CYTOGEN CORPORATION

                                   And

                CHASEMELLON SHAREHOLDER SERVICES, L.L.C.

                            As Rights Agent

                             ____________

                Amended and Restated Rights Agreement

                    Dated as of October __, 1998
  
  
  <PAGE>
  
  
  
  
                             TABLE OF CONTENTS
                                
  
Section 1.   Certain Definitions. . . . . . . . . . . . . . . . . . . . . .1
Section 2.   Appointment of Rights Agent. . . . . . . . . . . . . . . . . .4
Section 3.   Issue of Right Certificates. . . . . . . . . . . . . . . . . .5
Section 4.   Form of Right Certificates . . . . . . . . . . . . . . . . . .6
Section 5.   Countersignature and Registration. . . . . . . . . . . . . . .6
Section 6.   Transfer, Split Up, Combination and Exchange of Right Certificates;
             Mutilated, Destroyed, Lost or Stolen Right
             Certificates. . . . . . .. . . . . . . . . . . . . . . . . . .7
Section 7.   Exercise of Rights; Purchase Price; Expiration Date of Rights.8
Section 8.   Cancellation and Destruction of Right Certificates . . . . . .9
Section 9.   Availability of Preferred Shares . . . . . . . . . . . . . . .9
Section 10.  Preferred Shares Record Date . . . . . . . . . . . . . . . . .9
Section 11.  Adjustment of Purchase Price, Number of Shares or 
             Number of Rights . . . . . . . . . . . . . . . . . . . . . . .10
Section 12.  Certificate of Adjusted Purchase Price or Number of Shares . .16
Section 13.  Consolidation, Merger or Sale or Transfer of Assets or 
             Earning Power. . . . . . . . . . . . . . . . . . . . . . . . .16
Section 14.  Fractional Rights and Fractional Shares. . . . . . . . . . . .17
Section 15.  Rights of Action . . . . . . . . . . . . . . . . . . . . . . .18
Section 16.  Agreement of Right Holders . . . . . . . . . . . . . . . . . .19
Section 17.  Right Certificate Holder Not Deemed a Stockholder. . . . . . .19
Section 18.  Concerning the Rights Agent. . . . . . . . . . . . . . . . . .19
Section 19.  Merger or Consolidation or Change of Name of Rights Agent. . .20
Section 20.  Duties of Rights Agent . . . . . . . . . . . . . . . . . . . .21
Section 21.  Change of Rights Agent . . . . . . . . . . . . . . . . . . . .22
Section 22.  Issuance of New Right Certificates . . . . . . . . . . . . . .23
Section 23.  Redemption . . . . . . . . . . . . . . . . . . . . . . . . . .23
Section 24.  Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . .24
Section 25.  Notice of Certain Events . . . . . . . . . . . . . . . . . . .25
Section 26.  Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . .26
Section 27.  Supplements and Amendments . . . . . . . . . . . . . . . . . .27
Section 28.  Successors . . . . . . . . . . . . . . . . . . . . . . . . . .27
Section 29.  Benefits of this Rights Agreement. . . . . . . . . . . . . . .27
Section 30.  Severability . . . . . . . . . . . . . . . . . . . . . . . . .27
Section 31.  Governing Law. . . . . . . . . . . . . . . . . . . . . . . . .27
Section 32.  Counterparts . . . . . . . . . . . . . . . . . . . . . . . . .27
Section 33.  Descriptive Headings . . . . . . . . . . . . . . . . . . . . .28

  Exhibit A- Form of Certificate of Designations
  Exhibit B- Form of Right Certificate
  Exhibit C- Summary of Rights to Purchase Preferred Shares


<PAGE>
               Amended and Restated Rights Agreement
                                
          Rights Agreement, dated as of October 19, 1998,
  between Cytogen Corporation, a Delaware corporation (the
  "Company"), and ChaseMellon Shareholder Services, L.L.C. (the
  "Rights Agent").

          On June 19, 1998, the Board of Directors of the
  Company approved and adopted a Rights Agreement, dated as of
  such date, by and between the Company and the Rights Agent
  (the "Original Rights Agreement") and, as contemplated by the
  Original Rights Agreement, such Board of Directors authorized
  and declared a dividend of one preferred share purchase right
  (a "Right") for each Common Share of the Company outstanding
  on June 30, 1998 (the "Record Date"), each Right representing
  the right to purchase one one-thousandth of a Preferred Share,
  upon the terms and subject to the conditions set forth in the
  Certificate of Designation relating to the Preferred Shares,
  and further authorized and directed the issuance of one Right
  with respect to each Common Share that shall become
  outstanding between the Record Date and the earliest of the
  Distribution Date, the Redemption Date and the Expiration
  Date. 

          On October 19, 1998, the Board of Directors of the
  Company determined to amend and restate the Original Rights
  Agreement in order to eliminate provisions thereof relating to
  Continuing Directors (as such term is defined in the Original
  Rights Agreement).

          Accordingly, in consideration of the premises and
  the mutual agreements herein set forth, the parties hereby
  agree as follows:

       Section 1.    Certain Definitions.  For purposes of this Rights 
Agreement, the following terms have the meanings indicated:

            (a)     "Acquiring Person" shall mean any Person who or
  which, together with all Affiliates and Associates of such
  Person, shall be the Beneficial Owner of 20% or more of the
  Common Shares then outstanding, but shall not include (i) the
  Company, any Subsidiary of the Company, 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, (ii) any person who becomes the Beneficial
  Owner of 20% or more of the Common Shares then outstanding as
  the result of a reduction in the outstanding Common Shares
  resulting from acquisition of Common Shares by the Company
  approved by the Board of Directors, unless and until such
  Person become the Beneficial Owner of any additional Common
  Shares, (iii) any person who becomes the Beneficial Owner of
  20% or more of the Common Shares then outstanding pursuant to
  any action or transaction or series of related actions or
  transactions approved by the Board of Directors before such
  person otherwise becomes an Acquiring Person or (iv) any
  Person who or which the Board of Directors of the Company
  determines, in good faith, became an Acquiring Person
  inadvertently, if such Person divests as promptly as

<PAGE>

  practicable a sufficient number of Common Shares so that such
  Person would no longer be an Acquiring Person.

            (b)     "Affiliate" and "Associate" shall have the
  respective meanings ascribed to such terms in Rule 12b-2 under
  the Exchange Act.

            (c)     A Person shall be deemed the "Beneficial Owner"
  of and shall be deemed to "Beneficially Own" any securities:

                 (i)     which such Person or any of such Person's
  Affiliates or Associates beneficially owns, as determined
  pursuant to Rule 13d-3 under the Exchange Act;

                 (ii)    which such Person or any of such Person's
  Affiliates or Associates has (A) the right to acquire (whether
  such right is exercisable immediately or only after the
  passage of time) pursuant to any agreement, arrangement or
  understanding (other than customary agreements with and
  between underwriters and selling group members with respect to
  a bona fide public offering of securities), or upon the
  exercise of conversion rights, exchange rights, rights (other
  than these Rights), warrants or options, or otherwise,
  provided, however, that a Person shall not be deemed the
  Beneficial Owner of, or to Beneficially Own, securities
  tendered pursuant to a tender or exchange offer made by or on
  behalf of such Person or any of such Person's Affiliates or
  Associates until such tendered securities are accepted for
  purchase or exchange or (B) the right to vote pursuant to any
  agreement, arrangement or understanding, provided, however,
  that a Person shall not be deemed the Beneficial Owner of, or
  to Beneficially Own, any security if the agreement,
  arrangement or understanding to vote such security (1) arises
  solely from a revocable proxy or consent given to such Person
  in response to a public proxy or consent solicitation made
  pursuant to, and in accordance with, the applicable rules and
  regulations promulgated under the Exchange Act and (2) is not
  also then reportable on Schedule 13D under the Exchange Act
  (or any comparable or successor report) or

                 (iii)   which are beneficially owned,
  directly or indirectly, by any other Person with which such
  Person or any of such Person's Affiliates or Associates has
  any agreement, arrangement or understanding (other than
  customary agreements with and between underwriters and selling
  group members with respect to a bona fide public offering of
  securities) for the purpose of acquiring, holding, voting
  (except to the extent contemplated by the proviso to Section
  1(c)(ii)(B)) or disposing of any securities of the Company.
  
     Notwithstanding anything in this definition of Beneficial
  Ownership to the contrary, the phrase "then outstanding," when
  used with reference to a Person's Beneficial Ownership of
  securities of the Company, shall mean the number of such
  securities then issued and outstanding together with the
  number of such securities not then actually issued and
  outstanding which such Person would be deemed to Beneficially
  Own hereunder.

                                2
<PAGE>

            (d)      "Business Day" shall mean any day other than
  a Saturday, a Sunday, or a day on which banking institutions
  in New York are authorized or obligated by law or executive
  order to close.

            (e)     "Close of Business" on any given date shall
  mean 5:00 p.m., New York City time, on such date, provided,
  however, that, if such date is not a Business Day, it shall
  mean 5:00 p.m., New York City time, on the next succeeding
  Business Day.

            (f)     "Common Shares" shall mean the shares of common
  stock, par value $.01 per share, of the Company, except that
  "Common Shares" when used with reference to any Person other
  than the Company shall mean the capital stock (or equity
  interest) with the greatest voting power of such other Person
  or, if such other Person is a Subsidiary of another Person,
  the Person or Persons which ultimately control such first-mentioned Person. 

            (g)     "Company" shall have the meaning set forth in
  the preamble hereof.

            (h)      "current per share market price" shall have
  the meaning set forth in Section 11(d) hereof.

            (i)     "Distribution Date" shall have the meaning set
  forth in Section 3(a) hereof.

            (j)     "equivalent preferred shares" shall have the
  meaning set forth in Section 11(b) hereof.

            (k)     "Exchange Act" shall mean the Securities
  Exchange Act of 1934.

            (l)     "Exchange Ratio" shall have the meaning set
  forth in Section 24(a) hereof.

            (m)     "Expiration Date" shall mean the Close of
  Business on June 19, 2008.

            (n)     "NASDAQ" shall mean the National Association of
  Securities Dealers, Inc. Automated Quotation System.

            (o)     "Person" shall mean any individual, firm,
  corporation, partnership or other entity, and shall include
  any successor (by merger or otherwise) of such entity. 

            (p)     "Preferred Shares" shall mean shares of Series
  C Junior Participating Preferred Stock, $.01 par value, of the
  Company having the rights and preferences set forth in the
  Form of Certificate of Designations attached to this Amended
  and Restated Rights Agreement as Exhibit A.

                                 3
<PAGE>

            (q)     "Purchase Price" shall initially be $20 for
  each one one-thousandth of a Preferred Share purchasable
  pursuant to the exercise of a Right, and shall be subject to
  adjustment from time to time as provided in Section 11 or 13
  hereof.

            (r)     "Record Date" shall have the meaning set forth
  in the second paragraph hereof.

            (s)     "Redemption Date" shall mean the time at which
  the Rights are redeemed as provided in Section 23 hereof.

            (t)     "Redemption Price" shall have the meaning set
  forth in Section 23(a) hereof.

            (u)     "Right" shall have the meaning set forth in the
  second paragraph hereof.

            (v)      "Right Certificate" shall have the meaning set
  forth in Section 3(a) hereof.

            (w)     "Rights Agent" shall have the meaning set forth
  in the preamble hereof.

            (x)     "Security" shall have the meaning set forth in
  Section 11(d)(i) hereof.

            (y)     "Stock Acquisition Date" shall mean the first
  date of public announcement (including, without limitation, by
  a filing under the Exchange Act) by the Company or an
  Acquiring Person that an Acquiring Person has become such or
  such earlier date as a majority of the Board of Directors
  shall become aware of the existence of an Acquiring Person.

            (z)     "Subsidiary" of any Person shall mean any
  corporation or other entity of which a majority of the voting
  power of the voting equity securities or equity interest is
  owned or otherwise controlled, directly or indirectly, by such
  Person. 

            (aa)     "Trading Day" shall have the meaning set forth
  in Section 11(d)(i) hereof.

       Section 2.   Appointment of Rights Agent.  The Company hereby appoints 
  the Rights Agent to act as agent for the Company in
  accordance with the terms and conditions hereof, and the
  Rights Agent hereby accepts such appointment. The Company may
  from time to time appoint such co-Rights Agents as it may deem
  necessary or desirable.
  
                                    4

<PAGE>

     Section 3.   Issue of Right Certificates.  (a)  Until the earlier of 
  the Close of Business on (i) the Stock Acquisition Date or (ii) such date, 
  if any, as may be determined by action of the Board of Directors of the 
  Company after the date of the commencement by any Person (other than
  the Company, any Subsidiary of the Company, 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) of, or of the first public
  announcement of the intention of any Person (other than the
  Company, any Subsidiary of the Company, 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) to commence, a tender or exchange offer the
  consummation of which would result in any Person becoming an
  Acquiring Person (including any such date which is after the
  date of this Rights Agreement and prior to the issuance of the
  Rights; the earlier of such dates being herein referred to as
  the "Distribution Date"), (x) the Rights will be evidenced
  (subject to the provisions of Section 3(b) hereof) by the
  certificates for Common Shares registered in the names of the
  holders thereof (which certificates shall also be deemed to be
  Right Certificates) and not by separate Right Certificates and
  (y) the right to receive Right Certificates will be
  transferable only in connection with the transfer of Common
  Shares. As soon as practicable after the Distribution Date,
  the Company will prepare and execute, the Rights Agent will
  countersign, and the Company will send or cause to be sent
  (and the Rights Agent will, if requested, send) by first-class, 
  insured, postage-prepaid mail, to each record holder of
  Common Shares as of the Close of Business on the Distribution
  Date, at the address of such holder shown on the records of
  the Company, a Right Certificate, in substantially the form of
  Exhibit B hereto (a "Right Certificate"), evidencing one Right
  for each Common Share so held. As of the Distribution Date,
  the Rights will be evidenced solely by such Right
  Certificates. 

            (b)   The Company will make available, as promptly as
  practicable following the Record Date, a Summary of Rights to
  Purchase Preferred Shares, in substantially the form of
  Exhibit C hereto, to any holder of Rights who may so request
  from time to time prior to the Expiration Date. With respect
  to certificates for Common Shares outstanding as of the Record
  Date, until the Distribution Date, the Rights will be
  evidenced by such certificates and the registered holders of
  the Common Shares shall also be the registered holders of the
  associated Rights. Until the Distribution Date (or the earlier
  of the Redemption Date or the Expiration Date), the surrender
  for transfer of any certificate for Common Shares in respect
  of which Rights have been issued shall also constitute the
  transfer of the Rights associated with such Common Shares.

            (c)    Rights shall be issued in respect of all
  Common Shares which are issued (whether originally issued or
  from the Company's treasury) after the Record Date but prior
  to the earliest of the Distribution Date, the Redemption Date
  or the Expiration Date.  Certificates representing such Common
  Shares shall bear the following legend:
  
            THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE
            HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A
            RIGHTS AGREEMENT BETWEEN CYTOGEN CORPORATION (THE
            "COMPANY") AND THE RIGHTS AGENT THEREUNDER (THE 

                                    5

<PAGE>

            "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY
            INCORPORATED HEREIN BY REFERENCE AND A COPY OF
            WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE
            COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH
            IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE
            EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO
            LONGER BE EVIDENCED BY THIS CERTIFICATE.  THE
            COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE
            A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER
            RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER
            CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS
            AGREEMENT, RIGHTS ISSUED TO ANY PERSON WHO BECOMES
            AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS
            AGREEMENT), INCLUDING SUCH RIGHTS HELD BY A
            SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. 
  
     With respect to such certificates containing the
  foregoing legend, until the Distribution Date, the Rights
  associated with the Common Shares represented by such
  certificates shall be evidenced by such certificates alone,
  and the surrender for transfer of any such certificate shall
  also constitute the transfer of the Rights associated with the
  Common Shares represented thereby. In the event that the
  Company purchases or acquires any Common Shares after the
  Record Date but prior to the Distribution Date, any Rights
  associated with such Common Shares shall be deemed cancelled
  and retired so that the Company shall not be entitled to
  exercise any Rights associated with the Common Shares which
  are no longer outstanding.

       Section 4.   Form of Right Certificates.  The Right Certificates 
  (and the forms of election to purchase Preferred Shares and of 
  assignment to be printed on the reverse thereof) shall be substantially 
  the same as Exhibit B hereto and may have such marks of identification or
  designation and such legends, summaries or endorsements
  printed thereon as the Company may deem appropriate and as are
  not inconsistent with the provisions of this Rights Agreement,
  or as may be required to comply with any applicable law or
  with any rule or regulation made pursuant thereto or with any
  rule or regulation of any stock exchange or automated
  quotation system on which the Rights may from time to time be
  listed, or to conform to usage. Subject to the provisions of
  Sections 11 and 22 hereof, the Right Certificates shall
  entitle the holders thereof to purchase such number of one
  one-thousandths of a Preferred Share as shall be set forth
  therein at the price per one one-thousandth of a Preferred
  Share set forth therein, but the number of one one-thousandths
  of a Preferred Share and the Purchase Price shall be subject
  to adjustment as provided herein.

       Section 5.   Countersignature and Registration. (a)  The 
  Right Certificates shall be executed on behalf of
  the Company by its Chairman of the Board, its Chief Executive
  Officer, its President, any of its Vice Presidents, or its
  Treasurer, either manually or by facsimile signature, shall
  have affixed thereto the Company's seal or a facsimile
  thereof, and shall be attested by the Secretary or an
  Assistant Secretary of the Company, either manually or by
  
                               6

<PAGE>

  facsimile signature. The Right Certificates shall be
  countersigned by the Rights Agent, either manually or by
  facsimile signature, and shall not be valid for any purpose
  unless so countersigned. In case any officer of the Company
  who shall have signed any of the Right Certificates shall
  cease to be such officer of the Company before
  countersignature by the Rights Agent and issuance and delivery
  by the Company, such Right Certificates, nevertheless, may be
  countersigned by the Rights Agent and issued and delivered by
  the Company with the same force and effect as though the
  Person who signed such Right Certificates had not ceased to be
  such officer of the Company; and any Right Certificate may be
  signed on behalf of the Company by any Person who, at the
  actual date of the execution of such Right Certificate, shall
  be a proper officer of the Company to sign such Right
  Certificate although at the date of the execution of this
  Rights Agreement any such Person was not such an officer.

            (b)        Following the Distribution Date, the
  Rights Agent will keep or cause to be kept, at its principal
  office, books for registration and transfer of the Right
  Certificates issued hereunder. Such books shall show the names
  and addresses of the respective holders of the Right
  Certificates, the number of Rights evidenced on its face by
  each of the Right Certificates and the date of each of the
  Right Certificates.

       Section 6.   Transfer, Split Up, Combination and
  Exchange of Right Certificates; Mutilated, Destroyed, Lost or
  Stolen Right Certificates. 

            (a)     Subject to the provisions of Section 14 hereof,
  at any time after the Close of Business on the Distribution
  Date, and at or prior to the Close of Business on the earlier
  of the Redemption Date or the Expiration Date, any Right
  Certificate or Right Certificates (other than Right
  Certificates representing Rights that have become void
  pursuant to Section 11(a)(ii) hereof or that have been
  exchanged pursuant to Section 24 hereof) may be transferred,
  split up, combined or exchanged for another Right Certificate
  or Right Certificates entitling the registered holder to
  purchase a like number of one one-thousandths of a Preferred
  Share as the Right Certificate or Right Certificates
  surrendered then entitled such holder to purchase. Any
  registered holder desiring to transfer, split up, combine or
  exchange any Right Certificate or Right Certificates shall
  make such request in writing delivered to the Rights Agent,
  and shall surrender the Right Certificate or Right
  Certificates to be transferred, split up, combined or
  exchanged at the principal office of the Rights Agent.
  Thereupon the Rights Agent shall countersign and deliver to
  the Person entitled thereto a Right Certificate or Right
  Certificates, as the case may be, as so requested. The Company
  may require payment of a sum sufficient to cover any tax or
  governmental charge that may be imposed in connection with any
  transfer, split up, combination or exchange of Right
  Certificates. 

            (b)     Upon receipt by the Company and the Rights
  Agent of evidence reasonably satisfactory to them of the loss,
  theft, destruction or mutilation of a Right Certificate, and,
  in case of loss, theft or destruction, of indemnity or
  security reasonably satisfactory to them, and, at the
  Company's request, reimbursement to the Company and the Rights
  Agent of all reasonable expenses incidental thereto, and upon


                                 7
<PAGE>

  surrender to the Rights Agent and cancellation of the Right
  Certificate if mutilated, the Company will make and deliver a
  new Right Certificate of like tenor to the Rights Agent for
  delivery to the registered holder in lieu of the Right
  Certificate so lost, stolen, destroyed or mutilated.

       Section 7.   Exercise of Rights; Purchase Price;
  Expiration Date of Rights. 

            (a)     The registered holder of any Right Certificate
  may exercise the Rights evidenced thereby (except as otherwise
  provided herein), in whole or in part, at any time after the
  Distribution Date, upon surrender of the Right Certificate,
  with the form of election to purchase on the reverse side
  thereof duly executed, to the Rights Agent at the principal
  office of the Rights Agent, together with payment of the
  Purchase Price for each one one-thousandth of a Preferred
  Share as to which the Rights are exercised, at or prior to the
  earliest of (i) the Expiration Date, (ii) the Redemption Date
  or (iii) the time at which such Rights are exchanged as
  provided in Section 24 hereof.

            (b)     The Purchase Price shall be payable in lawful
  money of the United States of America in accordance with
  paragraph (c) below. 

            (c)     Upon receipt of a Right Certificate
  representing exercisable Rights, with the form of election to
  purchase duly executed, accompanied by payment of the Purchase
  Price for the shares to be purchased and an amount equal to
  any applicable transfer tax required to be paid by the holder
  of such Right Certificate in accordance with Section 9 hereof
  by certified check, cashier's check or money order payable to
  the order of the Company, the Rights Agent shall thereupon
  promptly (i) (A) requisition from any transfer agent of the
  Preferred Shares certificates for the number of Preferred
  Shares to be purchased and the Company hereby irrevocably
  authorizes any such transfer agent to comply with all such
  requests, or (B) requisition from the depositary agent
  depositary receipts representing such number of one one-thousandths 
  of a Preferred Share as are to be purchased (in
  which case certificates for the Preferred Shares represented
  by such receipts shall be deposited by the transfer agent of
  the Preferred Shares with such depositary agent) and the
  Company hereby directs such depositary agent to comply with
  such request; (ii) when appropriate, requisition from the
  Company the amount of cash to be paid in lieu of issuance of
  fractional shares in accordance with Section 14 hereof; (iii)
  promptly after receipt of such certificates or depositary
  receipts, cause the same to be delivered to or upon the order
  of the registered holder of such Right Certificate, registered
  in such name or names as may be designated by such holder; and
  (iv) when appropriate, after receipt, promptly deliver such
  cash to or upon the order of the registered holder of such
  Right Certificate.

            (d)     In case the registered holder of any Right
  Certificate shall exercise less than all the Rights evidenced
  thereby, a new Right Certificate evidencing Rights equivalent
  to the Rights remaining unexercised shall be issued by the
  Rights Agent to the registered holder of such Right
  Certificate or to his duly authorized assigns, subject to the
  provisions of Section 14 hereof. 


                                   8
<PAGE>

       Section 8.   Cancellation and Destruction of Right
  Certificates.  All Right Certificates surrendered for the purpose of
  exercise, transfer, split up, combination or exchange shall,
  if surrendered to the Company or to any of its agents, be
  delivered to the Rights Agent for cancellation or in cancelled
  form, or, if surrendered to the Rights Agent, shall be
  cancelled by it, and no Right Certificates shall be issued in
  lieu thereof except as expressly permitted by any of the
  provisions of this Rights Agreement. The Company shall deliver
  to the Rights Agent for cancellation and retirement, and the
  Rights Agent shall so cancel and retire, any other Right
  Certificate purchased or acquired by the Company otherwise
  than upon the exercise thereof. The Rights Agent shall deliver
  all cancelled Right Certificates to the Company, or shall, at
  the written request of the Company, destroy such cancelled
  Right Certificates, and, in such case, shall deliver a
  certificate of destruction thereof to the Company. 

       Section 9.   Availability of Preferred Shares.

            (a)       The Company covenants and agrees that it will
  cause to be reserved and kept available out of its authorized
  and unissued Preferred Shares or any Preferred Shares held in
  its treasury, the number of Preferred Shares that will be
  sufficient to permit the exercise in full of all outstanding
  Rights in accordance with Section 7. The Company covenants and
  agrees that it will take all such action as may be necessary
  to ensure that all securities delivered upon exercise of
  Rights shall, at the time of delivery of the certificates for
  such securities (subject to payment of the Purchase Price), be
  duly and validly authorized and issued and fully paid and
  nonassessable.

            (b)          The Company further covenants and agrees
  that it will pay when due and payable any and all federal and
  state transfer taxes and charges which may be payable in
  respect of the issuance or delivery of the Right Certificates
  or of any Preferred Shares upon the exercise of Rights. The
  Company shall not, however, be required to pay any transfer
  tax which may be payable in respect of any transfer or
  delivery of Right Certificates to a Person other than, or the
  issuance or delivery of certificates or depositary receipts
  for the Preferred Shares in a name other than that of, the
  registered holder of the Right Certificate evidencing Rights
  surrendered for exercise or to issue or to deliver any
  certificates or depositary receipts for Preferred Shares upon
  the exercise of any Rights until any such tax shall have been
  paid (any such tax being payable by the holder of such Right
  Certificate at the time of surrender) or until it has been
  established to the Company's reasonable satisfaction that no
  such tax is due.

            (c)     The Company will use its best efforts to ensure
  that any securities issued pursuant hereto are issued in
  compliance with all applicable laws.

       Section 10.   Preferred Shares Record Date.   Each Person 
  in whose name any certificate for Preferred
  Shares is issued upon the exercise of Rights shall for all
  purposes be deemed to have become the holder of record of the
  Preferred Shares represented thereby on, and such certificate
  shall be dated, the date upon which the Right Certificate
  evidencing such Rights was duly surrendered and payment of the
  

                                 9
<PAGE>

  Purchase Price (and any applicable transfer taxes) was made;
  provided, however, that if the date of such surrender and
  payment is a date upon which the Preferred Shares transfer
  books of the Company are closed, such Person shall be deemed
  to have become the record holder of such shares on, and such
  certificate shall be dated, the next succeeding Business Day
  on which the Preferred Shares transfer books of the Company
  are open. Prior to the exercise of the Rights evidenced
  thereby, the holder of a Right Certificate shall not be
  entitled to any rights of a holder of Preferred Shares for
  which the Rights shall be exercisable, including, without
  limitation, the right to vote, to receive dividends or other
  distributions or to exercise any preemptive rights, and shall
  not be entitled to receive any notice of any proceedings of
  the Company, except as provided herein.

       Section 11.   Adjustment of Purchase Price, Number of
  Shares or Number of Rights.   The Purchase Price, the 
  number of Preferred Shares covered by each Right and the 
  number of Rights outstanding are subject to adjustment 
  from time to time as provided in this Section 11.

            (a)     (i)  In the event the Company shall at any time
  after the date of this Rights Agreement (A) declare a dividend
  on the Preferred Shares payable in Preferred Shares, (B)
  subdivide the outstanding Preferred Shares, (C) combine the
  outstanding Preferred Shares into a smaller number of
  Preferred Shares or (D) issue any shares of its capital stock
  in a reclassification of the Preferred Shares (including any
  such reclassification in connection with a consolidation or
  merger in which the Company is the continuing or surviving
  corporation), except as otherwise provided in this Section
  11(a), the Purchase Price in effect at the time of the record
  date for such dividend or of the effective date of such
  subdivision, combination or reclassification, and the number
  and kind of shares of capital stock issuable on such date,
  shall be proportionately adjusted so that the holder of any
  Right exercised after such time shall be entitled to receive
  the aggregate number and kind of shares of capital stock
  which, if such Right had been exercised immediately prior to
  such date and at a time when the Preferred Shares transfer
  books of the Company were open, he would have owned upon such
  exercise and been entitled to receive by virtue of such
  dividend, subdivision, combination or reclassification;
  provided, however, that in no event shall the consideration to
  be paid upon the exercise of one Right be less than the
  aggregate par value of the shares of capital stock of the
  Company issuable upon exercise of one Right.

                 (ii)    Subject to Section 24 of this Rights
  Agreement, in the event any Person becomes an Acquiring
  Person, each holder of a Right shall thereafter have a right
  to receive, upon exercise thereof at a price equal to the then
  current Purchase Price multiplied by the number of one one-thousandths 
  of a Preferred Share for which a Right is then
  exercisable, in accordance with the terms of this Rights
  Agreement and in lieu of Preferred Shares, such number of
  Common Shares as shall equal the result obtained by (A)
  multiplying the then current Purchase Price by the number of
  one one-thousandths of a Preferred Share for which a Right is
  then exercisable and dividing that product by (B) 50% of the
  then current per share market price of the Company's Common
  Shares (determined pursuant to Section 11(d) hereof) on the
  

                                  10
<PAGE>

  date of the occurrence of such event. In the event that any
  Person shall become an Acquiring Person and the Rights shall
  then be outstanding, the Company shall not take any action
  which would eliminate or diminish the benefits intended to be
  afforded by the Rights.
  
          Notwithstanding anything in this Agreement to the
  contrary, from and after the occurrence of such event, any
  Rights that are or were acquired or Beneficially Owned by any
  Acquiring Person (or any Associate or Affiliate of such
  Acquiring Person) shall be void and any holder of such Rights
  shall thereafter have no right to exercise such Rights under
  any provision of this Rights Agreement. No Right Certificate
  shall be issued pursuant to Section 3 that represents Rights
  Beneficially Owned by an Acquiring Person whose Rights would
  be void pursuant to the preceding sentence or any Associate or
  Affiliate thereof; no Right Certificate shall be issued at any
  time upon the transfer of any Rights to an Acquiring Person
  whose Rights would be void pursuant to the preceding sentence
  or any Associate or Affiliate thereof or to any nominee of
  such Acquiring Person, Associate or Affiliate; and any Right
  Certificate delivered to the Rights Agent for transfer to an
  Acquiring Person whose Rights would be void pursuant to the
  preceding sentence shall be cancelled. 

                 (iii)   If there shall not be sufficient
  Common Shares issued but not outstanding or authorized but
  unissued to permit the exercise in full of the Rights in
  accordance with the foregoing subparagraph (ii), the Company
  shall take all such action as may be necessary to authorize
  additional Common Shares for issuance upon exercise of the
  Rights. If the Company shall, after good faith effort, be
  unable to take all such action as may be necessary to
  authorize such additional Common Shares, the Company shall
  substitute, for each Common Share that would otherwise be
  issuable upon exercise of a Right, a number of Preferred
  Shares or fraction thereof (or a security with substantially
  similar rights, privileges, preferences, voting power and
  economic rights) such that the current per share market price
  of one Preferred Share (or such other security) multiplied by
  such number or fraction is equal to the current per share
  market price of one Common Share as of the date of issuance of
  such Preferred Shares or fraction thereof (or other security).

            (b)     In case the Company shall fix a record date for
  the issuance of rights, options or warrants to all holders of
  Preferred Shares entitling them (for a period expiring within
  45 calendar days after such record date) to subscribe for or
  purchase Preferred Shares (or shares having the same rights,
  privileges and preferences as the Preferred Shares
  ("equivalent preferred shares")) or securities convertible
  into Preferred Shares or equivalent preferred shares at a
  price per Preferred Share or equivalent preferred share (or
  having a conversion price per share, if a security convertible
  into Preferred Shares or equivalent preferred shares) less
  than the then current per share market price of the Preferred
  Shares on such record date, the Purchase Price to be in effect
  after such record date shall be determined by multiplying the
  Purchase Price in effect immediately prior to such record date
  by a fraction, the numerator of which shall be the number of
  Preferred Shares outstanding on such record date plus the
  number of Preferred Shares which the aggregate offering price
  of the total number of Preferred Shares and/or equivalent

                                 11
<PAGE>

  preferred shares so to be offered (and/or the aggregate
  initial conversion price of the convertible securities so to
  be offered) would purchase at such current market price and
  the denominator of which shall be the number of Preferred
  Shares outstanding on such record date plus the number of
  additional Preferred Shares and/or equivalent preferred shares
  to be offered for subscription or purchase (or into which the
  convertible securities so to be offered are initially
  convertible); provided, however, that in no event shall the
  consideration to be paid upon the exercise of one Right be
  less than the aggregate par value of the shares of capital
  stock of the Company issuable upon exercise of one Right. In
  case such subscription price may be paid in a consideration
  part or all of which shall be in a form other than cash, the
  value of such consideration shall be as determined in good
  faith by the Board of Directors of the Company, whose
  determination shall be described in a statement filed with the
  Rights Agent and shall be binding on the Rights Agent and the
  holders of the Rights.] Preferred Shares owned by or held for
  the account of the Company shall not be deemed outstanding for
  the purpose of any such computation. Such adjustment shall be
  made successively whenever such arecord date is fixed; and in
  the event that such rights, options or warrants are not so
  issued, the Purchase Price shall be adjusted to be the
  Purchase Price which would then be in effect if such record
  date had not been fixed.

            (c)     In case the Company shall fix a record date for
  the making of a distribution to all holders of the Preferred
  Shares (including any such distribution made in connection
  with a consolidation or merger in which the Company is the
  continuing or surviving corporation) of evidences of
  indebtedness or assets (other than a regular quarterly cash
  dividend or a dividend payable in Preferred Shares) or
  subscription rights or warrants (excluding those referred to
  in Section 11(b) hereof), the Purchase Price to be in effect
  after such record date shall be determined by multiplying the
  Purchase Price in effect immediately prior to such record date
  by a fraction, the numerator of which shall be the then
  current per share market price of the Preferred Shares on such
  record date, less the fair market value (as determined in good
  faith by the Board of Directors of the Company, whose
  determination shall be described in a statement filed with the
  Rights Agent and shall be binding on the Rights Agent and
  holders of the Rights) of the portion of the assets or
  evidences of indebtedness so to be distributed or of such
  subscription rights or warrants applicable to one Preferred
  Share and the denominator of which shall be such current per
  share market price of the Preferred Shares; provided, however,
  that in no event shall the consideration to be paid upon the
  exercise of one Right be less than the aggregate par value of
  the shares of capital stock of the Company to be issued upon
  exercise of one Right. Such adjustments shall be made
  successively whenever such a record date is fixed; and in the
  event that such distribution is not so made, the Purchase
  Price shall again be adjusted to be the Purchase Price which
  would then be in effect if such record date had not been
  fixed.

            (d)     (i) For the purpose of any computation
  hereunder, the "current per share market price" of any
  security (a "Security" for the purpose of this Section
  11(d)(i)) on any date shall be deemed to be the average of the
  daily closing prices per share of such Security for the 30
  consecutive Trading Days immediately prior to such date;
  provided, however, that in the event that the current per
  share market price of the Security is determined during a

                               12
<PAGE>

  period following the announcement by the issuer of such
  Security of (A) a dividend or distribution on such Security
  payable in shares of such Security or securities convertible
  into such shares, or (B) any subdivision, combination or
  reclassification of such Security and prior to the expiration
  of 30 Trading Days after the ex-dividend date for such
  dividend or distribution, or the record date for such
  subdivision, combination or reclassification, then, and in
  each such case, the current per share market price shall be
  appropriately adjusted to reflect the current market price per
  share equivalent of such Security. The closing price for each
  day shall be the last sale price, regular way, or, in case no
  such sale takes place on such day, the average of the closing
  bid and asked prices, regular way, in either case, as reported
  in the principal consolidated transaction reporting system
  with respect to securities listed or admitted to trading on
  the New York Stock Exchange or, if the Security is not listed
  or admitted to trading on the New York Stock Exchange, as
  reported in the principal consolidated transaction reporting
  system with respect to securities listed on the principal
  national securities exchange on which the Security is listed
  or admitted to trading or, if the Security is not listed or
  admitted to trading on any national securities exchange, the
  last quoted price or, if not so quoted, the average of the
  high bid and low asked prices in the over-the-counter market,
  as reported by the NASDAQ or such other system then in use,
  or, if on any such date the Security is not quoted by any such
  organization, the average of the closing bid and asked prices
  as furnished by a professional market maker making a market in
  the Security selected by the Board of Directors of the
  Company. The term "Trading Day" shall mean a day on which the
  principal national securities exchange on which the Security
  is listed or admitted to trading is open for the transaction
  of business or, if the Security is not listed or admitted to
  trading on any national securities exchange, a Business Day. 

                 (ii)    For the purpose of any computation
  hereunder, the "current per share market price" of the
  Preferred Shares shall be determined in accordance with the
  method set forth in Section 11(d)(i). If the Preferred Shares
  are not publicly traded, the "current per share market price"
  of the Preferred Shares shall be conclusively deemed to be the
  current per share market price of the Common Shares as
  determined pursuant to Section 11(d)(i) (appropriately
  adjusted to reflect any stock split, stock dividend or similar
  transaction occurring after the date hereof), multiplied by
  one thousand. If neither the Common Shares nor the Preferred
  Shares are publicly held or so listed or traded, "current per
  share market price" shall mean the fair value per share as
  determined in good faith by the Board of Directors of the
  Company, whose determination shall be described in a statement
  filed with the Rights Agent.

            (e)     No adjustment in the Purchase Price shall be
  required unless such adjustment would require an increase or
  decrease of at least 1% in the Purchase Price; provided,
  however, that any adjustments which by reason of this Section
  11(e) are not required to be made shall be carried forward and
  taken into account in any subsequent adjustment. All
  calculations under this Section 11 shall be made to the
  nearest cent or to the nearest one-millionth of a Preferred
  Share or one ten-thousandth of any other share or security as
  the case may be. Notwithstanding the first sentence of this
  Section 11(e), any adjustment required by this Section 11
  shall be made no later than the earlier of (i) three years


                                13
<PAGE>

  from the date of the transaction which requires such
  adjustment or (ii) the date of the expiration of the right to
  exercise any Rights. 

            (f)     If, as a result of an adjustment made pursuant
  to Section 11(a) hereof, the holder of any Right thereafter
  exercised shall become entitled to receive any shares of
  capital stock of the Company other than Preferred Shares,
  thereafter the number of such other shares so receivable upon
  exercise of any Right shall be subject to adjustment from time
  to time in a manner and on terms as nearly equivalent as
  practicable to the provisions with respect to the Preferred
  Shares contained in Section 11(a) through (c), inclusive, and
  the provisions of Sections 7, 9, 10 and 13 with respect to the
  Preferred Shares shall apply on like terms to any such other
  shares.

            (g)     All Rights originally issued by the Company
  subsequent to any adjustment made to the Purchase Price
  hereunder shall evidence the right to purchase, at the
  adjusted Purchase Price, the number of one one-thousandths of
  a Preferred Share purchasable from time to time hereunder upon
  exercise of the Rights, all subject to further adjustment as
  provided herein. 

            (h)     Unless the Company shall have exercised its
  election as provided in Section 11(i), upon each adjustment of
  the Purchase Price as a result of the calculations made in
  Sections 11(b) and (c), each Right outstanding immediately
  prior to the making of such adjustment shall thereafter
  evidence the right to purchase, at the adjusted Purchase
  Price, that number of one one-thousandths of a Preferred Share
  (calculated to the nearest one millionth of a Preferred Share)
  obtained by (A) multiplying (x) the number of one one-thousandths 
  of a share covered by a Right immediately prior to
  this adjustment by (y) the Purchase Price in effect
  immediately prior to such adjustment of the Purchase Price and
  (B) dividing the product so obtained by the Purchase Price in
  effect immediately after such adjustment of the Purchase
  Price.
            (i)     The Company may elect on or after the date of
  any adjustment of the Purchase Price to adjust the number of
  Rights in substitution for any adjustment in the number of one
  one-thousandths of a Preferred Share purchasable upon the
  exercise of a Right. Each of the Rights outstanding after such
  adjustment of the number of Rights shall be exercisable for
  the number of one one-thousandths of a Preferred Share for
  which a Right was exercisable immediately prior to such
  adjustment. Each Right held of record prior to such adjustment
  of the number of Rights shall become that number of Rights
  (calculated to the nearest one millionth) obtained by dividing
  the Purchase Price in effect immediately prior to adjustment
  of the Purchase Price by the Purchase Price in effect
  immediately after adjustment of the Purchase Price. The
  Company shall make a public announcement of its election to
  adjust the number of Rights, indicating the record date for
  the adjustment, and, if known at the time, the amount of the
  adjustment to be made. This record date may be the date on
  which the Purchase Price is adjusted or any day thereafter,
  but, if the Right Certificates have been issued, shall be at
  least 10 days later than the date of the public announcement.
  If Right Certificates have been issued, upon each adjustment
  of the number of Rights pursuant to this Section 11(i), the
  Company shall, as promptly as practicable, cause to be
  distributed to holders of record of Right Certificates on such
  
                                14
<PAGE>

  record date Right Certificates evidencing, subject to Section
  14 hereof, the additional Rights to which such holders shall
  be entitled as a result of such adjustment, or, at the option
  of the Company, shall cause to be distributed to such holders
  of record in substitution and replacement for the Right
  Certificates held by such holders prior to the date of
  adjustment, and upon surrender thereof, if required by the
  Company, new Right Certificates evidencing all the Rights to
  which such holders shall be entitled after such adjustment.
  Right Certificates so to be distributed shall be issued,
  executed and countersigned in the manner provided for herein
  and shall be registered in the names of the holders of record
  of Right Certificates on the record date specified in the
  public announcement.

            (j)     Irrespective of any adjustment or change in the
  Purchase Price or the number of one one-thousandths of a
  Preferred Share issuable upon the exercise of the Rights, the
  Right Certificates theretofore and thereafter issued may
  continue to express the Purchase Price and the number of one
  one-thousandths of a Preferred Share which were expressed in
  the initial Right Certificates issued hereunder.

            (k)     Before taking any action that would cause an
  adjustment reducing the Purchase Price below one one-thousandth 
  of the then par value, if any, of the Preferred
  Shares issuable upon exercise of the Rights, the Company shall
  take any corporate action which may, in the opinion of its
  counsel, be necessary in order that the Company may validly
  and legally issue fully paid and nonassessable Preferred
  Shares at such adjusted Purchase Price. 

            (l)     In any case in which this Section 11 shall
  require that an adjustment in the Purchase Price be made
  effective as of a record date for a specified event, the
  Company may elect to defer until the occurrence of such event
  the issuing to the holder of any Right exercised after such
  record date of the Preferred Shares and other capital stock or
  securities of the Company, if any, issuable upon such exercise
  over and above the Preferred Shares and other capital stock or
  securities of the Company, if any, issuable upon such exercise
  on the basis of the Purchase Price in effect prior to such
  adjustment; provided, however, that the Company shall deliver
  to such holder a due bill or other appropriate instrument
  evidencing such holder's right to receive such additional
  shares upon the occurrence of the event requiring such
  adjustment. 

            (m)     Anything in this Section 11 to the contrary
  notwithstanding, the Company shall be entitled to make such
  reductions in the Purchase Price, in addition to those
  adjustments expressly required by this Section 11, as and to
  the extent that, it, in its sole discretion, shall determine
  to be advisable in order that any consolidation or subdivision
  of the Preferred Shares, issuance wholly for cash of any
  Preferred Shares at less than the current market price,
  issuance wholly for cash of Preferred Shares or securities
  which by their terms are convertible into or exchangeable for
  Preferred Shares, dividends on Preferred Shares payable in
  Preferred Shares or issuance of rights, options or warrants
  referred to hereinabove in Section 11(b), hereafter made by
  the Company to holders of its Preferred Shares shall not be
  taxable to such stockholders. 

                                 15
<PAGE>

            (n)     In the event that at any time after the date of
  this Rights Agreement and prior to the Distribution Date, the
  Company shall (i) declare or pay any dividend on the Common
  Shares payable in Common Shares or (ii) effect a subdivision,
  combination or consolidation of the Common Shares (by
  reclassification or otherwise than by payment of dividends in
  Common Shares) into a greater or lesser number of Common
  Shares, then in any such case (A) the number of one one-thousandths 
  of a Preferred Share purchasable after such event
  upon proper exercise of each Right shall be determined by
  multiplying the number of one one-thousandths of a Preferred
  Share so purchasable immediately prior to such event by a
  fraction, the numerator of which is the number of Common
  Shares outstanding immediately before such event and the
  denominator of which is the number of Common Shares
  outstanding immediately after such event, and (B) each Common
  Share outstanding immediately after such event shall have
  issued with respect to it that number of Rights which each
  Common Share outstanding immediately prior to such event had
  issued with respect to it. The adjustments provided for in
  this Section 11(n) shall be made successively whenever such a
  dividend is declared or paid or such a subdivision,
  combination or consolidation is effected.

       Section 12.   Certificate of Adjusted Purchase Price or
  Number of Shares.  Whenever an adjustment is made as provided 
  in Sections 11 or 13 hereof, the Company shall promptly (a) prepare a
  certificate setting forth such adjustment, and a brief
  statement of the facts accounting for such adjustment, (b)
  file with the Rights Agent and with each transfer agent for
  the Common Shares or the Preferred Shares a copy of such
  certificate and (c) if a Distribution Date has occurred, mail
  a brief summary thereof to each holder of a Right Certificate
  in accordance with Section 25 hereof.

       Section 13.   Consolidation, Merger or Sale or Transfer
  of Assets or Earning Power.  In the event, directly or 
  indirectly, at any time after a Person has become an Acquiring 
  Person, (a) the Company shall consolidate with, or merge 
  with and into, any other Person,
  (b) any Person shall consolidate with the Company, or merge
  with and into the Company and the Company shall be the
  continuing or surviving corporation of such merger and, in
  connection with such merger, all or part of the Common Shares
  shall be changed into or exchanged for stock or other
  securities of any other Person (or the Company) or cash or any
  other property or (c) the Company shall sell or otherwise
  transfer (or one or more of its Subsidiaries shall sell or
  otherwise transfer), in one or more transactions, assets or
  earning power aggregating 50% or more of the assets or earning
  power of the Company and its Subsidiaries (taken as a whole)
  to any other Person other than the Company or one or more of
  its wholly-owned Subsidiaries, then, and in each such case,
  proper provision shall be made so that 

                 (i)     each holder of a Right (except as
  otherwise provided herein) shall thereafter have the right to
  receive, upon the exercise thereof at a price equal to the
  then current Purchase Price multiplied by the number of one
  one-thousandths of a Preferred Share for which a Right is then
  exercisable, in accordance with the terms of this Rights
  Agreement and in lieu of Preferred Shares, such number of
  Common Shares of such other Person (including the Company as
  successor thereto or as the surviving corporation) as shall

                              16
<PAGE>

  equal the result obtained by (A) multiplying the then current
  Purchase Price by the number of one one-thousandths of a
  Preferred Share for which a Right is then exercisable and
  dividing that product by (B) 50% of the then current per share
  market price of the Common Shares of such other Person
  (determined pursuant to Section 11(d) hereof) on the date of
  consummation of such consolidation, merger, sale or transfer; 

                 (ii)    the issuer of such Common Shares shall
  thereafter be liable for, and shall assume, by virtue of such
  consolidation, merger, sale or transfer, all the obligations
  and duties of the Company pursuant to this Rights Agreement; 

                 (iii)   the term "Company" shall thereafter
  be deemed to refer to such issuer; and 

                 (iv)    such issuer shall take such steps
  (including, but not limited to, the reservation of a
  sufficient number of its Common Shares in accordance with
  Section 9 hereof) in connection with such consummation as may
  be necessary to assure that the provisions hereof shall
  thereafter be applicable, as nearly as reasonably may be, in
  relation to the Common Shares thereafter deliverable upon the
  exercise of the Rights. 

     The Company shall not consummate any such consolidation,
  merger, sale or transfer unless prior thereto the Company and
  such issuer shall have executed and delivered to the Rights
  Agent a supplemental agreement so providing. The Company shall
  not enter into any transaction of the kind referred to in this
  Section 13 if at the time of such transaction there are any
  rights, warrants, instruments or securities outstanding or any
  agreements or arrangements which, as a result of the
  consummation of such transaction, would eliminate or
  substantially diminish the benefits intended to be afforded by
  the Rights. The provisions of this Section 13 shall similarly
  apply to successive mergers or consolidations or sales or
  other transfers.

       Section 14.   Fractional Rights and Fractional Shares. 
  
            (a)     The Company shall not be required to issue
  fractions of Rights or to distribute Right Certificates which
  evidence fractional Rights. In lieu of such fractional Rights,
  there shall be paid to the registered holders of the Right
  Certificates with regard to which such fractional Rights would
  otherwise be issuable, an amount in cash equal to the same
  fraction of the current market value of a whole Right. For the
  purposes of this Section 14(a), the current market value of a
  whole Right shall be the closing price of the Rights for the
  Trading Day immediately prior to the date on which such
  fractional Rights would have been otherwise issuable. The
  closing price for any day shall be the last sale price,
  regular way, or, in case no such sale takes place on such day,
  the average of the closing bid and asked prices, regular way,
  in either case, as reported in the principal consolidated
  transaction reporting system with respect to securities listed
  or admitted to trading on the New York Stock Exchange or, if
  the Rights are not listed or admitted to trading on the New
  York Stock Exchange, as reported in the principal consolidated
  transaction reporting system with respect to securities listed

                                17
<PAGE>

  on the principal national securities exchange on which the
  Rights are listed or admitted to trading or, if the Rights are
  not listed or admitted to trading on any national securities
  exchange, the last quoted price or, if not so quoted, the
  average of the high bid and low asked prices in the 
  over-the-counter market, as reported by NASDAQ or such other system
  then in use or, if on any such date the Rights are not quoted
  by any such organization, the average of the closing bid and
  asked prices as furnished by a professional market maker
  making a market in the Rights selected by the Board of
  Directors of the Company. If on any such date no such market
  maker is making a market in the Rights, the fair value of the
  Rights on such date as determined in good faith by the Board
  of Directors of the Company shall be used. 
  
          (b)     The Company shall not be required to issue
  fractions of Preferred Shares (other than fractions which are
  integral multiples of one one-thousandth of a Preferred Share)
  upon exercise of the Rights or to distribute certificates
  which evidence fractional Preferred Shares (other than
  fractions which are integral multiples of one one-thousandth
  of a Preferred Share). Fractions of Preferred Shares in
  integral multiples of one one-thousandth of a Preferred Share
  may, at the election of the Company, be evidenced by
  depositary receipts, pursuant to an appropriate agreement
  between the Company and a depositary selected by it; provided
  that such agreement shall provide that the holders of such
  depositary receipts shall have all the rights, privileges and
  preferences to which they are entitled as Beneficial Owners of
  the Preferred Shares represented by such depositary receipts.
  In lieu of fractional Preferred Shares that are not integral
  multiples of one one-thousandth of a Preferred Share, the
  Company shall pay to the registered holders of Right
  Certificates at the time such Rights are exercised as herein
  provided an amount in cash equal to the same fraction of the
  current market value of one Preferred Share. For the purposes
  of this Section 14(b), the current market value of a Preferred
  Share shall be the closing price of a Preferred Share (as
  determined pursuant to the second sentence of Section 11(d)(i)
  hereof) for the Trading Day immediately prior to the date of
  such exercise.

            (c)     The holder of a Right by the acceptance of the
  Right expressly waives his right to receive any fractional
  Rights or any fractional shares upon exercise of a Right
  (except as expressly provided above).

       Section 15.   Rights of Action.  All rights of action in 
  respect of this Rights Agreement,
  except the rights of action given to the Rights Agent under
  Section 18 hereof, are vested in the respective registered
  holders of the Right Certificates (and, prior to the
  Distribution Date, the registered holders of the Common
  Shares); and any registered holder of any Right Certificate
  (or, prior to the Distribution Date, of the Common Shares),
  without the consent of the Rights Agent or of the holder of
  any other Right Certificate (or, prior to the Distribution
  Date, of the Common Shares), may, in his own behalf and for
  his own benefit, enforce, and may institute and maintain any
  suit, action or proceeding against the Company to enforce, or
  otherwise act in respect of, his right to exercise the Rights
  evidenced by such Right Certificate in the manner provided in
  such Right Certificate and in this Rights Agreement. Without
  limiting the foregoing or any remedies available to the

                               18
<PAGE>

  holders of Rights, it is specifically acknowledged that the
  holders of Rights would not have an adequate remedy at law for
  any breach of this Rights Agreement and will be entitled to
  specific performance of the obligations under, and injunctive
  relief against actual or threatened violations of the
  obligations of any Person subject to, this Rights Agreement.
  
     Section 16.   Agreement of Right Holders.   Every holder 
  of a Right, by accepting the same, consents and
  agrees with the Company and the Rights Agent and with every
  other holder of a Right that:

            (a)     prior to the Distribution Date, the Rights will
  be transferable only in connection with the transfer of the
  Common Shares; 

            (b)     after the Distribution Date, the Right
  Certificates are transferable only on the registry books of
  the Rights Agent if surrendered at the principal office of the
  Rights Agent, duly endorsed or accompanied by a proper
  instrument of transfer; and

            (c)     the Company and the Rights Agent may deem and
  treat the Person in whose name the Right Certificate (or,
  prior to the Distribution Date, the associated Common Shares
  certificate) is registered as the absolute owner thereof and
  of the Rights evidenced thereby (notwithstanding any notations
  of ownership or writing on the Right Certificate or the
  associated Common Shares certificate made by anyone other than
  the Company or the Rights Agent) for all purposes whatsoever,
  and neither the Company nor the Rights Agent shall be affected
  by any notice to the contrary.

       Section 17.   Right Certificate Holder Not Deemed a
  Stockholder.   No holder, as such, of any Right Certificate shall be
  entitled to vote, receive dividends or be deemed for any
  purpose the holder of the Preferred Shares or any other
  securities of the Company which may at any time be issuable on
  the exercise of the Rights represented thereby, nor shall
  anything contained herein or in any Right Certificate be
  construed to confer upon the holder of any Right Certificate,
  as such, any of the rights of a stockholder of the Company or
  any right to vote for the election of directors or upon any
  matter submitted to stockholders at any meeting thereof, or to
  give or withhold consent to any corporate action, or to
  receive notice of meetings or other actions affecting
  stockholders (except as provided in Section 25 hereof), or to
  receive dividends or subscription rights, or otherwise, until
  the Right or Rights evidenced by such Right Certificate shall
  have been exercised in accordance with the provisions hereof.

       Section 18.   Concerning the Rights Agent.

            (a)     The Company agrees to pay to the Rights Agent
  reasonable compensation for all services rendered by it
  hereunder and, from time to time, on demand of the Rights
  Agent, its reasonable expenses and counsel fees and other
  disbursements incurred in the administration and execution of
  this Rights Agreement and the exercise and performance of its

                                  19
<PAGE>

  duties hereunder. The Company also agrees to indemnify the
  Rights Agent for, and to hold it harmless against, any loss,
  liability or expense incurred without negligence, bad faith or
  willful misconduct on the part of the Rights Agent, for
  anything done or omitted by the Rights Agent in connection
  with the acceptance and administration of this Rights
  Agreement, including the costs and expenses of defending
  against any claim of liability in the premises.

            (b)     The Rights Agent shall be protected and shall
  incur no liability for, or in respect of any action taken,
  suffered or omitted by it in connection with, its
  administration of this Rights Agreement in reliance upon any
  Right Certificate or certificate for the Preferred Shares or
  Common Shares or for other securities of the Company,
  instrument of assignment or transfer, power of attorney,
  endorsement, affidavit, letter, notice, direction, consent,
  certificate, statement, or other paper or document believed by
  it to be genuine and to be signed, executed and, where
  necessary, verified or acknowledged, by the proper Person or
  Persons, or otherwise upon the advice of counsel as set forth
  in Section 20 hereof.

       Section 19.  Merger or Consolidation or Change of Name
  of Rights Agent. 

            (a)     Any corporation into which the Rights Agent or
  any successor Rights Agent may be merged or with which it may
  be consolidated, or any corporation resulting from any merger
  or consolidation to which the Rights Agent or any successor
  Rights Agent shall be a party, or any corporation succeeding
  to the stock transfer or corporate trust powers of the Rights
  Agent or any successor Rights Agent, shall be the successor to
  the Rights Agent under this Rights Agreement without the
  execution or filing of any paper or any further act on the
  part of any of the parties hereto; provided that such
  corporation would be eligible for appointment as a successor
  Rights Agent under the provisions of Section 21 hereof. In
  case at the time such successor Rights Agent shall succeed to
  the agency created by this Rights Agreement, any of the Right
  Certificates shall have been countersigned but not delivered,
  any such successor Rights Agent may adopt the countersignature
  of the predecessor Rights Agent and deliver such Right
  Certificates so countersigned; and, in case at that time any
  of the Right Certificates shall not have been countersigned,
  any successor Rights Agent may countersign such Right
  Certificates either in the name of the predecessor Rights
  Agent or in the name of the successor Rights Agent; and in all
  such cases such Right Certificates shall have the full force
  provided in the Right Certificates and in this Rights
  Agreement.

            (b)          In case at any time the name of the Rights
  Agent shall be changed and at such time any of the Right
  Certificates shall have been countersigned but not delivered,
  the Rights Agent may adopt the countersignature under its
  prior name and deliver Right Certificates so countersigned;
  and in case at that time any of the Right Certificates shall
  not have been countersigned, the Rights Agent may countersign
  such Right Certificates either in its prior name or in its
  changed name; and in all such cases such Right Certificates
  shall have the full force provided in the Right Certificates
  and in this Rights Agreement. 


                             20
<PAGE>

       Section 20.  Duties of Rights Agent.  The Rights Agent 
  undertakes the duties and obligations
  imposed by this Rights Agreement upon the following terms and
  conditions, by all of which the Company and the holders of
  Right Certificates, by their acceptance thereof, shall be
  bound:
            (a)     The Rights Agent may consult with legal counsel
  (who may be legal counsel for the Company), and the opinion of
  such counsel shall be full and complete authorization and
  protection to the Rights Agent as to any action taken or
  omitted by it in good faith and in accordance with such
  opinion. 
  
          (b)     Whenever in the performance of its duties under
  this Rights Agreement the Rights Agent shall deem it necessary
  or desirable that any fact or matter be proved or established
  by the Company prior to taking or suffering any action
  hereunder, such fact or matter (unless other evidence in
  respect thereof be herein specifically prescribed) may be
  deemed to be conclusively proved and established by a
  certificate signed by any one of the Chairman of the Board,
  the Chief Executive Officer, the President, any Vice
  President, the Treasurer or the Secretary of the Company and
  delivered to the Rights Agent; and such certificate shall be
  full authorization to the Rights Agent for any action taken or
  suffered in good faith by it under the provisions of this
  Rights Agreement in reliance upon such certificate.

            (c)     The Rights Agent shall be liable hereunder to
  the Company and any other Person only for its own negligence,
  bad faith or willful misconduct.  Anything to the contrary
  notwithstanding, the Rights Agent shall not be liable for
  special, indirect, incidental or consequential loss or damage
  of any kind whatsoever.

            (d)     The Rights Agent shall not be liable for or by
  reason of any of the statements of fact or recitals contained
  in this Rights Agreement or in the Right Certificates (except
  its countersignature thereof) or be required to verify the
  same, but all such statements and recitals are and shall be
  deemed to have been made by the Company only.

            (e)     The Rights Agent shall not be under any
  responsibility in respect of the validity of this Rights
  Agreement or the execution and delivery hereof (except the due
  execution hereof by the Rights Agent) or in respect of the
  validity or execution of any Right Certificate (except its
  countersignature thereof); nor shall it be responsible for any
  breach by the Company of any covenant or condition contained
  in this Rights Agreement or in any Right Certificate; nor
  shall it be responsible for any change in the exercisability
  of the Rights (including the Rights becoming void pursuant to
  Section 11(a)(ii) hereof) or any adjustment in the terms of
  the Rights (including the manner, method or amount thereof)
  provided for in Section 3, 11, 13, 23 or 24, or the
  ascertaining of the existence of facts that would require any
  such change or adjustment (except with respect to the exercise
  of Rights evidenced by Right Certificates after actual notice
  that such change or adjustment is required); nor shall it by
  any act hereunder be deemed to make any representation or
  warranty as to the authorization or reservation of any


                               21
<PAGE>

  Preferred Shares to be issued pursuant to this Rights
  Agreement or any Right Certificate or as to whether any
  Preferred Shares will, when issued, be validly authorized and
  issued, fully paid and nonassessable.

            (f)     The Company agrees that it will perform,
  execute, acknowledge and deliver or cause to be performed,
  executed, acknowledged and delivered all such further and
  other acts, instruments and assurances as may reasonably be
  required by the Rights Agent for the carrying out or
  performing by the Rights Agent of the provisions of this
  Rights Agreement.

            (g)     The Rights Agent is hereby authorized and
  directed to accept instructions with respect to the
  performance of its duties hereunder from any one of the
  Chairman of the Board, the Chief Executive Officer, the
  President, any Vice President, the Secretary or the Treasurer
  of the Company, and to apply to such officers for advice or
  instructions in connection with its duties, and it shall not
  be liable for any action taken or suffered by it in good faith
  in accordance with instructions of any such officer or for any
  delay in acting while waiting for those instructions.

            (h)     The Rights Agent and any stockholder, director,
  officer or employee of the Rights Agent may buy, sell or deal
  in any of the Rights or other securities of the Company or
  become pecuniarily interested in any transaction in which the
  Company may be interested, or contract with or lend money to
  the Company or otherwise act as fully and freely as though it
  were not Rights Agent under this Rights Agreement. Nothing
  herein shall preclude the Rights Agent from acting in any
  other capacity for the Company or for any other legal entity. 

            (i)     The Rights Agent may execute and exercise any
  of the rights or powers hereby vested in it or perform any
  duty hereunder either itself or by or through its attorneys or
  agents, and the Rights Agent shall not be answerable or
  accountable for any act, default, neglect or misconduct of any
  such attorneys or agents or for any loss to the Company
  resulting from any such act, default, neglect or misconduct,
  provided reasonable care was exercised in the selection and
  continued employment thereof.

       Section 21.  Change of Rights Agent.   The Rights Agent 
  or any successor Rights Agent may resign
  and be discharged from its duties under this Rights Agreement
  upon 30-days' notice in writing mailed to the Company and to
  each transfer agent of the Common Shares or Preferred Shares
  by registered or certified mail, and to the holders of the
  Right Certificates by first-class mail. The Company may remove
  the Rights Agent or any successor Rights Agent upon 30-days'
  notice in writing, mailed to the Rights Agent or successor
  Rights Agent, as the case may be, and to each transfer agent
  of the Common Shares or Preferred Shares by registered or
  certified mail, and to the holders of the Right Certificates
  by first-class mail. If the Rights Agent shall resign or be
  removed or shall otherwise become incapable of acting, the
  Company shall appoint a successor to the Rights Agent. If the
  Company shall fail to make such appointment within a period of
  30 days after giving notice of such removal or after it has
  been notified in writing of such resignation or incapacity by
  the resigning or incapacitated Rights Agent or by the holder

                                22
<PAGE>

  of a Right Certificate (who shall, with such notice, submit
  his Right Certificate for inspection by the Company), then the
  registered holder of any Right Certificate may apply to any
  court of competent jurisdiction for the appointment of a new
  Rights Agent. Any successor Rights Agent, whether appointed by
  the Company or by such a court, shall be either (a) a
  corporation organized and doing business under the laws of the
  United States or of the State of New York (or of any other
  state of the United States so long as such corporation is
  authorized to do business as a banking institution in the
  State of New York, in good standing, having an office in the
  State of New York), which is authorized under such laws to
  exercise corporate trust or stock transfer powers and is
  subject to supervision or examination by federal or state
  authority and which has at the time of its appointment as
  Rights Agent a combined capital and surplus of at least $50
  million, or (b) an affiliate of such corporation. After
  appointment, the successor Rights Agent shall be vested with
  the same powers, rights, duties and responsibilities as if it
  had been originally named as Rights Agent without further act
  or deed; but the predecessor Rights Agent shall deliver and
  transfer to the successor Rights Agent any property at the
  time held by it hereunder, and execute and deliver any further
  assurance, conveyance, act or deed necessary for the purpose.
  Not later than the effective date of any such appointment, the
  Company shall file notice thereof in writing with the
  predecessor Rights Agent and each transfer agent of the Common
  Shares or Preerred Shares, and mail a notice thereof in
  writing to the registered holders of the Right Certificates.
  Failure to give any notice provided for in this Section 21,
  however, or any defect therein, shall not affect the legality
  or validity of the resignation or removal of the Rights Agent
  or the appointment of the successor Rights Agent, as the case
  may be.

       Section 22.  Issuance of New Right Certificates.  
  Notwithstanding any of the provisions of this Rights
  Agreement or of the Rights to the contrary, the Company may,
  at its option, issue new Right Certificates evidencing Rights
  in such form as may be approved by the Board of Directors of
  the Company to reflect any adjustment or change in the
  Purchase Price and the number or kind or class of shares or
  other securities or property purchasable under the Right
  Certificates made in accordance with the provisions of this
  Rights Agreement. 
  
     Section 23.   Redemption.  (a) The Board of Directors of 
  the Company may, at its option, at any time prior to such 
  time as any Person becomes
  an Acquiring Person, redeem all but not less than all the then
  outstanding Rights at a redemption price of $.01 per Right,
  appropriately adjusted to reflect any stock split, stock
  dividend or similar transaction occurring after the date
  hereof (such redemption price being hereinafter referred to as
  the "Redemption Price"). The redemption of the Rights by the
  Board of Directors of the Company may be made effective at
  such time, on such basis and with such conditions as the Board
  of Directors of the Company, in its sole discretion, may
  establish.   The Company may, at its option, pay the
  Redemption Price in cash, Common Shares (based on the current
  market price at the time of redemption) or any other form of
  consideration deemed appropriate by the Board of Directors.
  
                                   23

<PAGE>

          (b)     Immediately upon the action of the Board of
  Directors of the Company ordering the redemption of the Rights
  pursuant to paragraph (a) of this Section 23, and without any
  further action and without any notice, the right to exercise
  the Rights will terminate and the only right thereafter of the
  holders of Rights shall be to receive the Redemption Price.
  The Company shall promptly give public notice of any such
  redemption; provided, however, that the failure to give, or
  any defect in, any such notice shall not affect the validity
  of such redemption. Within 10 days after such action of the
  Board of Directors of the Company ordering the redemption of
  the Rights, the Company shall mail a notice of redemption to
  all the holders of the then outstanding Rights at their last
  addresses as they appear upon the registry books of the Rights
  Agent or, prior to the Distribution Date, on the registry
  books of the transfer agent for the Common Shares. Any notice
  which is mailed in the manner herein provided shall be deemed
  given, whether or not the holder receives the notice. Each
  such notice of redemption will state the method by which the
  payment of the Redemption Price will be made. Neither the
  Company nor any of its Affiliates or Associates may redeem,
  acquire or purchase for value any Rights at any time in any
  manner other than that specifically set forth in this Section
  23 or in Section 24 hereof, and other than in connection with
  the purchase of Common Shares prior to the Distribution Date.

       Section 24.   Exchange.   (a) The Board of Directors 
  of the Company may, at its
  option, at any time after any Person becomes an Acquiring
  Person, exchange all or part of the then outstanding and
  exercisable Rights (which shall not include Rights that have
  become void pursuant to the provisions of Section 11(a)(ii)
  hereof) for Common Shares at an exchange ratio of one Common
  Share per Right, appropriately adjusted to reflect any stock
  split, stock dividend or similar transaction occurring after
  the date hereof (such exchange ratio being hereinafter
  referred to as the "Exchange Ratio"). Notwithstanding the
  foregoing, the Board of Directors of the Company shall not be
  empowered to effect such exchange at any time after any Person
  (other than the Company, any Subsidiary of the Company, any
  employee benefit plan of the Company or any such Subsidiary,
  or any entity holding Common Shares for or pursuant to the
  terms of any such plan), together with all Affiliates and
  Associates of such Person, becomes the Beneficial Owner of 50%
  or more of the Common Shares then outstanding. 

            (b)     Immediately upon the action of the Board of
  Directors of the Company ordering the exchange of any Rights
  pursuant to paragraph (a) of this Section 24 and without any
  further action and without any notice, the right to exercise
  such Rights shall terminate and the only right thereafter of
  a holder of such Rights shall be to receive that number of
  Common Shares equal to the number of such Rights held by such
  holder multiplied by the Exchange Ratio. The Company shall
  promptly give public notice of any such exchange; provided,
  however, that the failure to give, or any defect in, such
  notice shall not affect the validity of such exchange. The
  Company promptly shall mail a notice of any such exchange to
  all of the holders of such Rights at their last addresses as
  they appear upon the registry books of the Rights Agent. Any
  notice which is mailed in the manner herein provided shall be
  deemed given, whether or not the holder receives the notice.
  Each such notice of exchange will state the method by which
  the exchange of the Common Shares for Rights will be effected
  and, in the event of any partial exchange, the number of


                                 24
<PAGE>

  Rights which will be exchanged. Any partial exchange shall be
  effected pro rata based on the number of Rights (other than
  Rights which have become void pursuant to the provisions of
  Section 11(a)(ii) hereof) held by each holder of Rights.

            (c)     In the event that there shall not be sufficient
  Common Shares issued but not outstanding or authorized but
  unissued to permit any exchange of Rights as contemplated in
  accordance with this Section 24, the Company shall take all
  such action as may be necessary to authorize additional Common
  Shares for issuance upon exchange of the Rights. In the event
  the Company shall, after good faith effort, be unable to take
  all such action as may be necessary to authorize such
  additional Common Shares, the Company shall substitute, for
  each Common Share that would otherwise be issuable upon
  exchange of a Right, a number of Preferred Shares or fraction
  thereof (or a security with substantially similar rights,
  privileges, preferences, voting power and economic rights)
  such that the current per share market price of one Preferred
  Share (or other such security) multiplied by such number or
  fraction is equal to the current per share market price of one
  Common Share as of the date of issuance of such Preferred
  Shares or fraction thereof (or other such security).

            (d)     The Company shall not be required to issue
  fractions of Common Shares or to distribute certificates which
  evidence fractional Common Shares. In lieu of such fractional
  Common Shares, the Company shall pay to the registered holders
  of the Right Certificates with regard to which such fractional
  Common Shares would otherwise be issuable an amount in cash
  equal to the same fraction of the current market value of a
  whole Common Share. For the purposes of this paragraph (d),
  the current market value of a whole Common Share shall be the
  closing price of a Common Share (as determined pursuant to the
  second sentence of Section 11(d)(i) hereof) for the Trading
  Day immediately prior to the date of exchange pursuant to this
  Section 24.

       Section 25.   Notice of Certain Events.   (a) In case 
  the Company shall propose (i) to pay any
  dividend payable in stock of any class to the holders of its
  Preferred Shares or to make any other distribution to the
  holders of its Preferred Shares (other than a regular
  quarterly cash dividend), (ii) to offer to the holders of its
  Preferred Shares rights or warrants to subscribe for or to
  purchase any additional Preferred Shares or shares of stock of
  any class or any other securities, rights or options, (iii) to
  effect any reclassification of its Preferred Shares (other
  than a reclassification involving only the subdivision of
  outstanding Preferred Shares), (iv) to effect any
  consolidation or merger into or with, or to effect any sale or
  other transfer (or to permit one or more of its Subsidiaries
  to effect any sale or other transfer), in one or more
  transactions, of 50% or more of the assets or earning power of
  the Company and its Subsidiaries (taken as a whole) to, any
  other Person, (v) to effect the liquidation, dissolution or
  winding up of the Company, or (vi) to declare or pay any
  dividend on the Common Shares payable in Common Shares or to
  effect a subdivision, combination or consolidation of the
  Common Shares (by reclassification or otherwise than by
  payment of dividends in Common Shares), then, in each such
  case, the Company shall give to each holder of a Right
  Certificate, in accordance with Section 26 hereof, a notice of
  such proposed action, which shall specify the record date for
  the purposes of such stock dividend, or distribution of rights

                               25
<PAGE>

  or warrants, or the date on which such reclassification,
  consolidation, merger, sale, transfer, liquidation,
  dissolution, or winding up is to take place and the date of
  participation therein by the holders of the Common Shares
  and/or Preferred Shares, if any such date is to be fixed, and
  such notice shall be so given in the case of any action
  covered by clause (i) or (ii) above at least 10 days prior to
  the record date for determining holders of the Preferred
  Shares for purposes of such action, and in the ase of any such
  other action, at least 10 days prior to the date of the taking
  of such proposed action or the date of participation therein
  by the holders of the Common Shares and/or Preferred Shares,
  whichever shall be the earlier.

            (b)     In case the event set forth in Section
  11(a)(ii) hereof shall occur, then the Company shall as soon
  as practicable thereafter give to each holder of a Right
  Certificate, in accordance with Section 26 hereof, a notice of
  the occurrence of such event, which notice shall describe such
  event and the consequences of such event to holders of Rights
  under Section 11(a)(ii) hereof. 

       Section 26.   Notices.  Notices or demands 
  authorized by this Rights Agreement to be
  given or made by the Rights Agent or by the holder of any
  Right Certificate to or on the Company shall be sufficiently
  given or made if sent by first-class mail, postage prepaid,
  addressed (until another address is filed in writing with the
  Rights Agent) as follows:
  
   Cytogen Corporation
   600 College Road East
   CN5308
   Princeton, New Jersey  08540-5308
   Attention:  Corporate Secretary
  
   Subject to the provisions of Section 21 hereof, any
  notice or demand authorized by this Rights Agreement to be
  given or made by the Company or by the holder of any Right
  Certificate to or on the Rights Agent shall be sufficiently
  given or made if sent by first-class mail, postage prepaid,
  addressed (until another address is filed in writing with the
  Company) as follows:
  
   ChaseMellon Shareholder Services, L.L.C.
   Overpeck Centre
   85 Challenger Road
   Ridgefield Park, New Jersey 07660 
  
   Notices or demands authorized by this Rights Agreement to
  be given or made by the Company or the Rights Agent to the
  holder of any Right Certificate shall be sufficiently given or
  made if sent by first-class mail, postage prepaid, addressed
  to such holder at the address of such holder as shown on the
  registry books of the Company.
  
                               26
<PAGE>

     Section 27.   Supplements and Amendments. The Company may 
  from time to time supplement or amend this
  Rights Agreement without the approval of any holders of Right
  Certificates in order to cure any ambiguity, to correct or
  supplement any provision contained herein which may be
  defective or inconsistent with any other provisions herein, or
  to make any other provisions with respect to the Rights which
  the Company may deem necessary or desirable, any such
  supplement or amendment to be evidenced by a writing signed by
  the Company and the Rights Agent, provided, however, after any
  Person becomes an Acquiring Person, this Rights Agreement
  shall not be amended in any manner which would adversely
  affect the interests of the holders of Rights (other than an
  Acquiring Person or Affiliate or Associate thereof). 
  
     Section 28.   Successors.  All the covenants and provisions 
  of this Rights Agreement by or for the benefit of the 
  Company or the Rights Agent shall bind and inure to the benefit 
  of their respective successors and assigns hereunder.
  
     Section 29.  Benefits of this Rights Agreement.  Nothing 
  in this Rights Agreement shall be construed to give
  to any Person, other than the Company, the Rights Agent and
  the registered holders of the Right Certificates (and, prior
  to the Distribution Date, the Common Shares) any legal or
  equitable right, remedy or claim under this Rights Agreement;
  but this Rights Agreement shall be for the sole and exclusive
  benefit of the Company, the Rights Agent and the registered
  holders of the Right Certificates (and, prior to the
  Distribution Date, the Common Shares).
  
     Section 30.   Severability.  If any term, provision, covenant 
  or restriction of this Rights Agreement is held by a court of 
  competent jurisdiction or other authority to be invalid, void 
  or unenforceable, the remainder of the terms, provisions, 
  covenants and restrictions of this Rights Agreement shall 
  remain in full force and effect and shall in no way be affected, 
  impaired or invalidated.
 
      Section 31.  Governing Law.   This Rights Agreement 
  and each Right Certificate issued hereunder shall be
  deemed to be a contract made under the laws
  of the State of New York and for all purposes shall be
  governed by and construed in accordance with the laws of such
  State applicable to contracts to be made and performed
  entirely within such State.
 
      Section 32.   Counterparts.   This Rights Agreement 
  may be executed in any number of counterparts and each of 
  such counterparts shall for all
  purposes be deemed to be an original, and all such
  counterparts shall together constitute but one and the same
  instrument.
  
                                  27
<PAGE>

     Section 33.   Descriptive Headings.  Descriptive headings 
  of the several Sections of this Rights Agreement are inserted 
  for convenience only and shall not control or affect the 
  meaning or construction of any of the provisions hereof.

                                28
<PAGE>

   IN WITNESS WHEREOF, the parties hereto have caused this
  Rights Agreement to be duly executed and attested, all as of
  the day and year first above written.
        
  
  
  
                             CYTOGEN CORPORATION
  
  
  
                             By:  /s/ Donald F. Crane                          
                             Name:  Donald F. Crane
                             Title: Vice President General Counsel and
                                       Corporate Secretary
  
  
    
  
                            CHASEMELLON SHAREHOLDER 
                            SERVICES, L.L.C.
                               
                               
                            By:  /s/ Barry A. Shapiro                      
                            Name:  Barry A. Shapiro
                            Title: Vice President
  
  


                                29
<PAGE>
  
                                                    Exhibit A
                                                           
                                                           
                                                             
                             FORM
                              of
                 CERTIFICATE OF DESIGNATIONS
                              of
        SERIES C JUNIOR PARTICIPATING PREFERRED STOCK
                              of
                     CYTOGEN CORPORATION
                               
               (Pursuant to Section 151 of the
              Delaware General Corporation Law)
                               
               -------------------------------
                               
                               
       Cytogen Corporation, a corporation organized and existing
  under the General Corporation Law of the State of Delaware
  (hereinafter called the "Corporation"), hereby certifies that
  the following resolution was adopted by the Board of Directors
  of the Corporation as required by Section 151 of the General
  Corporation Law at a meeting duly called and held on June 17,
  1998: 
  
     RESOLVED, that pursuant to the authority granted to and
  vested in the Board of Directors of this Corporation
  (hereinafter called the "Board of Directors" or the "Board")
  in accordance with the provisions of the Certificate of
  Incorporation, the Board of Directors hereby creates a series
  of Preferred Stock of the Corporation, par value $.01 per
  share (the "Preferred Stock"), and hereby states the
  designation and number of shares, and fixes the relative
  rights, preferences, and limitations thereof as follows:
  
     Series C Junior Participating Preferred Stock:
  
     Section 1.      Designation and Amount. The shares of
  such series shall be designated as "Series C Junior
  Participating Preferred Stock" (the "Series C Preferred
  Stock") and the number of shares constituting the Series C
  Preferred Stock shall be 200,000. Such number of shares may be
  increased or decreased by resolution of the Board of
  Directors; provided that no decrease shall reduce the number
  of shares of Series C Preferred Stock to a number less than
  the number of shares then outstanding plus the number of
  shares reserved for issuance upon the exercise of outstanding
  options, rights or warrants or upon the conversion of any
  outstanding securities issued by the Corporation convertible
  into Series C Preferred Stock.
  
     Section 2.      Dividends and Distributions.
  
     (A) Subject to the rights of the holders of any shares of
  any series of Preferred Stock (or any similar stock) ranking
  prior and superior to the Series C Preferred Stock with
  respect to dividends, the holders of shares of Series C
  Preferred Stock, in preference to the holders of Common Stock,


                            A-1
<PAGE>

  par value $.01 per share (the "Common Stock"), of the
  Corporation, and of any other junior stock, shall be entitled
  to receive, when, as and if declared by the Board of Directors
  out of funds legally available for the purpose, quarterly
  dividends payable in cash on the first day of March, June,
  September and December in each year (each such date being
  referred to herein as a "Quarterly Dividend Payment Date"),
  commencing on the first Quarterly Dividend Payment Date after
  the first issuance of a share or fraction of a share of Series
  C Preferred Stock, in an amount per share (rounded to the
  nearest cent) equal to the greater of (a) $10 or (b) subject
  to the provision for adjustment hereinafter set forth, 1,000
  times the aggregate per share amount of all cash dividends,
  and 1,000 times the aggregate per share amount (payable in
  kind) of all non- cash dividends or other distributions, other
  than a dividend payable in shares of Common Stock or a
  subdivision of the outstanding shares of Common Stock (by
  reclassification or otherwise), declared on the Common Stock
  since the immediately preceding Quarterly Dividend Payment
  Date or, with respect to the first Quarterly Dividend Payment
  Date, since the first issuance of any share or fraction of a
  share of Series C Preferred Stock. In the event the
  Corporation shall at any time declare or pay any dividend on
  the Common Stock payable in shares of Common Stock, or effect
  a subdivision or combination or consolidation of the
  outstanding shares of Common Stock (by reclassification or
  otherwise than by payment of a dividend in shares of Common
  Stock) into a greater or lesser number of shares of Common
  Stock, then in each such case the amount to which holders of
  shares of Series C Preferred Stock were entitled immediately
  prior to such event under clause (b) of the preceding sentence
  shall be adjusted by multiplying such amount by a fraction,
  the numerator of which is the number of shares of Common Stock
  outstanding immediately after such event and the denominator
  of which is the number of shares of Common Stock that were
  outstanding immediately prior to such event.
  
     (B) The Corporation shall declare a dividend or
  distribution on the Series C Preferred Stock as provided in
  paragraph (A) of this Section immediately after it declares a
  dividend or distribution on the Common Stock (other than a
  dividend payable in shares of Common Stock); provided that, in
  the event no dividend or distribution shall have been declared
  on the Common Stock during the period between any Quarterly
  Dividend Payment Date and the next subsequent Quarterly
  Dividend Payment Date, a dividend of $10 per share on the
  Series C Preferred Stock shall nevertheless be payable on such
  subsequent Quarterly Dividend Payment Date.
  
     (C) Dividends shall begin to accrue and be cumulative on
  outstanding shares of Series C Preferred Stock from the
  Quarterly Dividend Payment Date next preceding the date of
  issue of such shares, unless the date of issue of such shares
  is prior to the record date for the first Quarterly Dividend
  Payment Date, in which case dividends on such shares shall
  begin to accrue from the date of issue of such shares, or
  unless the date of issue is a Quarterly Dividend Payment Date
  or is a date after the record date for the determination of
  holders of shares of Series C Preferred Stock entitled to
  receive a quarterly dividend and before such Quarterly
  Dividend Payment Date, in either of which events such
  dividends shall begin to accrue and be cumulative from such
  Quarterly Dividend Payment Date. Accrued but unpaid dividends
  shall not bear interest. Dividends paid on the shares of
  Series C Preferred Stock in an amount less than the total
  amount of such dividends at the time accrued and payable on
  such shares shall be allocated pro rata on a share-by-share


                               A-2
<PAGE>

  basis among all such shares at the time outstanding. The Board
  of Directors may fix a record date for the determination of
  holders of shares of Series C Preferred Stock entitled to
  receive payment of a dividend or distribution declared
  thereon, which record date shall be not more than 60 days
  prior to the date fixed for the payment thereof. 
  
     Section 3.      Voting Rights. The holders of shares of
  Series C Preferred Stock shall have the following voting
  rights:
  
     (A) Subject to the provision for adjustment hereinafter
  set forth, each share of Series C Preferred Stock shall
  entitle the holder thereof to 1000 votes on all matters
  submitted to a vote of the stockholders of the Corporation. In
  the event the Corporation shall at any time declare or pay any
  dividend on the Common Stock payable in shares of Common
  Stock, or effect a subdivision or combination or consolidation
  of the outstanding shares of Common Stock (by reclassification
  or otherwise than by payment of a dividend in shares of Common
  Stock) into a greater or lesser number of shares of Common
  Stock, then in each such case the number of votes per share to
  which holders of shares of Series C Preferred Stock were
  entitled immediately prior to such event shall be adjusted by
  multiplying such number by a fraction, the numerator of which
  is the number of shares of Common Stock outstanding
  immediately after such event and the denominator of which is
  the number of shares of Common Stock that were outstanding
  immediately prior to such event.
  
     (B) Except as otherwise provided herein, in any other
  Certificate of Designations creating a series of Preferred
  Stock or any similar stock, or by law, the holders of shares
  of Series C Preferred Stock and the holders of shares of
  Common Stock and any other capital stock of the Corporation
  having general voting rights shall vote together as one class
  on all matters submitted to a vote of stockholders of the
  Corporation.
  
     (C) Except as set forth herein, or as otherwise provided
  by law, holders of Series C Preferred Stock shall have no
  special voting rights and their consent shall not be required
  (except to the extent they are entitled to vote with holders
  of Common Stock as set forth herein) for taking any corporate
  action.
  
     Section 4.      Certain Restrictions.
  
     (A) Whenever quarterly dividends or other dividends or
  distributions payable on the Series C Preferred Stock as
  provided in Section 2 are in arrears, thereafter and until all
  accrued and unpaid dividends and distributions, whether or not
  declared, on shares of Series C Preferred Stock outstanding
  shall have been paid in full, the Corporation shall not:
  
     (i) declare or pay dividends, or make any other
  distributions, on any shares of stock ranking junior (either
  as to dividends or upon liquidation, dissolution or winding
  up) to the Series C Preferred Stock;
  
     (ii) declare or pay dividends, or make any other
  distributions, on any shares of stock ranking on a parity
  (either as to dividends or upon liquidation, dissolution or


                             A-3
<PAGE>

  winding up) with the Series C Preferred Stock, except
  dividends paid ratably on the Series C Preferred Stock and all
  such parity stock on which dividends are payable or in arrears
  in proportion to the total amounts to which the holders of all
  such shares are then entitled;
  
     (iii) redeem or purchase or otherwise acquire for
  consideration shares of any stock ranking junior (either as to
  dividends or upon liquidation, dissolution or winding up) to
  the Series C Preferred Stock, provided that the Corporation
  may at any time redeem, purchase or otherwise acquire shares
  of any such junior stock in exchange for shares of any stock
  of the Corporation ranking junior (either as to dividends or
  upon dissolution, liquidation or winding up) to the Series C
  Preferred Stock; or
  
     (iv) redeem or purchase or otherwise acquire for
  consideration any shares of Series C Preferred Stock, or any
  shares of stock ranking on a parity with the Series C
  Preferred Stock, except in accordance with a purchase offer
  made in writing or by publication (as determined by the Board
  of Directors) to all holders of such shares upon such terms as
  the Board of Directors, after consideration of the respective
  annual dividend rates and other relative rights and
  preferences of the respective Series Cnd classes, shall
  determine in good faith will result in fair and equitable
  treatment among the respective series or classes.
  
     (B) The Corporation shall not permit any subsidiary of
  the Corporation to purchase or otherwise acquire for
  consideration any shares of stock of the Corporation unless
  the Corporation could, under paragraph (A) of this Section 4,
  purchase or otherwise acquire such shares at such time and in
  such manner. 
  
     Section 5.      Reacquired Shares. Any shares of Series
  C Preferred Stock purchased or otherwise acquired by the
  Corporation in any manner whatsoever shall be retired and
  cancelled promptly after the acquisition thereof. All such
  shares shall upon their cancellation become authorized but
  unissued shares of Preferred Stock and may be reissued as part
  of a new series of Preferred Stock subject to the conditions
  and restrictions on issuance set forth herein, in the
  Certificate of Incorporation, or in any other Certificate of
  Designations creating a series of Preferred Stock or any
  similar stock or as otherwise required by law.
  
     Section 6.      Liquidation, Dissolution or Winding Up.
  Upon any liquidation, dissolution or winding up of the
  Corporation, no distribution shall be made (1) to the holders
  of shares of stock ranking junior (either as to dividends or
  upon liquidation, dissolution or winding up) to the Series C
  Preferred Stock unless, prior thereto, the holders of shares
  of Series C Preferred Stock shall have received $1000 per
  share, plus an amount equal to accrued and unpaid dividends
  and distributions thereon, whether or not declared, to the
  date of such payment, provided that the holders of shares of
  Series C Preferred Stock shall be entitled to receive an
  aggregate amount per share, subject to the provision for
  adjustment hereinafter set forth, equal to 1000 times the
  aggregate amount to be distributed per share to holders of
  shares of Common Stock, or (2) to the holders of shares of
  stock ranking on a parity (either as to dividends or upon
  liquidation, dissolution or winding up) with the Series C
  Preferred Stock, except distributions made ratably on the
  Series C Preferred Stock and all such parity stock in
  proportion to the total amounts to which the holders of all


                                A-4
<PAGE>

  such shares are entitled upon such liquidation, dissolution or
  winding up. In the event the Corporation shall at any time
  declare or pay any dividend on the Common Stock payable in
  shares of Common Stock, or effect a subdivision or combination
  or consolidation of the outstanding shares of Common Stock (by
  reclassification or otherwise than by payment of a dividend in
  shares of Common Stock) into a greater or lesser number of
  shares of Common Stock, then in each such case the aggregate
  amount to which holders of shares of Series C Preferred Stock
  were entitled immediately prior to such event under the
  proviso in clause (1) of the preceding sentence shall be
  adjusted by multiplying such amount by a fraction the
  numerator of which is the number of shares of Common Stock
  outstanding immediately after such event and the denominator
  of which is the number of shares of Common Stock that were
  outstanding immediately prior tosuch event.
  
     Section 7.      Consolidation, Merger, etc. In case the
  Corporation shall enter into any consolidation, merger,
  combination or other transaction in which the shares of Common
  Stock are exchanged for or changed into other stock or
  securities, cash and/or any other property, then in any such
  case each share of Series C Preferred Stock shall at the same
  time be similarly exchanged or changed into an amount per
  share, subject to the provision for adjustment hereinafter set
  forth, equal to 1000 times the aggregate amount of stock,
  securities, cash and/or any other property (payable in kind),
  as the case may be, into which or for which each share of
  Common Stock is changed or exchanged. In the event the
  Corporation shall at any time declare or pay any dividend on
  the Common Stock payable in shares of Common Stock, or effect
  a subdivision or combination or consolidation of the
  outstanding shares of Common Stock (by reclassification or
  otherwise than by payment of a dividend in shares of Common
  Stock) into a greater or lesser number of shares of Common
  Stock, then in each such case the amount set forth in the
  preceding sentence with respect to the exchange or change of
  shares of Series C Preferred Stock shall be adjusted by
  multiplying such amount by a fraction, the numerator of which
  is the number of shares of Common Stock outstanding
  immediately after such event and the denominator of which is
  the number of shares of Common Stock that were outstanding
  immediately prior to such event.
  
     Section 8.      No Redemption. The shares of Series C
  Preferred Stock shall not be redeemable.
  
     Section 9.      Rank. The Series C Preferred Stock shall
  rank, with respect to the payment of dividends and the
  distribution of assets, junior to all series of any other
  class of the Corporation's Preferred Stock.
  
     Section 10.     Amendment. The Certificate of
  Incorporation of the Corporation shall not be amended in any
  manner which would materially alter or change the powers,
  preferences or special rights of the Series C Preferred Stock
  so as to affect them adversely without the affirmative vote of
  the holders of at least two-thirds of the outstanding shares
  of Series C Preferred Stock, voting together as a single
  class.

                               A-5
<PAGE>

     IN WITNESS WHEREOF, this Certificate of Designations is
  executed on behalf of the Corporation by its President and
  attested by its Secretary this the 19th day of June, 1998.
  
  
                                   CYTOGEN CORPORATION
  
  
                                   By:_______________________
                                   
  
  
  Attest:
  
  
  By:_______________________
        
        


                               A-6
<PAGE>

  
                                                         Exhibit B 
                                                           
                                                             
                  Form of Right Certificate
                                
  Certificate No. R- 
  
  _________ Rights
  
  NOT EXERCISABLE AFTER JUNE 19, 2008 OR EARLIER IF REDEMPTION
  OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT
  $.01 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE
  RIGHTS AGREEMENT. 
  
                      Rights Certificate
                                
                     CYTOGEN CORPORATION
                                
     This certifies that __________, or registered assigns, is
  the registered owner of the number of Rights set forth above,
  each of which entitles the owner thereof, subject to the
  terms, provisions and conditions of the Amended and Restated
  Rights Agreement, dated as of October __, 1998 (the "Rights
  Agreement"), between Cytogen Corporation, a Delaware
  corporation (the "Company"), and  ChaseMellon Shareholder
  Services, L.L.C. (the "Rights Agent"), to purchase from the
  Company at any time after the Distribution Date (as such term
  is defined in the Rights Agreement) and prior to 5:00 p.m.,
  New York time, on June 19, 2008 at the principal office of the
  Rights Agent, or at the office of its successor as Rights
  Agent, one one-thousandth of a fully paid non-assessable share
  of Series C Junior Participating Preferred Stock of the
  Company, par value $.01 per share (the "Preferred Shares"), at
  a purchase price of $20 per one one-thousandth of a Preferred
  Share (the "Purchase Price"), upon presentation and surrender
  of this Right Certificate with the Form of Election to
  Purchase duly executed. The number of Rights evidenced by this
  Right Certificate (and the number of one one-thousandths of a
  Preferred Share which may be purchased upon exercise hereof)
  set forth above, and the Purchase Price set forth above, are
  the number and Purchase Price as of _________, based on the
  Preferred Shares as constituted at such date. As provided in
  the Rights Agreement, the Purchase Price and the number of one
  one-thousandths of a Preferred Share which may be purchased
  upon the exercise of the Rights evidenced by this Right
  Certificate are subject to modification and adjustment upon
  the happening of certain events. 
  
     This Right Certificate is subject to all of the terms,
  provisions and conditions of the Rights Agreement, which
  terms, provisions and conditions are hereby incorporated
  herein by reference and made a part hereof and to which Rights
  Agreement reference is hereby made for a full description of
  the rights, limitations of rights, obligations, duties and
  immunities hereunder of the Rights Agent, the Company and the
  holders of the Right Certificates. Copies of the Rights
  Agreement are on file at the principal executive offices of
  the Company and the offices of the Rights Agent.


                              B-1
<PAGE>
  
     This Right Certificate, with or without other Right
  Certificates, upon surrender at the principal office of the
  Rights Agent, may be exchanged for another Right Certificate
  or Right Certificates of like tenor and date evidencing Rights
  entitling the holder to purchase a like aggregate number of
  Preferred Shares as the Rights evidenced by the Right
  Certificate or Right Certificates surrendered shall have
  entitled such holder to purchase. If this Right Certificate
  shall be exercised in part, the holder shall be entitled to
  receive upon surrender hereof another Right Certificate or
  Right Certificates for the number of whole Rights not
  exercised.
  
     Subject to the provisions of the Rights Agreement, the
  Rights evidenced by this Right Certificate (i) may be redeemed
  by the Company at a redemption price of $.01 per Right or (ii)
  may be exchanged, in whole or in part, for Preferred Shares or
  shares of the Company's Common Stock, par value $.01 per
  share.
  
     No fractional Preferred Shares will be issued upon the
  exercise of any Right or Rights evidenced hereby (other than
  fractions which are integral multiples of one one-thousandth
  of a Preferred Share, which may, at the election of the
  Company, be evidenced by depositary receipts), but in, lieu
  thereof, a cash payment will be made, as provided in the
  Rights Agreement. 
  
     No holder of this Right Certificate shall be entitled to
  vote or receive dividends or be deemed for any purpose the
  holder of the Preferred Shares or of any other securities of
  the Company which may at any time be issuable on the exercise
  hereof, nor shall anything contained in the Rights Agreement
  or herein be construed to confer upon the holder hereof, as
  such, any of the rights of a stockholder of the Company or any
  right to vote for the election of directors or upon any matter
  submitted to stockholders at any meeting thereof, or to give
  or withhold consent to any corporate action, or to receive
  notice of meetings or other actions affecting stockholders
  (except as provided in the Rights Agreement), or to receive
  dividends or subscription rights, or otherwise, until the
  Right or Rights evidenced by this Right Certificate shall have
  been exercised as provided in the Rights Agreement. 
  
     This Right Certificate shall not be valid or obligatory
  for any purpose until it shall have been countersigned by the
  Rights Agent. 


                                B-2
<PAGE>

         WITNESS the facsimile signature of the proper officers of
  the Company and its corporate seal. 
  
  Dated as of ___________.
  
                                   CYTOGEN CORPORATION
  
                                   By:_______________________
                                      Name:
                                      Title:
  

  COUNTERSIGNED:
  
  
  By_______________________________
        Name:
        Title:
 



                                B-3
<PAGE>


         [Form of Reverse Side of Right Certificate]
                                
                      FORM OF ASSIGNMENT
                                
      (To be executed by the registered holder if such 
      holder desires to transfer the Right Certificate.)
                                
     FOR VALUE RECEIVED
  ___________________________________________
  hereby sells, assigns and transfers
  unto________________________________________
  _______________________________________________________________________
        (Please print name and address of transferee)
                                
  this Right Certificate, together with all right, title and
  interest therein, and does hereby irrevocably constitute and
  appoint ________________ Attorney, to transfer the within
  Right Certificate on the books of the within-named Company,
  with full power of substitution.
  
  Dated: _______________________
  
  Signature _________________________ 
  
  Signature Guaranteed:
  
  
     Signatures must be guaranteed by a member firm of a
  registered national securities exchange, a member of the
  National Association of Securities Dealers, Inc., or a
  commercial bank or trust company having an office or
  correspondent in the United States.
  
                         Certificate
                                
     The undersigned hereby certifies that the Rights
  evidenced by this Right Certificate are not beneficially owned
  by an Acquiring Person or an Affiliate or Associate thereof
  (as defined in the Rights Agreement).  After due inquiry and
  to the best knowledge of the undersigned, the Rights evidenced
  by this Right Certificate were not acquired or beneficially
  owned by an Acquiring Person or an Affiliate or Associate
  thereof.
  
  Dated:____________________________
  
  Signature _________________________
  
  The signature to the foregoing Assignment and Certificate must
  correspond to the name as written upon the face of this Right
  Certificate in every particular, without alteration or
  enlargement or any change whatsoever.
  
                               


                               B-4
<PAGE>
                               
                 FORM OF ELECTION TO PURCHASE
                                
     (To be executed if holder desires to exercise Rights
            represented by the Right Certificate.)
                                
  
  To:  CYTOGEN CORPORATION
  
     The undersigned hereby irrevocably elects to exercise
  ______ Rights represented by this Right Certificate to
  purchase the Preferred Shares issuable upon the exercise of
  such Rights and requests that certificates for such Preferred
  Shares be issued in the name of: 
  
  Please insert social security
  or other identifying
  number:_________________________________________________
  
  
  _________________________________________
      (Please print name and address)
  
  __________________________________________
  
  If such number of Rights shall not be all the Rights evidenced
  by this Right Certificate, a new Right Certificate for the
  balance remaining of such Rights shall be registered in the
  name of and delivered to:
  
  Please insert social security
  or other identifying
  number:_________________________________________________
  
  
  __________________________________________
      (Please print name and address)
  
  __________________________________________
  
  Dated:_______________________________
  
  Signature_____________________________
  
  Signature Guaranteed:
  
  
     Signatures must be guaranteed by a member firm of a
  registered national securities exchange, a member of the
  National Association of Securities Dealers, Inc., or a
  commercial bank or trust company having an office or
  correspondent in the United States.




                                 B-5

<PAGE>

                            Certificate
                               
          The undersigned hereby certifies that the Rights
  evidenced by this Right Certificate are not beneficially owned
  by an Acquiring Person or an Affiliate or Associate thereof
  (as defined in the Rights Agreement). After due inquiry and to
  the best knowledge of the undersigned, the Rights evidenced by
  this Right Certificate were not acquired or beneficially owned
  by an Acquiring Person or an Affiliate or Associate thereof.
  
  Dated:_______________________________
  
  Signature_____________________________
  
  
     The signature in the Form of Assignment or Form of
  Election to Purchase, as the case may be, must conform to the
  name as written upon the face of this Right Certificate in
  every particular, without alteration or enlargement or any
  change whatsoever.
  
  
     In the event the certification set forth above in the
  Form of Assignment or the Form of Election to Purchase, as the
  case may be, is not completed, the Company and the Rights
  Agent will deem the beneficial owner of the Rights evidenced
  by this Right Certificate to be an Acquiring Person or an
  Affiliate or Associate thereof (as defined in the Rights
  Agreement) and such Assignment or Election to Purchase will
  not be honored.



                                B-6
<PAGE>


                                                     Exhibit C
                                                             
                               
                               
                SUMMARY OF RIGHTS TO PURCHASE
                       PREFERRED SHARES
                                
     On June 17, 1998, the Board of Directors of Cytogen
  Corporation (the "Company") declared a dividend of one
  preferred share purchase right (a "Right") for each
  outstanding share of common stock, par value $.01 per share
  (the "Common Shares"), of the Company.  The dividend is
  payable on June 30, 1998 (the "Record Date") to the
  stockholders of record on that date. Each Right entitles the
  registered holder to purchase from the Company one one-thousandth 
  of a share of Series C Junior Participating
  Preferred Stock of the Company, par value $.01 per share (the
  "Preferred Shares"), at a price of $20 per one one-thousandth
  of a Preferred Share (the "Purchase Price"), subject to
  adjustment. The description and terms of the Rights are set
  forth in an Amended and Restated Rights Agreement (the "Rights
  Agreement") dated as of October ___, 1998, between the Company
  and ChaseMellon Shareholder Services, L.L.C. as Rights Agent
  (the "Rights Agent").
  
     Initially, the Rights will be attached to all Common
  Share certificates and no separate Rights certificates will be
  issued. Separate certificates evidencing the Rights ("Right
  Certificates") will be mailed to holders of record of the
  Common Shares as of the close of business on the earlier to
  occur of (i) a public announcement that a person or group of
  affiliated or associated persons (an "Acquiring Person") have
  acquired beneficial ownership of 20% or more of the
  outstanding Common Shares or (ii) such date as may be
  determined by action of the Board of Directors of the Company,
  (as defined below), following the commencement of, or
  announcement of an intention to make, a tender offer or
  exchange offer the consummation of which would result in the
  beneficial ownership by a person or group of 20% or more of
  the outstanding Common Shares (the earlier of such dates being
  the "Distribution Date").
  
     The Rights Agreement provides that, until the
  Distribution Date (or earlier redemption or expiration of the
  Rights), (i) the Rights will be transferred with and only with
  the Common Shares, (ii) new Common Share certificates issued
  after the Record Date upon transfer or new issuance of Common
  Shares will contain a notation incorporating the Rights
  Agreement by reference and (iii) the surrender for transfer of
  any certificates for Common Shares outstanding as of the
  Record Date will also constitute the transfer of the Rights
  associated with the Common Shares represented by such
  certificate. 
  
     The Rights are not exercisable until the Distribution
  Date. The Rights will expire on June 19, 2008 (the "Expiration
  Date"), unless the Expiration Date is extended or unless the
  Rights are earlier redeemed or exchanged by the Company, in
  each case, as described below.
  
     If a person or group becomes an Acquiring Person, each
  holder of a Right will thereafter have the right to receive,
  upon exercise, Common Shares (or, in certain circumstances,


                                   C-1
<PAGE>

  Preferred Shares or other similar securities of the Company)
  having a value equal to two times the exercise price of the
  Right. Notwithstanding any of the foregoing, following the
  existence of an Acquiring Person, all Rights that are, or
  (under certain circumstances specified in the Rights
  Agreement) were, beneficially owned by any Acquiring Person
  will be null and void. 
  
     For example, at an exercise price of $20 per Right, each
  Right not owned by an Acquiring Person following an event set
  forth in the preceding paragraph would entitle its holder to
  purchase $40 worth of Common Shares (or other consideration,
  as noted above) for $20.  Assuming a value of $10 per Common
  Share at such time, the holder of each valid Right would be
  entitled to purchase four Common Shares for $20.
  
     In the event that the Company is acquired in a merger or
  other business combination transaction or 50% or more of its
  consolidated assets or earning power are sold after a person
  or group has become an Acquiring Person, proper provision will
  be made so that each holder of a Right will thereafter have
  the right to receive, upon the exercise thereof at the then
  current exercise price of the Right, that number of shares of
  common stock of the acquiring company which at the time of
  such transaction will have a market value of two times the
  exercise price of the Right. In the event that any person or
  group becomes an Acquiring Person, proper provision shall be
  made so that each holder of a Right, other than Rights
  beneficially owned by the Acquiring Person (which will
  thereafter be void), will thereafter have the right to receive
  upon exercise that number of Common Shares having a market
  value of two times the exercise price of the Right. 
  
     At any time after any person or group becomes an
  Acquiring Person and prior to the acquisition by such person
  or group of 50% or more of the outstanding Common Shares, the
  Board of Directors of the Company may exchange the Rights
  (other than Rights owned by such person or group which will
  have become void), in whole or in part, at an exchange ratio
  of one Common Share, or one one-thousandth of a Preferred
  Share (or of a share of a class or series of the Company's
  preferred stock having equivalent rights, preferences and
  privileges), per Right (subject to adjustment).
  
     At any time prior to the existence of an Acquiring
  Person, the Board of Directors of the Company may redeem the
  Rights, in whole but not in part, at a price of $.01 per Right
  (the "Redemption Price"). The redemption of the Rights may be
  made effective at such time on such basis with such conditions
  as the Board of Directors, in its sole discretion, may
  establish. Immediately upon any redemption of the Rights, the
  right to exercise the Rights will terminate and the only right
  of the holders of Rights will be to receive the Redemption
  Price.
  
     The terms of the Rights may be amended by the Board of
  Directors of the Company without the consent of the holders of
  the Rights, except that from and after the existence of an
  Acquiring Person no such amendment may adversely affect the
  interests of the holders of the Rights (other than the
  Acquiring Person).
  
     The number of outstanding Rights and the number of one
  one-thousandths of a Preferred Share issuable upon exercise of
  each Right are subject to adjustment under certain
  circumstances.



                                C-2
<PAGE>
  
     Because of the nature of the Preferred Shares' dividend,
  liquidation and voting rights, the value of the one one-thousandth 
  interest in a Preferred Share purchasable upon
  exercise of each Right should approximate the value of one
  Common Share.
  
     Until a Right is exercised, the holder thereof, as such,
  will have no rights as a stockholder of the Company,
  including, without limitation, the right to vote or to receive
  dividends.
  
     A copy of the Rights Agreement has been filed with the
  Securities and Exchange Commission as an Exhibit to a
  Registration Statement on Form 8-A/A dated October __, 1998.
  A copy of the Rights Agreement is available free of charge
  from the Company. This summary description of the Rights does
  not purport to be complete and is qualified in its entirety by
  reference to the Rights Agreement, which is hereby
  incorporated herein by reference.



                              C-3