AMENDMENT NO. 4

                                       TO

                          MIRAVANT MEDICAL TECHNOLOGIES
                        PREFERRED STOCK RIGHTS AGREEMENT

     WHEREAS:  The undersigned,  U.S. Stock Transfer  Corporation,  (the "Rights
Agent"),  and  Miravant  Medical  Technologies  a  Delaware  Corporation,   (the
"Company")  are parties to the Miravant  Medical  Technologies  Preferred  Stock
Rights Agreement originally dated July 13, 2000, as amended,  hereinafter called
the "Agreement."

     WHEREAS:  The Rights Agent and the Company wish to amend the  definition of
"Acquiring Person" contained in Section 1 of  the Agreement.

     NOW, THEREFORE, the Rights Agreement is hereby amended as follows

     1. The  definition  of  "Acquiring  Person"  contained  in Section 1 of the
Agreement is hereby amended to read as follows:"Acquiring Person" shall mean any
Person,  who or which,  together  with all  Affiliates  and  Associates  of such
Person,  shall be the  Beneficial  Owner of Twenty  Percent (20%) or more of the
Common  Shares  then  outstanding,  but  shall  not  include  the  Company,  any
Subsidiary of the Company or any employee  benefit plan of the Company or of any
Subsidiary of the Company,  or any entity  holding Common Shares for or pursuant
to the terms of any such plan,  nor shall it include the  acquisition  of Twenty
Percent  (20%) or more of the Common  Shares then  outstanding  by the Pharmacia
Group: (i) acquired by the Pharmacia Group after an Event of Default, as defined
in the Amended and Restated Credit  Agreement dated as of May 31, 2001,  between
the Company and Pharmacia  Treasury Services AB (the "Credit  Agreement"),  (ii)
acquired by the Pharmacia  Group which,  when taken  together with the number of
Common Shares held by the Pharmacia Group as of the date of such acquisition, do
not exceed Twenty Five Percent  (25%) of the  aggregate  number of Common Shares
outstanding  as of the  date  of  such  acquisition  or  (iii)  acquired  by the
Pharmacia  Group  pursuant  to  Section  2.03 of the  Credit  Agreement  or upon
exercise  of any  Warrants  held  by the  Pharmacia  Group  or  acquired  by the
Pharmacia  Group  pursuant  to the  Credit  Agreement  or that  certain  Warrant
Agreement,  dated February 19, 1999,  between the Company and Pharmacia Treasury
Services AB, as amended,  modified or supplemented.  Acquiring Person shall also
not include the acquisition of Twenty Percent (20%) or more of the Common Shares
by St.  Cloud  Investments,  Ltd.,  including,  but not limited to, those Common
Shares acquired by St. Cloud Investments,  Ltd. pursuant to the Note and Warrant
Purchase Agreement dated March 3, 2005.  Acquiring Person shall also not include
any person or entity who acquires  greater than Twenty  Percent (20%) or more of
the Common Shares of the Company in any financing  transaction  which  generates
net  proceeds to the  Company of less than FIVE  MILLION  DOLLARS  ($5,000,000),
which  has  been  approved  by  the  Board  of  Directors.  Notwithstanding  the
foregoing,  no Person shall be deemed to be an Acquiring Person as the result of
an acquisition of Common Shares by the Company which,  by reducing the number of
shares  outstanding,  increases the proportionate  number of shares beneficially
owned by such Person to Twenty Percent (20%) or more of the Common Shares of the
Company then outstanding;  provided,  however, that if a Person shall become the
Beneficial  Owner of Twenty  Percent  (20%) or more of the Common  Shares of the
Company then  outstanding by reason of share purchases by the Company and shall,
after such share  purchases by the Company,  become the Beneficial  Owner of any
additional  Common  Shares of the Company  (other than pursuant to a dividend or
distribution  paid or made by the Company on the  outstanding  Common  Shares in
Common Shares or pursuant to a split or  subdivision of the  outstanding  Common
Shares),  then such Person shall be deemed to be an Acquiring Person unless upon
becoming the Beneficial  Owner of such  additional  Common Shares of the Company
such Person does not beneficially own Twenty Percent (20%) or more of the Common
Shares of the Company then outstanding.  Notwithstanding  the foregoing,  (i) if
the  Company's  Board of  Directors  determines  in good faith that a Person who
would otherwise be an "Acquiring  Person," as defined  pursuant to the foregoing
provisions  of this  paragraph  (a), has become such  inadvertently  (including,
without  limitation,  because (A) such Person was unaware  that it  beneficially
owned a percentage of the Common Shares that would  otherwise  cause such Person
to be an "Acquiring Person," as defined pursuant to the foregoing  provisions of
this  paragraph  (a),  or (B) such  Person was aware of the extent of the Common
Shares it beneficially  owned but had no actual knowledge of the consequences of
such  beneficial  ownership  under this  Agreement) and without any intention of
changing or influencing  control of the Company,  and if such Person divested or
divests as promptly as practicable a sufficient  number of Common Shares so that
such Person would no longer be an "Acquiring Person," as defined pursuant to the
foregoing provisions of this paragraph (a), then such Person shall not be deemed
to be or to  have  become  an  "Acquiring  Person"  for  any  purposes  of  this
Agreement;  and (ii) if, as of the date  hereof,  any  Person is the  Beneficial
Owner of Twenty  Percent  (20%) or more of the Common Shares  outstanding,  such
Person shall not be or become an "Acquiring  Person," as defined pursuant to the
foregoing  provisions of this paragraph (a),  unless and until such time as such
Person shall become the Beneficial Owner of additional Common Shares (other than
pursuant  to a  dividend  or  distribution  paid or made by the  Company  on the
outstanding Common Shares in Common Shares or pursuant to a split or subdivision
of the outstanding Common Shares), unless, upon becoming the Beneficial Owner of
such additional  Common Shares,  such Person is not then the Beneficial Owner of
Twenty Percent (20%) or more of the Common Shares then outstanding.

     2. In all other  respects,  the  Miravant  Medical  Technologies  Preferred
Rights Agreement is ratified as issued by the Company and by the Rights Agent.

     3. The Effective Date of this Amendment is March 4, 2005

                            [Signatures on next page]




         IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
be effective on the date written above.

Miravant Medical Technologies                        "Rights Agent"
a Delaware Corporation                      U.S. Stock Transfer Corporation



By:      _____________________              By:__________________________
         Gary S. Kledzik                    Name:
         Chief Executive Officer            Title: