FIRST AMENDMENT TO WARRANTS

                                                                    EXHIBIT 10.5

                                                               EXECUTION VERSION

                               FIRST AMENDMENT TO
                                    WARRANTS

      THIS FIRST AMENDMENT TO WARRANTS (this "AMENDMENT") is made and entered
into as of January 26, 2005, by and between NORTHWEST BIOTHERAPEUTICS, INC., a
Delaware corporation (the "COMPANY"), and TOUCAN CAPITAL FUND II, L.P. (the
"WARRANTHOLDER").

                                    RECITALS

      WHEREAS, in connection with the purchase of $1,300,000 in Series A
Cumulative Convertible Preferred Stock of the Company as of the date hereof, the
parties hereto wish to enter into this Amendment to clarify the exercise prices
of Northwest Biotherapeutics Warrant BW-4, Northwest Biotherapeutics Warrant
BW-5, Northwest Biotherapeutics Warrant BW-6 and Northwest Biotherapeutics
Warrant BW-7 (collectively, the "WARRANTS"), each of which are held by the
Warrantholder.

                                    AGREEMENT

      NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:

1.    Section 1(d) of each of the Warrants is hereby amended and restated in its
      entirety to read "(d) "EXERCISE PRICE" shall mean $0.04 per share (subject
      to adjustment pursuant to Section 5)."

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

3.    This Amendment shall be governed by and construed under the internal
      substantive laws of the State of Delaware.

4.    This Amendment may be executed in one or more counterparts, including
      facsimile counterparts, each of which will be deemed an original but all
      of which together shall constitute one and the same agreement.

                            [SIGNATURE PAGE FOLLOWS]



                                                               EXECUTION VERSION

      IN WITNESS WHEREOF, the parties hereto have executed this FIRST AMENDMENT
TO WARRANTS as of the date first above written.

                                            COMPANY:

                                            NORTHWEST BIOTHERAPEUTICS, INC.

                                            By:     /s/ Xxxxx Xxxxxxx
                                                 --------------------
                                                 Xxxxx X. Xxxxxxx
                                                 President

Agreed to and accepted as of the
date first written above:

TOUCAN CAPITAL FUND II, L.P.

By:   /s/ Xxxxx Xxxxxx
    ------------------
Name: Xxxxx X. Xxxxxx
Title: Managing Director