selling Shareholders may receive commissions or discounts from the Selling
Shareholders or from the purchasers in amounts to be negotiated immediately
prior to the sale.

The Company has agreed to maintain the effectiveness of the registration of
the Shares offered hereby until the earlier of the date upon which all of the
Shares offered hereby have been sold without restriction on resale, or the date
on which the Shares offered hereby, in the opinion of counsel, may be
immediately sold by the Selling Shareholders without registration or restriction
on resale. There can be no assurance that the Selling Shareholders will sell any
or all of the Shares offered hereby.

The Company is bearing all of the costs relating to the registration of the
Shares. Any commissions, discounts or other fees payable to a broker, dealer,
underwriter, agent or market maker in connection with the sale of any of the
Shares will be borne by the Selling Shareholders. The Company will not receive
any of the proceeds from this offering, but will receive the exercise price
payable upon the exercise of the Warrants, if the Warrants are exercised for
cash.

Pursuant to the registration rights granted to certain of the Selling
Shareholders, the Company has agreed to indemnify such Selling Shareholders, any
person who controls such Selling Shareholder, and any underwriters for such
Selling Shareholders, against certain liabilities and expenses arising out of or
based upon the information set forth or incorporated by reference in this
Prospectus, and the Registration Statement of which this Prospectus is a part,
including liabilities under the Securities Act and the Exchange Act. The Selling
Shareholders and any brokers participating in such sales may be deemed to be
underwriters within the meaning of the Securities Act. Any commissions paid or
any discounts or concessions allowed to any broker, dealer, underwriter, agent
or market maker and, if any such broker, dealer, underwriter, agent or market
maker purchases any of the Shares as principal, any profits received on the
resale of such Shares, may be deemed to be underwriting commissions or discounts
under the Securities Act.

LEGAL MATTERS

The validity of the issuance of the Shares of Common Stock offered hereby
has been passed upon for the Company by Nida & Maloney, a Professional
Corporation, Santa Barbara, California.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our Annual Report on Form 10-K for the year
ended December 31, 1998, as set forth in their report, which is incorporated in
this prospectus by reference. Our consolidated financial statements are
incorporated by reference in reliance on their report, given on their authority
as experts in accounting and auditing.

PART II.
INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the estimated expenses to be incurred in
connection with the issuance and distribution of the securities being registered
hereby:

SEC registration fee..................................... $ 66,700

Nasdaq National Market listing fee....................... 17,500

Accounting fees and expenses............................. 30,000*

Legal fees and expenses.................................. 50,000*

Printing expenses........................................ 20,000*

Miscellaneous............................................ 5,000*
------

TOTAL............................................... $189,200*(1)

(1) Includes $132,573 in expenses relating to the earlier effective
Registration Statement on Form S-3 (Registration No. 333-39905) for the
same offering.

* estimated

Item 15. Indemnification of Directors and Officers.

Section 102(b)(7) of the Delaware General Corporation Law (the "Delaware
Law") permits a corporation to provide in its certificate of incorporation that
directors of the corporation shall not be personally liable to the corporation
or its shareholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its shareholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for payments of unlawful dividends or unlawful stock repurchases or
redemptions, or (iv) for any transaction from which the director derived an
improper personal benefit. The Company's Certificate of Incorporation contains
such a provision.

Section 145 of the Delaware Law provides that a corporation may indemnify
directors and officers as well as other employees and individuals against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation a "derivative action"), if they acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful. A
similar standard is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with defense or settlement of such action, and the statute requires
court approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation. Under Section 145, a
corporation shall indemnify an agent of the corporation for expenses actually
and reasonably incurred if and to the extent such person was successful on the
merits in a proceeding or in defense of any claim, issue or matter therein.

The Registrant is presently subject to Section 2115 of the California
Corporations Code (the "California Code"), according to which Section 317 of the
California Code applies to the indemnification of officers and directors of the
Registrant. Under Section 317 of the California Code, permissible
indemnification by a corporation of its officers and directors is substantially
the same as permissible indemnification under Section 145 of the Delaware Law,
except that (i) permissible indemnification does not cover actions the person
reasonably believed were not opposed to the best interests of the corporation,
as opposed to those the person believed were in fact in the best interests of
the corporation, (ii) the Delaware Law permits advancement of expenses to agents
other than officers and directors only upon approval of the board of directors,
(iii) in a case of stockholder approval of indemnification, the California Code
requires certain minimum votes in favor of such indemnification and excludes the
vote of the potentially indemnified person, and (iv) the California Code only
permits independent counsel to approve indemnification if an independent quorum
of directors is not obtainable, while the Delaware Law permits the directors in
any circumstance to appoint counsel to undertake such determination.

The Registrant in its Bylaws has provided for indemnification of its
officers, directors, employees and other agents substantially identical to that
permitted under the California Code. Section 145 of the Delaware Law and Section
317 of the California Code provide that they are not exclusive of other
indemnification that may be granted by a corporation's charter, bylaws,
disinterested director vote, shareholder vote, agreement or otherwise. The
limitation of liability contained in the Registrant's Certificate of
Incorporation and the indemnification provision included in the Registrant's
Bylaws are consistent with Delaware Law Sections 102(b)(7) and 145. The
Registrant has also entered into separate indemnification agreements with its
directors and officers that could require the Registrant, among other things, to
indemnify them against certain liabilities that may arise by reason of their
status or service as directors and officers and to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified, including liabilities that may arise under the Securities Act of
1933. In addition, the Company has purchased directors and officers insurance.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to such provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in such Act and is therefore unenforceable.

Item 16. Exhibits.

Exhibit
Number

4.1 Form of $55.00 Common Stock Purchase Warrant (1)[4.1]
4.2 Form of $60.00 Common Stock Purchase Warrant (1)[4.2]
4.3 Form of $35.00 Amended and Restated Common Stock Purchase Warrant
(2)[4.1]
4.4 Form of $35.00 Additional Common Stock Purchase Warrant (2)[4.2]
4.5 Form of $4.00 Amended and Restated Common Stock Purchase Warrant
4.6 Form of $6.00 Amended and Restated Common Stock Purchase Warrant
4.7 Form of $8.00 Amended and Restated Common Stock Purchase Warrant
4.8 Form of $10.67 Amended and Restated Common Stock Purchase Warrant
5.1 Opinion of Nida & Maloney, a Professional Corporation(1)[5.1]
10.1 Form of Registration Rights Agreement among the Company and the
Selling Shareholders(1)[10.3]
23.1 Consent of Ernst & Young LLP 23.2 Consent of Nida & Maloney, a
Professional Corporation (included in Exhibit 5.1)
24 Power of Attorney (1)[24]

- -----------

(1) Incorporated herein by this reference from the exhibits referred to in
brackets filed with the Company's Registration Statement on Form S-3
(Registration No. 333-39905) effective December 5, 1997.

(2) Incorporated herein by this reference from the exhibit referred to in
brackets filed with the Company's Current Report on Form 8-K dated
June 30, 1998.

Item 17. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(2) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;

(iii)To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Barbara, State of California, on May 27, 1999.

MIRAVANT MEDICAL TECHNOLOGIES

By: /s/ Gary S. Kledzik
-------------------------
Gary S. Kledzik, Ph.D.,
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Name Title Date
- ---- ----- ----

/s/ Gary S. Kledzik Chairman of the Board and Chief Executive Officer May 27, 1999
- -----------------------
Gary S. Kledzik (principal executive officer)

/s/ David E. Mai* Director and President May 27, 1999
- -----------------------
David E. Mai

/s/ John M. Philpott* Chief Financial Officer (principal financial officer May 27, 1999
- -----------------------
John M. Philpott and principal accounting officer)

Director May 27, 1999
- -----------------------
Larry S. Barels

Director May 27, 1999
- -----------------------
William P. Foley II

/s/ Charles T. Foscue* Director May 27, 1999
- -----------------------
Charles T. Foscue

/s/ Raul E. Perez* Director May 27, 1999
- -----------------------
Raul E. Perez, M.D.

/s/ Jonah Shacknai* Director May 27, 1999
- -----------------------
Jonah Shacknai

</TABLE>

*By:
/s/ Gary S. Kledzik
-------------------
Gary S. Kledzik
Attorney-in-fact

INDEX TO EXHIBITS

Exhibit
Number

- -----------

(2) Incorporated herein by this reference from the exhibit referred to in
brackets filed with the Company's Current Report on Form 8-K dated
June 30, 1998.

EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in
Post-Effective Amendment No. 2. to the Registration Statement (Form S-3 No.
333-60251) and related Prospectus of Miravant Medical Technologies for the
registration of up to 4,327,500 shares of its common stock and to the
incorporation by reference therein of our report dated March 4, 1999, with
respect to the consolidated financial statements of Miravant Medical
Technologies included in its Annual Report (Form 10-K) for the year ended
December 31, 1998, filed with the Securities and Exchange Commission.

Woodland Hills, California
May 21, 1999
/s/ ENRST & YOUNG LLP
---------------------
Ernst & Young LLP

PDT, INC.
AMENDED AND RESTATED SELLING AGENT
OPTION AGREEMENT

This PDT, Inc. Selling Agent Option Agreement (the "Agreement") is made and
entered into at Santa Barbara, California, on the date hereinafter set forth by
and between PDT, INC., a Delaware Corporation, hereinafter called the "Company",
and the undersigned, hereinafter called the "Optionee".

WHEREAS:

A. The Optionee has had this Agreement transferred from a person or persons
who acted as an agent of the Company in selling Convertible Notes for the
Company pursuant to the Proposed Terms for Convertible Notes dated (DATE)
(the "Note Offering") pursuant to which the Company offered for sale THREE
MILLION DOLLARS ($3,000,000) of 3 Year Convertible Notes, convertible into
Common Stock of the Company at a price which is the lesser of: (i) the
Offering Price per Share at the Company's Initial Public Offering (the
"IPO"); or (ii) F: per Share; and FOUR DOLLARS ($4.00) per Share; and

B. The Optionee is entitled to an option to acquire the amount of Common Stock
of the Company as set forth on the signature page hereof (the "Option
Shares") at a price per share (the "Option Price") as set forth on the
signature page hereof in the manner hereinafter provided, as of the date
set forth on the signature page hereof (the "Grant Date").

NOW, THEREFORE, in consideration of the premises and promises, warranties and
representations herein contained, it is agreed as follows:

1. GRANT OF OPTION. Subject to the conditions set forth herein, the Company
hereby grants to the Optionee the right, privilege and option to purchase the
Option Shares.

2. METHOD OF EXERCISE. Stock purchased under this Option shall, at the time
of purchase, be paid for in full. To the extent that the right to purchase
shares has accrued hereunder, this Option may be exercised, from time to time,
by written notice to the Company stating the number of shares with respect to
which this Option is being exercised and the time of delivery thereof, which
shall be at least thirty (30) days after the giving of such notice, unless an
earlier date shall have been mutually agreed upon. At the time specified in such
notice, the Company shall, without transfer or issue tax to the Optionee,
deliver to him by certified mail, a certificate or certificates for such shares,
against the payment of the Option Price, in full, for the number of shares to be
delivered, by certified or bank cashier's check, or the equivalent thereof
acceptable to the Company. Provided, however, that the time of such delivery may
be postponed by the Company for such period as may be required for it, with
reasonable diligence, to comply with any requirements of any state or federal
agency or any securities exchange. If the Optionee fails to accept delivery of
and pay for all or any part of the number of shares specified in the notice
given by the Optionee, upon tender and delivery of said shares, the Optionee's
right to exercise this Option with respect to such undelivered shares shall be
terminated. The Option may only be exercised in increments of ONE HUNDRED (100)
shares, or more.

3. TERMINATION OF OPTION. Except as herein otherwise stated, this Option,
to the extent not theretofore exercised, shall terminate forthwith on: December
31, 1999.

4. REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. The Optionee hereby
represents and warrants to the Company, as of the date hereof and as of the date
or dates on which any Option Shares are purchased hereunder, that Optionee is an
Accredited Investor within the meaning of Regulation D promulgated under the
Securities Act of 1933, as amended (the "Act"). The specific category or
categories of Accredited Investor applicable to the undersigned are as follows:

4.1 A. THROUGH C ARE APPLICABLE TO INDIVIDUALS (Please INITIAL applicable
blanks):

A________ Optionee is a director or executive of officer of the Company

B.________ Optionee is a natural person and has a net worth either alone or
with Optionee's spouse, of more than $1,000,000

C._______ Optionee is a natural person and had income in excess of $200,000
($300,000 including income of spouse) during each of the previous two
years and expects to have income in excess of such amounts during the
current year.

4.2 D. THROUGH N ARE APPLICABLE TO NON-INDIVIDUALS (Please INITIAL
applicable blanks):

D. _______Optionee is a trust with total assets in excess of $5,000,000,
not formed for the specific purpose of acquiring the Securities, and
the purchase is directed by a person with such knowledge and
experience in financial and business matters that he is capable of
evaluating the merits and risks of the potential investment.

E._________ Optionee is a bank as defined in Section 3(a)(2) of the Act.

F.________ Optionee is a savings and loan association or other institution
as defined in Section 3(a)(5)(A) of the Act, whether acting in its
individual or fiduciary capacity.

G.________ Optionee is an insurance company as defined in Section 2(13) of
the Act.

H. ________Optionee is an investment company registered under the
Investment Company Act of 1940 or a business development company as
defined in Section 2(a)(48) of the Act.

I _________Optionee is a Small Business Investment Company licensed by
the U.S. Small Business Administration under Section 301(c) or (d)
ofthe Small Business Investment Act of 1958.

J._________ Optionee is an employee benefit plan within the meaning of
Title I of the Employee Retirement Income Security Act of 1974 that
either (i) has its investment decisions made by a plan fiduciary, as
defined by Section 3(21) of such Act, which is a bank, savings and
loan association, insurance company or a registered investment
adviser, or (ii) has total assets in excess of $5,000,000 or, if a
self-directed plan, the investment decisions are made solely by
persons who are Accredited Investors as described herein.

K._________ Optionee is a private business development company as defined
by Section 202(a)(22) of the Investment Advisors Act of 1940.

L._________ Optionee is an organization described in Section 501(c)(3) of
the Internal Revenue Code that has assets in excess of $5,000,000.

M._________ Optionee is a Corporation or Partnership, not formed for the
specific purpose of acquiring the Notes, with total assets in excess
of $5,000,000.

N._________ Optionee is an entity in which all of the equity owners are
Accredited Investors within categories A through M (but not L) above.

4.3 Optionee has a pre-existing personal or business relationship with the
Company or one or more of its officers, directors or controlling persons as more
fully described as follows:

(Describe relationship - if none, so state)

4.4 Optionee is, by reason of Optionee's business or financial experience,
capable of evaluating the merits and risks of this Investment and of protecting
Optionee's own interests in connection with this investment. Briefly described
Optionee's business or financial experience with purchasing securities similar
to the Option Shares or otherwise:

4.5 Optionee acknowledges that Optionee has received and carefully reviewed
a copy of the Note Offering and has read the disclosures set forth in the Note
Offering and any other materials that may have been provided to Optionee.
Optionee has had the opportunity to ask questions and receive answers from the
Company concerning the terms and conditions of the Offering and the Company.
Optionee recognizes that the Company has a limited operating history and is a
speculative venture, and that if an investment is made therein, Optionee may
lose the entire amount of Optionee's investment. Optionee acknowledges that
Optionee has been provided with the opportunity to obtain any additional
information necessary to verify the accuracy of all information provided to
Optionee in the Note Offering.

4.6 In deciding whether to acquire the Option Shares, the Optionee has
relied, and will rely, exclusively upon consultations with his legal, financial
and tax advisors with respect to the nature of the investment and the
information provided by the Company in the Note Offering. None of the Optionee's
advisors are affiliated with, or compensated directly or indirectly, by the
Company or any affiliate or selling agent of the Company.

4.7 Optionee understands that neither the Department of Corporations of the
State of California, nor the Securities and Exchange Commission, nor any other
governmental agency having jurisdiction over the sale and issuance of the Option
Shares will make any finding or determination relating to the appropriateness
for investment of the Option Shares and that none of them has or will recommend
or endorse the Option Shares.

4.8 The Optionee represents that the Option Shares will be purchased for
Optionee's own account for investment and will not be purchased with a view to
the sale or distribution thereof, and that the Optionee has no intention of
distributing or reselling any portion of the Option or the Option Shares which
Optionee is receiving or may purchase. Optionee acknowledges that the Option and
the Option Shares have not been, and will not be, registered under the Act, and
must be held indefinitely unless subsequently registered under the Act or an
exemption for such registration is available. The Optionee also acknowledges
that Optionee is fully aware of the restrictions on disposing of the Option
Shares resulting from the provisions of the Act and the General Rules and
Regulations of the Securities and Exchange Commission thereunder. Optionee
further understands that the Option Shares have not been, and will not be,
qualified under the California Law on the ground that the sale thereof is exempt
under the applicable provisions of the California Law.

4.9 Optionee understands that the ability to transfer the Option Shares is
also restricted under the terms of the Company's Certificate of Incorporation,
and that the Company and the other shareholders of the Company have certain
rights of first refusal with respect to the Option Shares.

4.10 Optionee recognizes that there is not a public market for the shares
of the Company and that there is no assurance that there will be such a market
for these securities. Optionee understands that the shares may have to be held
indefinitely due to the lack of such a market.

4.11 Optionee represents that Optionee possesses such knowledge and
experience in business and financial matters that he is capable of evaluating
the merits and risks of investment in the Option Shares. Optionee also has the
degree of sophistication in these matters necessary to understand (1) the
financial and operational information provided to Optionee relating to the
Company, and (2) the potential risk of losing all or a portion of Optionee's
investment in the Option Shares. The Optionee represents that Optionee is able
to bear the economic risk of a loss of investment in the securities, that
Optionee has funds adequate to meet personal needs and contingencies, and that
Optionee has no need for liquidity of the investment in the Option Shares.

4.12 Optionee recognizes that "stop transfer" instructions will be issued
against any stock certificates under this Option and that the following legends
will be placed on the stock certificates issued for the securities:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED SOLELY FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE
SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
EXEMPTION THEREFROM UNDER SAID ACT.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO ADDITIONAL TRANSFER
AND OTHER RESTRICTIONS AND A RIGHT OF FIRST REFUSAL CONTAINED IN THE CERTIFICATE
OF INCORPORATION OF THE CORPORATION. ANY ATTEMPTED TRANSFER WHICH WOULD VIOLATE
THESE RESTRICTIONS IS VOID. COPIES OF THE CERTIFICATE OF INCORPORATION ARE ON
FILE WITH THE SECRETARY OF THE CORPORATION.

5. RECLASSIFICATION, CONSOLIDATION OR MERGER. If, and to the extent that
the number of issued shares of Common Stock of the Company shall be increased or
reduced by a change in par value, split-up, reclassification, distribution of a
dividend payable in stock, or the like (but excluding dividends payable in
cash), the number of Option Shares subject to this Option, and the Option Price
therefore, shall be proportionately adjusted. If the Company is reorganized or
consolidated, or merged with any other corporation, the Optionee shall be
entitled to receive options covering shares of such reorganized, consolidated or
merged Company in the same proportion, at an equivalent price, and subject to
the same conditions. For purposes of the preceding sentence, the excess of the
aggregate fair market value of the shares subject to this Option immediately
after the reorganization, consolidation or merger over the aggregate Option
Price of such shares, shall not be more than the excess of the aggregate fair
market value of all shares subject to this Option immediately before such
reorganization, consolidation or merger over the aggregate Option Price of such
shares, and the new option or the assumption of the old option shall not give
the Optionee additional benefits which he did not have under the old option.

6. RIGHTS PRIOR TO EXERCISE OF OPTION. The Optionee shall have no rights as
a shareholder of shares subject to this Option until payment of the Option Price
and the delivery of such shares as herein provided.

7. RESTRICTIONS ON ISSUANCE OF SHARES. The Company shall not be obligated
to sell and issue any shares pursuant to this Option, unless permission to issue
said shares has first been obtained from the Commissioner of Corporations of the
State of California, and further, unless the shares with respect to which this
Option is exercised are, a the time, effectively registered, or exempt from
registration, under the Securities Act of 1933, as amended.

8. TRANSFER OF OPTION. This Option may be transferred by the Optionee with
the prior written consent of the Company, which shall not be unreasonably
withheld, and subject to the transferee qualifying as an Accredited Investor and
making the same representations to the Company as set forth in Paragraph 5.
hereof.

9. COMPLETE PAYMENT AND RELEASE. The Optionee acknowledges by the
Optionee's signature hereto that Option has received full payment from the
Company for any and all compensation due the Optionee pursuant to the Note
Offering and that the Optionee unconditionally and fully releases the Company
from and against any and all claims against the Company, of any kind or nature,
and whether known or unknown.

The Optionee waives the rights of Section 1542 of the California Civil
Code, which provides:

"A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement with the
debtor."

10. BINDING EFFECT. This Option shall be binding upon the heirs, executors,
administrators and successors of the parties hereto.

IN WITNESS WHEREOF, the parties have caused this Selling Agent Option Agreement
to be executed on this _____day of (MONTH) (YEAR).

"Company"
PDT, INC., a Delaware Corporation

By: /s/ Gary S. Kledzik
- ------------------------
Gary S. Kledzik
CEO and Chairman

"Optionee"

(NAME)

Address:

(ADDRESS)

Tax Id. or Soc. Sec. Number:

(Social Security #)

OPTION SHARES: NUMBER ( #)
OPTION PRICE: $4.00

PDT, INC.
AMENDED AND RESTATED OPTION AGREEMENT

This Option Agreement (the "Option") is made and entered into at Santa
Barbara, California, on the date hereinafter set forth by and between PDT, INC.,
a Delaware Corporation, hereinafter called the "Company", and (HOLDER),
hereinafter called the "Optionee".

WHEREAS:

A. The Optionee is acting as a Consultant to the Company under a Consulting
and Option Agreement of even date hereof; and

B. The Company wishes to grant the Optionee an option to purchase stock in
the Company as recognition of the Optionee's valuable services as a Consultant,
and the Optionee will, in consideration of receipt of said option, agree to bind
herself to the terms, conditions and provisions set forth herein.

NOW, THEREFORE, in consideration of the premises, it is agreed as follows:

1. GRANT OF OPTION. Subject to the conditions set forth herein, the Company
hereby grants to the Optionee the right, privilege and option to purchase NUMBER
(#) shares of the Company's Common Stock at a price per share (the "Option
Price") of SIX DOLLARS ($6.00) in the manner hereinafter provided, effective as
of (the "Grant Date") to be vested as follows: 25% per year for each full year
of Consulting Services from the Grant Date.

2. METHOD OF EXERCISE. Stock purchased under this Option shall, at the time
of purchase, be paid for in full. To the extent that the right to purchase
shares has accrued hereunder, this Option may be exercised, from time to time,
by written notice to the Company stating the number of shares with respect to
which this Option is being exercised and the time of delivery thereof, which
shall be at least fifteen (15) days after the giving of such notice, unless an
earlier date shall have been mutually agreed upon. At the time specified in such
notice, the Company shall, without transfer or issue tax to the Optionee,
deliver to him by certified mail, a certificate or certificates for such shares,
against the payment of the Option Price, in full, for the number of shares to be
delivered, by certified or bank cashier's check, or the equivalent thereof
acceptable to the Company. Provided, however, that the time of such delivery may
be postponed by the Company for such period as may be required for it, with
reasonable diligence, to comply with any requirements of any state or federal
agency or any securities exchange. If the Optionee fails to accept delivery of
and pay for all or any part of the number of shares specified in the notice
given by the Optionee, upon tender and delivery of said shares, the Optionee's
right to exercise this Option with respect to such undelivered shares shall be
terminated. The Option may only be exercised in increments of ONE HUNDRED (100)
shares, or more.

3. TERMINATION OF OPTION. Except as herein otherwise stated, this Option,
to the extent not theretofore exercised, shall expire at 5:00 p.m., Los Angeles,
California time on February 14, 2000. Notwithstanding the foregoing, if Optionee
ceases to be a Consultant for any reason other than death or permanent
disability, this Option shall expire thirty (30) days after the first day
Optionee is no longer a Consultant, but in no event later than the expiration
date specified under this Paragraph 3. If Optionee dies while a Consultant, this
Option may be exercised by the personal representative of the estate of Optionee
(or, if Optionee's estate has been closed, by his or her successors by bequest
or inheritance) for a period of six (6) months after Optionee ceases to be a
Consultant, but in no event later than the expiration date specified under this
Paragraph 3. If Optionee ceases to be a Consultant because of a permanent
disability, Optionee may exercise this Option for a period of six (6) months
after the date Optionee ceases to be a Consultant, but in no event later than
the expiration date specified under this Paragraph 3. If this Option remains
exercisable pursuant to this Paragraph 3 after termination of Optionee's
consulting services, the Option may be exercised only to the extent Optionee
could have exercised the Option pursuant to Paragraph 1, above, on the date
Optionee ceased to be a Consultant.

4. REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE. The Optionee hereby
warrants and represents to the Company, as of the date hereof and as of the date
or dates on which any Option Shares are purchased hereunder, as follows:

(a.) Optionee is an Accredited Investor as defined in the Securities and
Exchange Commission's Regulation Section 230.501, a copy of which is
attached hereto as Exhibit B.

(b.) Optionee is, by reason of Optionee's business or financial experience,
capable of evaluating the merits and risks of this investment and of
protecting the Optionee's own interests in connection with the Option.

(c.) In deciding whether to acquire the Option Shares, the Optionee has
relied, and will rely, exclusively upon consultations with his legal,
financial and tax advisors with respect to the nature of the Option.

(d.) Optionee understands that neither the Department of Corporations of
the State of California, nor the Securities and Exchange Commission,
nor any other governmental agency having jurisdiction over the sale
and issuance of the Option Shares will make any finding or
determination relating to the appropriateness for investment of the
Option Shares and that none of them has or will recommend or endorse
the Option Shares.

(e.) The Optionee represents that the Option Shares will be purchased for
Optionee's own account for investment and will not be purchased with a
view to the sale or distribution thereof, and that the Optionee has no
intention of distributing or reselling any portion of the Option or
the Option Shares which Optionee is receiving or may purchase.
Optionee acknowledges that the Option and the Option Shares have not
been, and will not be, registered under the Act, and must be held
indefinitely unless subsequently registered under the Act or an
exemption for such registration is available. The Optionee also
acknowledges that Optionee is fully aware of the restrictions on
disposing of the Option Shares resulting from the provisions of the
Act and the General Rules and Regulations of the Securities and
Exchange Commission thereunder. Optionee further understands that the
Option Shares have not been, and will not be, qualified under the
California Law on the ground that the sale thereof is exempt under the
applicable provisions of the California Law.

(f.) Optionee understands that the ability to transfer the Option Shares is
also restricted under the terms of the Company's Certificate of
Incorporation, and that the Company and the other shareholders of the
Company have certain rights of first refusal with respect to the
Option Shares.

(g.) Optionee recognizes that there is not a public market for the shares
of the Company and that there is no assurance that there will be such
a market for these securities. Optionee understands that the shares
may have to be held indefinitely due to the lack of such a market.

(h.) Optionee, if requested by the Company's underwriters, will execute a
"lock-up" agreement.

(i.) Optionee recognizes that "stop transfers instructions will be issued
against any stock certificates under this Option and that the
following legends will be placed on the stock certificates issued for
the securities:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO ADDITIONAL
TRANSFER AND OTHER RESTRICTIONS AND A RIGHT OF FIRST REFUSAL CONTAINED IN THE
CERTIFICATE OF INCORPORATION OF THE CORPORATION. ANY ATTEMPTED TRANSFER WHICH
WOULD VIOLATE THESE RESTRICTIONS IS VOID. COPIES OF THE CERTIFICATE OF
rNCORPORATION ARE ON FILE WITH THE SECRETARY OF THE CORPORATION.

5. RECLASSIFICATION, CONSOLIDATION OR MERGER If, and to the extent that
the number of issued shares of Common Stock of the Company shall be increased or
reduced by a change in par value, split-up, reclassification, distribution of a
dividend payable in stock, or the like (but excluding dividends payable in
cash), the number of Option Shares subject to this Option, and the Option Price
therefor, shall be proportionately adjusted. If the Company is reorganized or
consolidated, or merged with any other corporation, the Optionee shall be
entitled to receive options covering shares of such reorganized, consolidated or
merged Company in the same proportion, at an equivalent price, and subject to
the same conditions. For purposes of the preceding sentence, the excess of the
aggregate fair market value of the shares subject to this Option immediately
after the reorganization, consolidation or merger over the aggregate Option
Price of such shares, shall not be more than the excess of the aggregate fair
market value of all shares subject to this Option immediately before such
reorganization, consolidation or merger over the aggregate Option Price of such
shares, and the new option or the assumption of the old option shall not give
the Optionee additional benefits which he did not have under the old option.

6. RIGHTS PRIOR TO EXERCISE OF OPTION. This Option is nontransferable by
the Optionee, and is exercisable only by the Optionee, and the Optionee shall
have no rights as a shareholder of shares subject to this Option until payment
of the Option Price and the delivery of such shares as herein provided.
Provided, however, that this Option may be exercisable by the Optionee's
executor or personal representative within six (6) months after Optionee's death
as defined in Paragraph 3 above.

8. BINDING EFFECT. This Option shall be binding upon the heirs, executors,
administrators and successors of the parties hereto.

SIGNATURES ON NEXT PAGE

IN WITNESS WIIEREOF, the parties have caused this Option Agreement to be
executed on this _______day of (MONTH), (YEAR).

"Company"
PDT, INC.

By: /s/ Gary S. Kledzik
- --------------------------
Gary S. Kledzik
CEO and Chairman

"Optionee"

(NAME)
Address:

(ADDRESS)

PDT, INC.
AMENDED AND RESTATED 1993 WARRANT

This PDT, Inc. 1993 Warrant (the "Warrant") is made and entered into at
Santa Barbara, California, on the date hereinafter set forth by and between PDT,
INC., a Delaware Corporation, hereinafter called the "Company", and the
undersigned, hereinafter called the "Holder".

WHEREAS:

A. The Holder has purchased shares of Common Stock pursuant to the Company's
$10,000,000 Common Stock and Warrants Offering dated as of (DATE) (the
"Offering") pursuant to which the Company offered for sale TEN MILLION
DOLLARS ($10,000,000) of Common Stock and Warrants at a price of EIGHT
DOLLARS ($8.00) per Share; and

B. The Holder is entitled to a Warrant to acquire one (1) share of Common
Stock for each two (2) shares of Common Stock purchased by the Holder under
the Investment Agreement between the parties of even date herewith (the
"Investment Agreement") and as specified on the signature page hereof, at
the Strike Price as defined below.

NOW, THEREFORE, in consideration of the premises and promises, warranties and
representations herein contained, it is agreed as follows:

1. WARRANT. Subject to the conditions set forth herein, the Company hereby
grants to the Holder the right, privilege and option to purchase that number of
shares of Common Stock set forth on the signature page hereto at the Strike
Price per share set forth below (the "Warrant Shares"), said number of Warrant
Shares and said Strike Price being subject to adjustment as provided herein.

2. STRIKE PRICE. The initial price per share for the Warrant Shares (the
"Strike Price") shall be EIGHT DOLLARS ($8.00) per share. If from time to time
after the date hereof the Company completes any private placement sales of
Common Stock, or any preferred stock of the Company convertible into or
exchangeable for Common Stock (each a "Private Placement"), or an IPO (as such
term is defined in the Investment Agreement), or issues any warrant to purchase
Common Stock, at a purchase or "strikes price (in the case of Common Stock), or
with a conversion price or exchange rate (in the case of any preferred stock of
the Company), lower than $8.00 per share, adjusted for stock splits, stock
dividends or recapitalization, the Strike Price shall be reduced to the purchase
price (or conversion price or exchange rate, as applicable) per share, as
adjusted, at which such shares of Common Stock or convertible preferred stock
are sold.

3. METHOD OF EXERCISE. Stock purchased under this Warrant shall, at the
time of purchase, be paid for in full. The right to purchase shares hereunder
may be exercised, from time to time, by written notice to the Company stating
the number of shares with respect to which this Warrant is being exercised and
the time of delivery thereof, which shall be at least ten (10) days after the
giving of such notice, unless an earlier date shall have been mutually agreed
upon. At the time specified in such notice, the Company shall, without transfer
or issue tax to the Holder, deliver to him by certified mail, a certificate or
certificates for such shares, against the payment of the Strike Price, in full,
for the number of shares to be delivered, by certified or bank cashier's check,
or the equivalent thereof acceptable to the Company. Provided, however, that the
time of such delivery may be postponed by the Company for such period as may be
required for it, with reasonable diligence, to comply with any requirements of
any state or federal agency or any securities exchange and further provided that
no fractional shares of Common Stock will be issued. If the Holder fails to
accept delivery of and pay for all or any part of the number of shares specified
in the notice given by the Holder, upon tender and delivery of said shares, the
Holder's right to exercise this Warrant with respect to such undelivered shares
shall be terminated.

4. TERMINATION OF WARRANT. Except as herein otherwise stated, this Warrant,
to the extent not theretofore exercised, shall terminate at 5:00 p.m. Pacific
Standard Time three (3) years after the Effective Date (as defined in the
Investment Agreement) or as amended.

6. RIGHTS PRIOR TO EXERCISE OF WARRANT. The Holder shall have no rights as
a shareholder of shares subject to this Warrant until payment of the Strike
Price and the delivery of such shares as herein provided.

7. CERTAIN COVENANTS OF THE COMPANY. The Company covenants and agrees that
all shares which may be issued upon the exercise of this Warrant, will, upon
issuance, be duly and validly issued, fully paid and nonassessable; and will
from time to time take all such action as may be requisite to assure that the
par value per share of the Common Stock is at all times equal to or less than
the then effective purchase price per share of the Common Stock issuable
pursuant to the Warrant. The Company further covenants and agrees that, during
the period within which the rights represented by this Warrant may be exercised,
the Company will at all times have authorized, and reserved for the purpose of
issuance upon exercise of the purchase rights evidenced by this Warrant, a
sufficient number of shares of its Common Stock to provide for the exercise of
the rights represented by this Warrant. The Company also further covenants that
it will not, by amendment of its Certificate of Incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issuance
or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of the holder of this Warrant against impairment. Without limiting
the generality of the foregoing, the Company (a) will not increase the par value
of any shares of stock issuable upon the exercise of this Warrant above the
amount payable therefor on such exercise, and (b) will take all action that may
be necessary or appropriate in order that the Company may validly and legally
issue fully paid and nonassessable shares of stock on the exercise of this
Warrant. So long as this Warrant is outstanding, the Company shall not grant to
any person or entity any anti-dilution rights on terms more favorable than those
granted to the Holder hereunder.

8. TRANSFER OF WARRANT. This Warrant may be transferred by the Holder with
the prior written consent of the Company, which shall not be unreasonably
withheld, and subject to the transferee qualifying as an Accredited Investor and
making the same representations to the Company as set forth in the Investment
Agreement executed by the Holder and subject to the first refusal right
described in Paragraph 9. below.

9. RIGHT OF FIRST REFUSAL. Prior to any transfer of this Warrant by the
Holder, the Holder shall give written notice by certified or registered mail,
return receipt requested, to the Company specifying the price, terms and name
and address of the proposed transferee (the "Notice"). The Company shall have
thirty (30) days from receipt of said Notice to acquire the Warrant under the
same price and terms as specified by the Holder in the Notice.

10. REGISTRATION RIGHTS. The Holder shall have certain registration rights
in regards to the Common Stock subject to this Warrant as defined in the
Investment Agreement, but no registration rights for this Warrant.

11. UNDERSTANDING OF HOLDER The Company's obligation to issue and/or
register the Warrant Shares as set forth herein shall be conditioned upon a
timely receipt by the Company in writing of:

(a) With respect to issuance, investment representations as deemed
appropriate by the Company in its sale and absolute discretion
sufficient to assure the Company that the Warrant Shares upon issuance
will be exempt from registration under the Securities Act of 1933, as
amended (the "Act"); and

(b) With respect to registration, information as the Company may
reasonably require from Holder, or any underwriter, for inclusion in
such registration statement.

12. BINDING EFFECT. This Warrant shall be binding upon the heirs,
executors, administrators and successors of the parties hereto.

13. GOVERNING LAW. This Warrant shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware.

14. NOTICES. Any notice or demand to the Company under this Warrant may be
given and shall conclusively be deemed and considered to have been given and
received upon the date shown to have been received on any postal receipt or
independent courier receipt at the address of the Company appearing on the
records of the Holder, but actual written notice (including by telefax, hand
delivery, Federal Express, or other means), however given or received, shall
always be effective. For the purposes hereof, the addresses of the Company and
the Holder (until notice of a change thereof is given as provided in this
Section 14.) shall be as follows:

If to the Holder: At the address set forth on the signature page hereof

If to the Company: PDT, INC.

7408 Hollister Avenue
Santa Barbara, CA 93117
Attn: Gary S. Kledzik, President, C.E.O. and Chairman

15. EXECUTION IN COUNTERPARTS. This Warrant may be executed in any number
of counterparts and any party hereto or thereto may execute any counterpart,
each of which when executed and delivered will be deemed to be an original and
all of which counterparts of this Warrant taken together will be deemed to be
but one and the same instrument. The execution of this Warrant by any party
hereto will not become effective until counterparts hereof or thereof, as the
case may be, have been executed by all the parties hereto or thereto, and
transmitted by facsimile copy with overnight delivery of manually executed
copies. Notwithstanding the above, the date of issuance of this Warrant shall be
the date which is specifically indicated on the signature page hereof.

SIGNATURES ON NEXT PAGE

IN WITNESS WHEREOF, the parties have caused this Warrant to be executed on
this _______day of (MONTH), (YEAR).

"Company"
PDT, INC., a Delaware Corporation

By: /s/ Gary S. Kledzik
-------------------
Gary S. Kledzik

"Holder"

Signature

Address:

(ADDRESS)

Tax Id. or Soc. Sec. Number:
(Social Security #)

DATE OF ISSUANCE OF WARRANT:

(DATE)

AMOUNT OF WARRANT SHARES:

NUMBER (#)

PDT, INC.
AMENDED AND RESTATED PROMISSORY NOTE WARRANT

This PDT, Inc. Promissory Note Warrant (the "Warrant") is made and entered
into at Santa Barbara, California, on the date hereinafter set forth by and
between PDT, INC., a Delaware Corporation, hereinafter called the "Company", and
the undersigned, hereinafter called the "Holder".

WHEREAS:

A. The Holder has offered bridge financing to the Company in the form of a 10%
Promissory Note (the "Note"); and

B. The Company has, as incentive to enter into the bridge financing, offered
the Holder a Warrant which will grant the right, but not the obligation, to
acquire (NUMBER) (#) shares of PDT, Inc. Common Stock as specified on the
signature page hereof, at the Strike Price as defined below.

NOW, THEREFORE, in consideration of the premises and promises, warranties and
representations herein contained, it is agreed as follows:

1. WARRANT. Subject to the conditions set forth herein, the Company hereby
grants to the Holder the right, privilege and option to purchase up to that
number of shares of Common Stock set forth on the signature page hereto at the
Strike Price per share set forth below (the "Warrant Shares"), said number of
Warrant Shares and said Strike Price being subject to adjustment as provided
herein. No fractional Conversion Shares or fractional Conversion Warrants will
be issued.

2. STRIKE PRICE. The initial price per share for the Warrant Shares (the
"Strike Price") shall be TEN DOLLARS AND SIXTY-SEVEN CENTS ($10.67) per share.
If from time to time after the date hereof the Company completes any private
placement sales of Common Stock or any preferred stock of the Company
convertible into or exchangeable for Common Stock (each a "Private Placement"),
or an Initial Public Offering or issues any warrant to purchase Common Stock, at
a purchase or "strike" price (in the case of Common Stock), or with a conversion
price or exchange rate (in the case of any preferred stock of the Company),
lower than $10.67 per share, adjusted for stock splits, stock dividends or
recapitalization, the Strike Price shall be reduced to the purchase price (or
conversion price or exchange rate, as applicable) per share, as adjusted, at
which such shares of Common Stock or convertible preferred stock are sold.

3. METHOD OF EXERCISE. Stock purchased under this Warrant shall at the time
of purchase, be paid for in full. The right to purchase shares hereunder may be
exercised, from time to time, by written notice to the Company stating the
number of shares with respect to which this Warrant is being exercised and the
time of delivery thereof, which shall be at least ten (10) days after the giving
of such notice, unless an earlier date shall have been mutually agreed upon. At
the time specified in such notice, the Company shall, without transfer or issue
tax to the Holder, deliver to him by certified mail, a certificate or
certificates for such shares, against the payment of the Strike Price, in full,
for the number of shares to be delivered, by certified or bank cashier's check,
or the equivalent thereof acceptable to the Company. Provided, however, that the
time of such delivery may be postponed by the Company for such period as may be
required for it, with reasonable diligence, to comply with any requirements of
any state or federal agency or any securities exchange and further provided that
no fractional shares of Common Stock will be issued. If the Holder fails to
accept delivery of and pay for all or any part of the number of shares specified
in the notice given by the Holder, upon tender and delivery of said shares, the
Holder's right to exercise this Warrant with respect to such undelivered shares
shall be terminated. If this Warrant is exercised within six (6) months of the
Company's Initial Public Offering (IPO), the Holder shall execute a lock-up
agreement for the balance of the six month period following the IPO.

8. TRANSFER OF WARRANT. This Warrant may be transferred by the Holder with
the prior written consent of the Company, which shall not be unreasonably
withheld, and subject to the transferee qualifying as an Accredited Investor and
making the same representations to the Company as set forth in the Convertible
Note Subscription Agreement executed by the Holder and subject to the first
refusal right described in Paragraph 9. below.

10. REGISTRATION RIGHTS. The Holder shall have no registration rights for
this Warrant.

11. UNDERSTANDING OF HOLDER The Company's obligation to issue and/or
register the Warrant Shares as set forth herein shall be conditioned upon a
timely receipt by the Company in writing of:

(a) With respect to issuance, investment representations as deemed
appropriate by the Company in its sole and absolute discretion sufficient
to assure the Company that the Warrant Shares upon issuance will be exempt
from registration under the Securities Act of 1933, as amended (the "Act");
and

(b) With respect to registration, information as the Company may
reasonably require from Holder, or any underwriter, for inclusion in such
registration statement.

12. BINDING EFFECT. This Warrant shall be binding upon the heirs,
executors, administrators and successors of the parties hereto.

13. GOVERNING LAW. This Warrant shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware.

If to the Holder: At the address set forth on the signature page hereof

If to the Company: PDT, INC.

7408 Hollister Avenue
Santa Barbara, CA 93117
Attn: Gary S. Kledzik President, C.E.O. and Chairman

SIGNATURES ON NEXT PAGE

IN WITNESS WHEREOF, the parties have caused this Conversion Warrant to be
executed on this _____ day of (MONTH), (YEAR).

"Company"
PDT, INC. a Delaware Corporation

By: /s/ Gary S. Kledzik
- ------------------------
Gary S. Kledzik
C.E.O. and Chairman

"Holder"

Warrant Holder

Signature

Address:

(ADDRESS)

Tax Id. or Soc. Sec. Number:

(SOCIAL SECURITY NUMBER)

CONVERTIBLE PROMISSORY NOTE #______

DATE OF ISSUANCE OF WARRANT

DATED _______

AMOUNT OF WARRANT SHARES

_________(#)