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CDL Agreement [Amendment No. 1] - Cancer Diagnostic Laboratories inc. and CancerVax Corp.

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                        AMENDMENT NO. 1 TO CDL AGREEMENT

         This Amendment No. 1 to CDL Agreement is made and entered into as of
December 15, 2000, by and between Cancer Diagnostic Laboratories, Inc., a
California corporation ("CDL"), and CancerVax Corporation, a Delaware
corporation ("CancerVax").


         A.       CDL and CancerVax are parties to an Agreement dated July 31,
2000, relating to a quitclaim of certain cell lines and license of certain
technology to CancerVax (the "CDL Agreement").

         B.       Dr. Donald L. Morton ("Morton") and CancerVax are entering
into, as of the date hereof, a Contribution of Technology and Exchange Agreement
(the "Contribution Agreement"). Pursuant to Section 4 of the Contribution
Agreement, it is recognized and agreed that Morton is in the process of filing
divisionals of certain foreign patent applications in the name of CDL and that,
pursuant to Section 7 of the Contribution Agreement, such diagnostic divisionals
will be added to CancerVax's license rights under the CDL Agreement that relate
to the treatment or prevention of cancer in humans through the use of products
or methodologies that employ an antigen-containing vaccine.

         C.       The parties desire to amend the CDL Agreement to add the
divisionals of certain foreign patent applications, upon the terms and
conditions set forth herein.

         NOW THEREFORE, the parties hereby agree as follows:

         1.       Section 1.1 of the CDL Agreement shall be amended to read in
its entirety as follows:

                  "1.1     "CDL's Patent Rights" shall mean patent rights
                  claimed in or covered under (a) U.S. patent application SN
                  431,533, filed November 3, 1989, including any divisionals,
                  continuations, continuations-in-part, foreign counterparts,
                  any United States or foreign patents issuing therefrom, as
                  well as any extensions, reexaminations or reissues thereof and
                  (b) the divisionals being created from Japanese Published
                  Patent Application No. 90/500470 and Canadian Patent
                  Application No. 2,072,620, including any divisionals,
                  continuations, continuations in part or


                  patents issuing therefrom, as well as any extensions,
                  reexaminations or reissues thereof."

         2.       All other terms and conditions of the CDL Agreement remain in
full force and effect.

         IN WITNESS WHEREOF, the undersigned have executed this Amendment
effective as of the date and year first above written.

                                           Cancer Diagnostics Labs, Inc.

                                           By: /s/ Donald L. Morton
                                           Its: President

                                           CancerVax Corporation

                                           By: /s/ David F. Hale
                                           Its: Chief Executive Officer