EXHIBIT 10.2

                  CYTOGEN CORPORATION
              LOAN AND SECURITY AGREEMENT
This Agreement is between the undersigned Borrower and 
the undersigned Lender concerning loans to be made by Lender to 
Borrower.

SECTION 1.  PARTIES

1.1	The "Borrower" is identified in Section 10.6(c) 
and its successors and assigns. If more than one Borrower is 
specified in Section 10.6(c), all references to Borrower shall 
mean each of them, jointly and severally, individually and 
collectively, and the successors and assigns of each.

1.2	The "Lender" is The CIT Group/Credit Finance, 
Inc. and its agents, designees, representatives, successors and 
assigns.

SECTION 2.  	TERM LOANS

Lender shall make term loans to Borrower on the terms 
and conditions set forth in Section 10.2. ("Term Loan").  Such 
Term Loan shall be evidenced by a promissory note (the 
"Promissory Note") delivered by Borrower to Lender and shall be 
repaid, together with interest and other amounts, in accordance 
with this Agreement and the Promissory Note.

SECTION 3.  INTEREST AND FEES

		3.1	Interest.  
		(a)	Interest on the Term Loans shall be payable by 
Borrower on the first day of each month, calculated upon the 
closing daily balances in the loan account of Borrower for each 
day during the immediately preceding month, at the per annum 
rate set forth as the Interest Rate in Section 10.4(a).  The 
Interest Rate shall increase or decrease by an amount equal to 
each increase or decrease, respectively, in the Prime Rate (as 
defined below), effective as of the date of each such change.  
On and after any Event of Default or termination or non-renewal 
hereof, interest on all unpaid Obligations shall accrue at a 
rate equal to two percent (2%) per annum in excess of the 
Interest Rate otherwise payable until such time as all 
Obligations are indefeasibly paid in full (notwithstanding entry 
of any judgment against Borrower or the exercise of any other 
right or remedy by Lender), and all such interest shall be 
payable on demand. In no event shall charges constituting 
interest exceed the rate permitted under any applicable law or 
regulation, and if any provision of this Agreement is in 
contravention of any such law or regulation, such provision 
shall be deemed amended to conform thereto.
(b)	The "Prime Rate" is the rate of interest publicly 
announced by The Chase Manhattan Bank in New York, New York, or 
its successors and assigns, from time to time as its prime rate.
3.2	Closing Fees.  Borrower shall pay to Lender at 
closing a Closing Fee in the amount set forth in Section 
10.4(c).  

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SECTION 4.  GRANT OF SECURITY INTEREST

4.1	Grant of Security Interest.  To secure the 
payment and performance in full of all Obligations, Borrower 
hereby grants to Lender a continuing security interest in and 
lien upon, and a right of setoff against, and Borrower hereby 
assigns and pledges to Lender, all of the Collateral. 

4.2	"Obligations" shall mean any and all Term Loans, 
revolving loans, accommodations and all other indebtedness, 
liabilities and obligations of every kind, nature and 
description owing by Borrower to Lender and/or its affiliates, 
including principal, interest, charges, fees and expenses, 
however evidenced, whether as principal, surety, endorser, 
guarantor or otherwise, whether arising under this Agreement or 
otherwise, whether now existing or hereafter arising, whether 
arising before, during or after the Term or after the 
commencement of any case with respect to Borrower under the 
United States Bankruptcy Code or any similar statute, whether 
direct or indirect, absolute or contingent, joint or several, 
due or not due, primary or secondary, liquidated or 
unliquidated, secured or unsecured, original, renewed or 
extended and whether arising directly or howsoever acquired by 
Lender including from any other entity outright, conditionally 
or as collateral security, by assignment, merger with any other 
entity, participations or interests of Lender in the obligations 
of Borrower to others, assumption, operation of law, subrogation 
or otherwise and shall also include all amounts chargeable to 
Borrower under this Agreement or in connection with any of the 
foregoing.

4.3	"Collateral" shall mean all of the following 
property of Borrower:

(a)	All now owned and hereafter acquired right, title 
and interest of Borrower in, to and in respect of all: accounts, 
interests in goods represented by accounts, returned, reclaimed 
or repossessed goods with respect thereto and rights as an 
unpaid vendor; contract rights (except contract rights in which 
the granting of a security interest would result in a default or 
impermissible assignment under the related contract); chattel 
paper; investment property; documents; instruments; letters of 
credit, bankers' acceptances or guaranties; cash moneys, 
deposits, securities, bank accounts, deposit accounts, credits 
and other property now or hereafter held in any capacity by 
Lender, its affiliates or any entity which, at any time, 
participates in Lender's financing of Borrower or at any other 
depository or other institution; agreements or property securing 
or relating to any of the items referred to above;

(b)	All now owned and hereafter acquired right, title 
and interest of Borrower in, to and in respect of goods, 
including, but not limited to:

(i)	All inventory, wherever located, whether now 
owned or hereafter acquired, of whatever kind, nature 
or description, including all raw materials, work-in-
process, finished goods, and materials to be used or 
consumed in Borrower's business; and all names or 
marks affixed to or to be affixed thereto for purposes 
of selling same by the seller, manufacturer, lessor or 
licensor thereof and all inventory which may be 
returned to Borrower by its customers or repossessed 
by Borrower and all of Borrower's right, title and 
interest in and to the foregoing (including all of 
Borrower's rights as a seller of goods);


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(ii)	All equipment and fixtures, wherever 
located, whether now owned or hereafter acquired, 
including, without limitation, all machinery, 
equipment, motor vehicles, furniture and fixtures, and 
any and all additions, substitutions, replacements 
(including spare parts), and accessions thereof and 
thereto (including, but not limited to Borrower's 
rights to acquire any of the foregoing, whether by 
exercise of a purchase option or otherwise);

(iii)	All consumer goods, farm products, 
crops, timber, minerals or the like (including oil and 
gas), wherever located, whether now owned or hereafter 
acquired, of whatever kind, nature or description;

(c)	All now owned and hereafter acquired right, title 
and interests of Borrower in, to and in respect of any personal 
property in or upon which Borrower has or may hereafter have a 
security interest, lien or right of setoff;

(d)	All present and future books and records relating 
to any of the above including, without limitation, all computer 
programs, printed output and computer readable data in the 
possession or control of the Borrower, any computer service 
bureau or other third party; and

(e)	All products and proceeds of the foregoing in 
whatever form and wherever located, including, without 
limitation, all insurance proceeds and all claims against third 
parties for loss or destruction of or damage to any of the 
foregoing.


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SECTION 5.  COLLECTION AND ADMINISTRATION

5.1	Collections.  Borrower will, at its expense as 
Lender requests, direct that all remittances and all other 
proceeds of accounts and other Collateral be sent to a lock box 
designated by Lender, and deposited into a bank account selected 
by Lender under arrangements with the bank providing that all 
funds deposited in the bank account are to be transferred solely 
to Lender. Borrower shall bear all risk of loss of any funds 
deposited into such account.  In connection therewith, Borrower 
shall execute such lock box and bank account agreements as 
Lender shall specify.  Any collections or other proceeds 
received by Borrower shall be held in trust for Lender and 
immediately remitted to Lender in kind.

5.2	Charges to Loan Account.  At Lender's option, all 
payments of principal, interest, fees, costs, expenses and other 
charges provided for in this Agreement, or in any other 
agreement now or hereafter existing between Lender and Borrower, 
may be charged on the date when due, as principal to any loan 
account of Borrower maintained by Lender. Interest and any other 
amounts payable by Borrower to Lender based on a per annum rate 
shall be calculated on the basis of actual days elapsed over a 
360-day year.

5.3	Payments.  All Obligations shall be payable at 
Lender's office set forth in Section 10.6(a) or at Lender's bank 
designated in Section 10.6(b) or at such other bank or place as 
Lender may expressly designate from time to time for purposes of 
this Section.

5.4	Loan Account Statements.  To the extent that 
Lender renders to Borrower loan account statements, such 
statements shall be considered correct and binding upon Borrower 
as an account stated, except to the extent that Lender receives, 
within sixty (60) days after the mailing of such statements, 
written notice from Borrower of any specific exceptions by 
Borrower to that statement. 

5.5	Direct Collections.  Lender may, at any time, (a) 
notify any account debtor that the accounts and other Collateral 
which includes a monetary obligation have been assigned to 
Lender by Borrower and that payment thereof is to be made to the 
order of and directly to Lender, (b) send, or cause to be sent 
by its designee, requests (which may identify the sender by a 
pseudonym) for verification by telephone, in writing or 
otherwise of accounts and other Collateral directly to any 
account debtor or any other obligor or any bailee with respect 
thereto, (c) demand, collect or enforce payment of any accounts 
or such other Collateral, but without any duty to do so, and 
Lender shall not be liable for any failure to collect or enforce 
payment thereof, (d) take or bring, in the name of Lender or 
Borrower, all steps, actions, suits or proceedings deemed by 
Lender necessary or desirable to effect collection of or other 
realization upon the accounts and other Collateral, (e) after an 
Event of Default, change the address for delivery of mail to 
Borrower and to receive and open mail addressed to Borrower, and 
(f) after an Event of Default, extend the time of payment of, 
compromise or settle for cash, credit, return of merchandise, 
and upon any terms or conditions, any and all accounts or other 
Collateral which includes a monetary obligation and discharge or 
release the account debtor or other obligor, without affecting 
any of the Obligations. Lender shall use its good faith efforts 
to provide Borrower with contemporaneous notice of Lender's 
exercise of its rights set forth in clause (a) of this Section 
5.5, provided however, that Lender's failure to provide such 
contemporaneous notice, or any notice, shall not be deemed a 
breach by Lender of its obligations to Borrower and Borrower 

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shall have no right or remedy as a result thereof. At Lender's 
request, all invoices and statements sent to any account debtor, 
other obligor or bailee, shall state that the accounts and such 
other Collateral have been assigned to Lender and are payable 
directly and only to Lender.

5.6	Attorney-in-Fact.  Borrower hereby irrevocably 
appoints Lender as Borrower's attorney-in-fact and authorizes 
Lender at Borrower's sole expense, to exercise at any time in 
Lender's discretion all or any of the powers necessary for 
Lender to obtain information about the Collateral or to enforce 
Lender's rights.

5.7	Liability.  Borrower hereby releases and 
exculpates Lender, its officers  and employees, from any 
liability arising from any acts under this Agreement or in 
furtherance thereof, except for gross negligence or willful 
misconduct.  Lender will not have any liability to Borrower for 
lost profits or other special, exemplary, punitive, or 
consequential damages.

5.8	Administration of Accounts.  After written notice 
by Lender to Borrower or without notice after an Event of 
Default, Borrower shall not,  (a) amend, modify, settle or 
compromise any of the accounts or any other Collateral which 
includes a monetary obligation, (b) release in whole or in part 
any account debtor or other person liable for the payment of any 
of the accounts or any such other Collateral, or (c) grant any 
credits, discounts, allowances, deductions, return 
authorizations or the like with respect to any of the accounts 
or any such other Collateral.

5.9	Documents.  Borrower shall deliver to Lender, as 
Lender may request, all documents, schedules, invoices, proofs 
of delivery, purchase orders, statements, contracts and all 
other information evidencing or relating to the Collateral, in 
form and substance satisfactory to Lender and duly executed by 
Borrower.  Without limiting the provisions of Section 5.5, 
Borrower's granting of credits, discounts, allowances, 
deductions, return authorizations or the like will be promptly 
reported to Lender in writing.  In no event shall any schedule 
or confirmatory assignment (or the absence thereof or omission 
of any of the accounts or other Collateral therefrom) limit or 
in any way be construed as a waiver, limitation or modification 
of the security interests or rights of Lender or the warranties, 
representations and covenants of Borrower under this Agreement. 
Any documents, schedules, invoices or other paper delivered to 
Lender by Borrower may be destroyed or otherwise disposed of by 
Lender six (6) months after receipt by Lender, unless Borrower 
requests their return in writing in advance and makes prior 
arrangements for their return at Borrower's expense.

5.10	Access.  Lender shall have access, prior to an 
Event of Default during reasonable business hours and on or 
after an Event of Default at any time, to all of the premises 
where Collateral is located for the purposes of inspecting or 
copying the Collateral, and all Borrower's books and records.  
Lender may, at no charge, use such of Borrower's personnel, 
equipment, including computer equipment, programs, printed 
output and computer readable media, supplies and premises for 
the collection of accounts and realization on other Collateral 
as Lender, in its sole discretion, deems appropriate.  Borrower 
hereby irrevocably authorizes all accountants and third parties 
to disclose and deliver to Lender at Borrower's expense all 
financial information, books and records, work papers, 
management reports and other information in their possession 
regarding Borrower. Lender shall use its good faith efforts to 
provide Borrower with contemporaneous notice of Lender's 
visit(s) to any such accountants or third parties, provided 

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however, that Lender's failure to provide such contemporaneous 
notice, or any notice, shall not be deemed a breach by Lender of 
its obligations to Borrower and Borrower shall have no right or 
remedy as a result thereof.   

5.11	Environmental Audits.  From time to time, but not 
more frequently than semi-annually (provided Borrower is not in 
default) as requested by Lender, at the sole expense of 
Borrower, Borrower shall provide Lender complete access to all 
of Borrower's facilities for the purpose of conducting an 
environmental audit of such facilities as Lender may deem 
necessary.  

SECTION 6.	ADDITIONAL REPRESENTATIONS, WARRANTIES AND 
COVENANTS

Borrower hereby represents, warrants and covenants to 
Lender the following, (all of such representations, warranties, 
and covenants being continuing in nature so long as any of the 
Obligations are outstanding):

6.1	Financial and Other Reports.  Borrower shall keep 
and maintain its books and records in accordance with generally 
accepted accounting principles, consistently applied ("GAAP").  
Borrower shall, at its expense, (a) on or before the fifteenth 
(15th) day of each month, deliver to Lender true and complete 
monthly agings of its accounts receivable and accounts payable, 
and (b) on or before the twenty fifth (25th) day of each month, 
deliver to Lender true and complete monthly internally prepared 
interim financial statements, all in such form, and together 
with such other information with respect to the business of 
Borrower or any guarantor, as Lender may request, which shall 
present fairly, in all material respects, the financial position 
of Borrower as of the end of each such period and the results of 
its operations and cash flows during such period, all in 
accordance with GAAP, and certified by the treasurer or chief 
financial officer of Borrower.  Annually as soon as available, 
but not later than ninety (90) days after the end of each fiscal 
year of Borrower, Borrower shall deliver to Lender audited 
financial statements of Borrower prepared by and accompanied by 
the unqualified report and opinion thereon of an independent 
certified public accountant acceptable to Lender; provided, 
however, that such report may be qualified only by those events 
and circumstances referenced in Borrower's December 31, 1997 
audited financial statements .  

6.2	Trade Names.  Borrower may from time to time 
render invoices under its trade names set forth in Section 
10.6(g), and Borrower represents that: (a) each trade name does 
not refer to another corporation or other legal entity, (b) all 
accounts and proceeds thereof (including any returned 
merchandise) invoiced under any such trade names are owned 
exclusively by Borrower, and (c) Lender may receive, endorse and 
deposit to any loan account of Borrower maintained by Lender all 
checks or other remittances made payable to any trade name of 
Borrower representing payment with respect to such sales or 
services.

6.3	Losses.  Borrower shall promptly notify Lender in 
writing of any loss, damage, investigation, action, suit, 
proceeding or claim relating to a material portion of the 
Collateral or which may result in any material adverse change in 
Borrower's business, assets, liabilities or condition, financial 
or otherwise.

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6.4	Books and Records.  Borrower's books and records 
concerning accounts and its chief executive office are and shall 
be maintained only at the address set forth in Section 10.6(d).  
Borrower's only other places of business and the only other 
locations of Collateral, if any, are and shall be the addresses 
set forth in Sections 10.6(e) and (f) hereof, except Borrower 
may change such locations or open a new place of business after 
thirty (30) days' prior written notice to Lender.  Borrower 
shall execute and deliver or cause to be executed and delivered 
to Lender such financing statements, amendments, financing 
documents and security and other agreements as Lender may 
reasonably require.

6.5	Title.  Borrower has and at all times will 
continue to have good and marketable title to all of the 
Collateral, free and clear of all liens, security interests, 
claims or encumbrances of any kind except in favor of Lender and 
except, if any, those set forth on Schedule A hereto ("Permitted 
Liens").  

6.6	Disposition of Assets.  Borrower shall not, 
directly or indirectly: (a) sell, lease, transfer, assign, 
abandon or otherwise dispose of any part of the Collateral or 
any material portion of its other assets (other than (i) sales 
of inventory to buyers in the ordinary course of business, and 
(ii) sales, leases, transfers, assignments or other disposition 
of Collateral pursuant to Borrower's strategic restructuring 
objectives in effect as of the date hereof including, without 
limitation, the spin-off its wholly-owned subsidiary, Axcel 
Biosciences ("Axcel"), so long as and to the extent that (X) 
Borrower is not and would otherwise not be in default of any of 
its obligations under this Agreement, and (Y) if any such 
Collateral being sold, leased, transferred, assigned or disposed 
of consists of machinery and equipment referenced in that 
certain appraisal dated September 14, 1998 conducted by Daley 
Hodkin Appraisal Corporation for Lender (the "Appraisal"), such 
machinery and equipment is no longer useful in the ordinary 
course of Borrower's business and the net proceeds received by 
Borrower upon the sale of such machinery and equipment shall be 
paid to Lender and applied as a prepayment against the Term Loan 
together with such additional amount as is necessary so that the 
total amount paid by Borrower against the Term Loan equals or 
exceeds the appraised value of such machinery and equipment, as 
set forth on the Appraisal, or (b) consolidate with or merge 
with or into any other entity, or permit any other entity to 
consolidate with or merge with or into Borrower, or (c) form or 
acquire any interest in any firm, corporation or other entity, 
or (d) change its corporate name or trade name or otherwise 
conduct business under any assumed or fictitious name, other 
than as set forth in Section 10.6(g).

6.7	Insurance.  Borrower shall at all times maintain, 
with financially sound and reputable insurers, adequate 
insurance (including, without limitation, at the option of 
Lender, earthquake and flood insurance) with respect to the 
Collateral and other assets. All such insurance policies shall 
be in such form, substance, amounts and coverage as may be 
satisfactory to Lender and shall provide for thirty (30) days' 
prior written notice to Lender of cancellation or reduction of 
coverage.  Lender may obtain, at Borrower's expense, any such 
insurance should Borrower fail to do so and adjust or settle any 
claim or other matter under or arising pursuant to such 
insurance or amend or cancel such insurance. Borrower shall 
provide evidence of such insurance and a lender's loss payable 
endorsement satisfactory to Lender.   Borrower shall deliver to 
Lender, in kind, all instruments representing proceeds of 
insurance received by Borrower. Lender may apply any insurance 
proceeds received at any time to the cost of repairs to or 

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replacement of any portion of the Collateral and/or, at Lender's 
option, to payment of or as security for any of the Obligations 
in any order or manner as Lender determines.

6.8	Compliance With Laws.  Borrower is and at all 
times will continue to be in compliance with the requirements of 
all material laws, rules, regulations and orders of any 
governmental authority relating to its business (including laws, 
rules, regulations and orders relating to income, withholding, 
excise, property and social security taxes, minimum wages, 
employer and employee contributions and similar items, 
securities, employee retirement and welfare benefits, employee 
health and safety, or environmental matters) and all material 
agreements or other instruments binding on Borrower or its 
property.  Borrower shall pay and discharge all taxes, 
assessments and governmental charges against Borrower or any 
Collateral  when due unless the same are being contested in good 
faith.  Lender may establish reserves for the amount contested 
and penalties which may accrue thereon.

6.9	Accounts.  All statements made and all unpaid 
balances and other information appearing in the invoices, 
agreements, proofs of rendition of services and delivery of 
goods and other documentation relating to the accounts, and all 
confirmatory assignments, schedules, statements of account and 
books and records with respect thereto, are true and correct and 
in all respects what they purport to be.

6.10	Equipment.  With respect to Borrower's equipment, 
Borrower shall keep the equipment in good order and repair and 
in running and marketable condition, ordinary wear and tear 
excepted. 

6.11	Intentionally Left Blank.	

6.12	Affiliated Transactions.  Borrower will not, 
directly or indirectly: (a) lend or advance money or property 
to, guarantee or assume indebtedness of, or invest (by capital 
contribution or otherwise) in any person, firm, corporation or 
other entity; or (b) declare, pay or make any dividend, 
redemption or other distribution of capital on account of any 
shares of any class of stock of Borrower now or hereafter 
outstanding; provided, however, that Borrower may declare and 
pay dividends on certain preferred stock that it may issue, so 
long and to the extent that (i) the payment of any such dividend 
does not violate applicable state law, and (ii) Borrower is not 
and would otherwise not be in default of any of its obligations 
under this Agreement, or (c) make any payment of the principal 
amount of or interest on any indebtedness owing to any officer, 
director, shareholder, or affiliate of Borrower; or (d) make any 
loans or advances to any officer, director, employee, 
shareholder or affiliate of Borrower; or (e) enter into any 
sale, lease or other transaction with any officer, director, 
employee, shareholder or affiliate of Borrower on terms that are 
less favorable to Borrower than those which might be obtained at 
the time from persons who are not an officer, director, 
employee, shareholder or affiliate of Borrower.  In connection 
with clauses (a) and (d) of this Section 6.12, Borrower may make 
advances or contribute additional capital to Axcel in connection 
with Borrower's spin-off of Axcel, so long as and to the extent 
that Borrower is not and would otherwise not be in default of 
any of its obligations under this Agreement.   

6.13	Fees and Expenses.  Borrower shall pay, on 
Lender's demand, all costs, expenses, filing fees and taxes 
payable in connection with the preparation, execution, delivery, 

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recording, administration, collection, liquidation, enforcement 
and defense of the Obligations, Lender's rights in the 
Collateral, this Agreement and all other existing and future 
agreements or documents contemplated herein or related hereto, 
including any amendments, waivers, supplements or consents which 
may hereafter be made or entered into in respect hereof, or in 
any way involving claims or defenses asserted by Lender or 
claims or defenses against Lender asserted by Borrower, any 
guarantor or any third party directly or indirectly arising out 
of or related to the relationship between Borrower and Lender or 
any guarantor and Lender, including, but not limited to the 
following, whether incurred before, during or after the Term or 
after the commencement of any case with respect to Borrower or 
any guarantor under the United States Bankruptcy Code or any 
similar statute: (a) all costs and expenses of filing or 
recording (including Uniform Commercial Code financing statement 
filing taxes and fees, documentary taxes, intangibles taxes and 
mortgage recording taxes and fees, if applicable); (b) all title 
insurance and other insurance premiums, appraisal fees, fees 
incurred in connection with any environmental report, audit or 
survey and search fees; (c) all fees as then in effect relating 
to the wire transfer of loan proceeds and other funds and fees 
then in effect for returned checks and credit reports; (d) all 
expenses and costs heretofore and from time to time hereafter 
incurred by Lender during the course of periodic field 
examinations of the Collateral and Borrower's operations 
including, without limitation, field examiner, travel, food and 
lodging, plus a per diem charge at the rate set forth in Section 
10.4(d) for Lender's examiners in the field and office; and (e) 
the costs, fees and disbursements of in-house and outside 
counsel to Lender, including but not limited to such costs, fees 
and disbursements incurred as a result of a workout, 
restructuring, reorganization, liquidation, insolvency 
proceeding or litigation between the parties hereto, any third 
party and in any appeals arising therefrom.

6.14  Further Assurances.  At the request of Lender, 
at any time and from time to time, at Borrower's sole expense, 
Borrower shall execute and deliver or cause to be executed and 
delivered to Lender, such agreements, documents and instruments, 
including waivers, consents and subordination agreements from 
mortgagees or other holders of security interests or liens, 
landlords or bailees, and do or cause to be done such further 
acts as Lender, in its discretion, deems necessary or desirable 
to create, preserve, perfect or validate any security interest 
of Lender or the priority thereof in the Collateral and 
otherwise to effectuate the provisions and purposes of this 
Agreement. Borrower hereby authorizes Lender to file financing 
statements or amendments against Borrower in favor of Lender 
with respect to the Collateral, without Borrower's signature and 
to file as financing statements any carbon, photographic or 
other reproductions of this Agreement or any financing 
statements signed by Borrower.

6.15  Environmental Condition.  None of Borrower's 
properties or assets has ever been designated or identified in 
any manner pursuant to any statute, regulations, ordinances, 
laws or orders pertaining to environmental matters 
(collectively, "Environmental Laws") as a hazardous waste or 
hazardous substance disposal site, or a candidate for closure 
pursuant to any Environmental Laws.  No lien arising under or in 
connection with any Environmental Laws has attached to any 
revenues or to any real or personal property owned by Borrower.  
Borrower has not received a summons, citation, notice, or 
directive or other communication from the Environmental 
Protection Agency or any other federal or state governmental 
agency concerning any action or omission by Borrower resulting 
in the releasing, or otherwise exposing of hazardous waste or 
hazardous substances into the environment.  Borrower is and will 
continue to be in compliance (in all material respects) with all 

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Environmental Laws and other legal requirements pertaining to 
the production, storage, handling, treatment, release, 
transportation or disposal of any hazardous waste or hazardous 
substance.

6.16  Year 2000 Compliance.  The Borrower shall take 
all action necessary to assure that its computer-based systems 
are able to effectively process data including dates and date 
sensitive functions.  The Borrower represents and warrants that 
the Year 2000 problem will not result in a material adverse 
effect on the Borrower's business condition.  Upon request, the 
Borrower shall provide assurance acceptable to the Lender that 
the Borrower's computer systems and software are or will be Year 
2000 compliant on a timely basis.  The Borrower shall 
immediately advise Lender in writing of any material changes in 
the Borrower's Year 2000 plan, timetable or budget.

6.17  Organization and Qualification.  Borrower is a 
business corporation, duly organized, validly existing and in 
good standing under the laws of the State set forth in Schedule 
D-1 hereto and will (i) do or cause to be done all things 
necessary to keep in full force and effect its existence and its 
qualification to do business and good standing in such State and 
any other jurisdiction(s) in which such qualification is 
necessary for the proper conduct of its business or wherein it 
owns or leases any property, a schedule of which is attached 
hereto as Schedule D-2, and conduct and operate its business in 
substantially the manner in which same is presently conducted 
and operated; (ii) at all times maintain, preserve and protect 
all material patents, franchises, trademarks, trade names, 
copyrights and other general intangibles; and (iii) comply with 
all material agreements to which it is subject. 

6.18  Indemnification.  

(a)  Borrower hereby indemnifies and agrees to 
protect, defend and hold harmless Lender and Lender's directors, 
officers, employees, agents, attorneys and shareholders from and 
against any and all losses, damages, expenses or liabilities of 
any kind or nature and from any suits, claims, or demands, 
including all reasonable counsel fees incurred in investigating, 
evaluating or defending such suits, claims or demands suffered 
by any of them and caused by, relating to, arising out of, 
resulting from, or in any way connected with this Agreement, or 
any other collateral document, and any transaction contemplated 
herein or therein (other than actions arising out of the gross 
negligence or willful misconduct of Lender), including but not 
limited to, suits, claims or demands based upon any act or 
failure to act by Lender in connection with this Agreement or 
any other collateral document, and any transaction contemplated 
herein or therein.  If Borrower shall have knowledge of any 
claim or liability hereby indemnified against, it shall give 
prompt written notice thereof to Lender.  This covenant shall 
survive payment of the Obligations.

(b)  Lender shall give Borrower prompt notice of all 
suits, actions or proceedings instituted against Lender with 
respect to which Borrower has indemnified Lender, and Borrower 
shall have the right to participate in any such suit, action or 
proceeding.  Lender shall also have the right, at the sole 
expense of Borrower, to participate in, or at Lender's election, 
assume the defense or prosecution of such suit, action, or 
proceeding, and in the latter event the Borrower may employ 
counsel and participate therein.  Lender shall have the right to 
adjust, settle, or compromise any claim, suit, or judgment after 
notice to Borrower,  unless Borrower desires to litigate such 

                            10
<PAGE>

claim, defend such suit, or appeal such judgment and 
simultaneously therewith deposit with Lender additional 
collateral security sufficient to pay any judgment rendered, 
with interest, costs, and expenses; and the right of Lender to 
indemnification under this Agreement shall extend to any money 
paid by Lender in settlement or compromise of any such claims, 
suits, and judgments in good faith, after notice to Borrower.

(c)  If any suit, action, or proceeding is brought by 
Lender against Borrower for breach of this covenant of 
indemnity, separate suits may be brought as causes of action 
accrue, without prejudice or bar to the bringing of subsequent 
suits on any other cause of action, whether theretofore or 
thereafter accruing.

6.19  Authority and Subsidiaries.  Borrower has the 
lawful power to own its properties and to engage in the 
businesses it conducts; and has no subsidiaries or joint venture 
partners other than as set forth on Schedule B hereto. 

6.20  Litigation.  Except as described on Schedule C 
attached hereto,  Borrower is not a party to or, to its best 
knowledge, threatened with, any litigation, suit, action, 
investigation (whether civil or criminal), proceedings or 
controversy before any Court, administrative agency or other 
governmental authority and Borrower is not in violation of or in 
default with respect to any judgment, order, writ, injunction, 
decree or rule of any court, administrative agency or 
governmental instrumentality or in any material respect under 
any regulation of any administrative agency or governmental 
instrumentality.  

6.21  Patents and Trademarks.  Borrower holds no 
United States or foreign patents and has no United States or 
foreign patent applications pending and has no federally 
registered trademarks or trade names and operates under no 
fictitious names, other than as disclosed in Section 10.6(g) 
below.

SECTION 7.	EVENTS OF DEFAULT AND REMEDIES

7.1	Events of Default.  All Obligations shall be 
immediately due and payable, without notice or demand, upon the 
termination of this Agreement or, at Lender's option, upon or at 
any time after the occurrence or existence of any one or more of 
the following "Events of Default":

(a)	Borrower fails to pay when due any of the 
Obligations or fails to perform any of the terms of this 
Agreement or any other existing or future financing, security or 
other agreement between Borrower and Lender or any affiliate of 
Lender;

(b)	Any representation, warranty or statement of fact 
made by Borrower to Lender in this Agreement or any other 
agreement, schedule, confirmatory assignment or otherwise, or to 
any affiliate of Lender, shall prove inaccurate or misleading in 
any material respect;

(c)	Any guarantor revokes, terminates or fails to 
perform any of the terms of any guaranty, endorsement or other 
agreement of such party in favor of Lender or any affiliate of 
Lender;

                              11
<PAGE>

(d)	Any judgment or judgments aggregating in excess 
of the amount set forth in Section 10.6(h) or any injunction or 
attachment is obtained against Borrower or any guarantor which 
remains unstayed or undischarged for a period of ten (10) days 
or is enforced;

(e)	The usual business of Borrower or any guarantor 
ceases or is suspended;

(f)	Any change in the chief executive officer, chief 
operating officer, or controlling ownership of Borrower;

(g)	Borrower or any guarantor is unable to pay its 
debts as they become due, makes an assignment for the benefit of 
creditors, makes or sends notice of a bulk transfer or calls a 
general meeting of its creditors or principal creditors;

(h)	Any petition or application for any relief under 
the bankruptcy laws of the United States now or hereafter in 
effect or under any insolvency, reorganization, receivership, 
readjustment of debt, dissolution or liquidation law or statute 
of any jurisdiction now or hereafter in effect (whether at law 
or in equity) is filed by or against Borrower or any guarantor; 

(i)	The indictment or threatened indictment of 
Borrower or any guarantor under any criminal statute, or 
commencement or threatened commencement of criminal or civil 
proceedings against Borrower or any guarantor pursuant to which 
statute or proceedings the penalties or remedies sought or 
available include forfeiture of any of the property of Borrower 
or such guarantor which Lender believes may have a material 
adverse effect on the Collateral or Borrower's business;

(j)	Any default or event of default occurs on the 
part of Borrower under any material agreement, document or 
instrument to which Borrower is a party or by which Borrower or 
any of its property is bound.

(k)	Lender in good faith believes that either (i) the 
prospect of payment or performance of the Obligations is 
impaired or (ii) the Collateral is not sufficient to secure 
fully the Obligations; or

(l)	Any material change occurs in the nature or 
conduct of Borrower's business.  

7.2	Remedies.  Upon the occurrence of an Event of 
Default and at any time thereafter, Lender shall have all rights 
and remedies provided in this Agreement, any other agreements 
between Borrower and Lender, the Uniform Commercial Code and 
other applicable law, all of which rights and remedies may be 
exercised without notice to Borrower, all such notices being 
hereby waived, except such notice as is expressly provided for 
hereunder or is not waivable under applicable law. All rights 
and remedies of Lender are cumulative and not exclusive and are 
enforceable, in Lender's discretion, alternatively, 
successively, or concurrently on any one or more occasions and 
in any order Lender may determine. Without limiting the 
foregoing, Lender may (a) accelerate the payment of all 
Obligations and demand immediate payment thereof to Lender, (b) 
with or without judicial process or the aid or assistance of 
others, enter upon any premises on or in which any of the 
Collateral may be located and take possession of the Collateral 
or complete processing, manufacturing and repair of all or any 

                              12
<PAGE>

portion of the Collateral, (c) require Borrower, at Borrower's 
expense, to assemble and make available to Lender any part or 
all of the Collateral at any place and time designated by 
Lender, (d) collect, foreclose, receive, appropriate, setoff and 
realize upon any and all Collateral, (e) sell, lease, transfer, 
assign, deliver or otherwise dispose of any and all Collateral 
(including, without limitation, entering into contracts with 
respect thereto, by public or private sales at any exchange, 
broker's board, any office of Lender or elsewhere) at such 
prices or terms as Lender may deem reasonable, for cash, upon 
credit or for future delivery, with the Lender having the right 
to purchase the whole or any part of the Collateral at any such 
public sale, all of the foregoing being free from any right or 
equity of redemption of Borrower, which right or equity of 
redemption is hereby expressly waived and released by Borrower. 
If any of the Collateral is sold or leased by Lender upon credit 
terms or for future delivery, the Obligations shall not be 
reduced as a result thereof until payment therefor is finally 
collected by Lender. If notice of disposition of Collateral is 
required by law, ten (10) days' prior notice by Lender to 
Borrower designating the time and place of any public sale or 
the time after which any private sale or other intended 
disposition of Collateral is to be made, shall be deemed to be 
reasonable notice thereof and Borrower waives any other notice. 
In the event Lender institutes an action to recover any 
Collateral or seeks recovery of any Collateral by way of 
prejudgment remedy, Borrower waives the posting of any bond 
which might otherwise be required.

7.3	Application of Proceeds.  Lender may apply the 
cash proceeds of Collateral (other than accounts) actually 
received by Lender from any sale, lease, foreclosure or other 
disposition of the Collateral to payment of any of the 
Obligations, in whole or in part and in such order as Lender may 
elect, whether or not then due. Borrower shall remain liable to 
Lender for the payment of any deficiency together with interest 
at the highest rate provided for herein and all costs and 
expenses of collection or enforcement, including reasonable 
attorneys' fees and legal expenses.

7.4	Lender's Cure of Third Party Agreement Default.  
Lender may, at its option, cure any default by Borrower under 
any agreement with a third party or pay or bond on appeal any 
judgment entered against Borrower, discharge taxes, liens, 
security interests or other encumbrances at any time levied on 
or existing with respect to the Collateral and pay any amount, 
incur any expense or perform any act which, in Lender's sole 
judgment, is necessary or appropriate to preserve, protect, 
insure, maintain, or realize upon the Collateral. Lender may 
charge Borrower's loan account for any amounts so expended, such 
amounts to be repayable by Borrower on demand. Lender shall be 
under no obligation to effect such cure, payment, bonding or 
discharge, and shall not, by doing so, be deemed to have assumed 
any obligation or liability of Borrower.

SECTION 8. 	 JURY TRIAL WAIVER; CERTAIN OTHER WAIVERS AND 
CONSENTS

8.1 	JURY TRIAL WAIVER.  BORROWER AND LENDER EACH 
WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING 
INSTITUTED BY EITHER OF THEM AGAINST THE OTHER WHICH PERTAINS 
DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, THE OBLIGATIONS, THE 
COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER OR LENDER, 
OR, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES 
TO THE RELATIONSHIP BETWEEN BORROWER AND LENDER. IN NO EVENT 

                            13
<PAGE>

WILL LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL, 
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.

8.2	Counterclaims.  Borrower waives all rights to 
interpose any claims, deductions, setoffs or counterclaims of 
any kind, nature or description in any action or proceeding 
instituted by Lender with respect to this Agreement, the 
Obligations, the Collateral or any matter arising therefrom or 
relating thereto, except compulsory counterclaims. 

8.3	Jurisdiction.  Borrower hereby irrevocably 
submits and consents to the nonexclusive jurisdiction of the 
State and Federal Courts located in the State in which the 
office of Lender designated in Section 10.6(a) is located and 
any other State where any Collateral is located with respect to 
any action or proceeding arising out of this Agreement, the 
Obligations, the Collateral or any matter arising therefrom or 
relating thereto. In any such action or proceeding, Borrower 
waives personal service of the summons and complaint or other 
process and papers therein and agrees that the service thereof 
may be made by mail directed to Borrower at its chief executive 
office set forth in Section 10.6(d) or other address thereof of 
which Lender has received notice as provided herein, service to 
be deemed complete five (5) days after mailing, or as permitted 
under the rules of said Courts. Any such action or proceeding 
commenced by Borrower against Lender will be litigated only in a 
Federal Court located in the district, or a State Court in the 
State and County, in which the office of Lender designated in 
Section 10.6(a) is located and Borrower waives any objections 
based on forum non conveniens or venue in connection therewith.
8.4	No Waiver by Lender.  Lender shall not, by any 
act, delay, omission or otherwise be deemed to have expressly or 
impliedly waived any of its rights or remedies unless such 
waiver shall be in writing and signed by an authorized officer 
of Lender. A waiver by Lender of any right or remedy on any one 
occasion shall not be construed as a bar to or waiver of any 
such right or remedy which Lender would otherwise have on any 
future occasion, whether similar in kind or otherwise.

SECTION 9.	 TERM OF AGREEMENT; MISCELLANEOUS

9.1	 Term.  This Agreement shall only become 
effective upon execution and delivery by Borrower and Lender and 
shall continue in full force and effect for a term set forth in 
Section 10.7 from the date hereof  ("Term").

9.2	Early Termination.  Borrower may also terminate 
this Agreement without penalty by giving Lender at least thirty 
(30) days' prior written notice and payment in full of all of 
the Obligations as provided herein.  Thirty (30) days after 
receipt by Lender of such notice, Lender shall not be obligated 
to make any further loans, advances or other accommodations to 
or for the benefit of Borrower.  Lender shall also have the 
right to terminate this Agreement at any time upon or after the 
occurrence of an Event of Default. If Lender terminates this 
Agreement upon or after the occurrence of an Event of Default, 
or if Borrower shall terminate this Agreement as permitted 
herein effective prior to the end of the then-current Term, 
Borrower shall pay to Lender on the effective date of 
termination, in full, all Obligations

                             14
<PAGE>

9.3	Termination Indemnity Deposit.  Upon termination 
of this Agreement by Borrower, as permitted herein, in addition 
to payment of all Obligations which are not contingent, Borrower 
shall deposit such amount of cash collateral as Lender 
determines is necessary to secure Lender from loss, cost, damage 
or expense, including reasonable attorneys' fees, in connection 
with any open accommodations or remittance items or other 
payments provisionally credited to the Obligations and/or to 
which Lender has not yet received final and indefeasible 
payment.

9.4	Notices.  Except as otherwise provided, all 
notices, requests and demands hereunder shall be (a) made to 
Lender at its address set forth in Section 10.6(a) and to 
Borrower at its chief executive office set forth in Section 
10.6(d), or to such other address as either party may designate 
by written notice to the other in accordance with this 
provision, and (b) deemed to have been given or made: if by 
hand, immediately upon delivery; if by telex, telegram or 
telecopy (fax), immediately upon receipt; if by overnight 
delivery service, one day after dispatch; and if by first class 
or certified mail, three (3) days after mailing.

9.5	Severability.  If any provision of this Agreement 
is held to be invalid or unenforceable, such provision shall not 
affect this Agreement as a whole, but this Agreement shall be 
construed as though it did not contain the particular provision 
held to be invalid or unenforceable.

9.6	Entire Agreement; Amendments; Assignments.  This 
Agreement and the Promissory Note referred to in Section 2, 
contain the entire agreement of the parties as to the subject 
matter hereof, all prior commitments, proposals and negotiations 
concerning the subject matter hereof being merged herein. 
Neither this Agreement nor any provision hereof shall be 
amended, modified or discharged orally or by course of conduct, 
but only by a written agreement signed by an authorized officer 
of Lender. This Agreement shall be binding upon and inure to the 
benefit of each of the parties hereto and their respective 
successors and assigns, except that any obligation of Lender 
under this Agreement shall not be assignable nor inure to the 
successors and assigns of Borrower.

9.7	Discharge of Borrower.  No termination of this 
Agreement shall relieve or discharge Borrower of its 
Obligations, grants of Collateral, duties and covenants 
hereunder or otherwise until such time as all Obligations to 
Lender have been indefeasibly paid and satisfied in full, 
including, without limitation, the continuation and survival in 
full force and effect of all security interests and liens of 
Lender in and upon all then-existing and thereafter-arising or 
acquired Collateral and all warranties and waivers of Borrower.

9.8	Usage.  All terms used herein which are defined 
in the Uniform Commercial Code shall have the meanings given 
therein unless otherwise defined in this Agreement and all 
references to the singular or plural herein shall also mean the 
plural or singular, respectively.

9.9	Governing Law.  This Agreement shall be governed 
by and construed in accordance with the laws of the State in 
which the office of Lender set forth in Section 10.6(a) below is 
located (the "Applicable State") (without regard to the 
Applicable State's conflicts of laws principles) except that 
Borrower specifically consents to the applicability of New 

                              15
<PAGE>

Jersey law (without regard to New Jersey conflicts of laws 
principles) with respect to Lender's exercise and enforcement of 
the remedy of confession of judgment by warrant of attorney set 
forth in the Warrant of Attorney to Confess Judgment executed 
contemporaneously herewith and Borrower expressly waives any 
defense which Borrower may have against the enforcement by 
Lender of the confession of judgment remedy, based upon any 
theory of law or equitable principle whatsoever, including, 
without limitation, any claim by Borrower that the governing 
laws of the Applicable State may not permit the entry of 
judgment by confession.

SECTION 10.	ADDITIONAL DEFINITIONS AND TERMS

10.1  	Intentionally Left Blank
10.2	  Term Loan:

      	$750,000.00, payable in thirty-five (35) equal 
       consecutive monthly principal installments of 
       $12,500.00 and one final installment of the 
       entire unpaid principal  balance thereof, as more 
       fully set forth in the Promissory Note.

10.3	  Intentionally Left Blank

10.4	  Interest, Fees & Charges:
		     (a)	Interest Rate:  Prime Rate plus three 
           percent (3%) per annum.

      	(b)	Intentionally Left Blank

      	(c)	Closing Fee: 	$15,000.00

      	(d)	Field Examination per diem charge per  
           examiner:  $650.00
	
10.5	  Intentionally Left Blank  

10.6	  (a) 	Lender's Office:	

            10 South LaSalle Street
          		Chicago, Illinois  60603
	
       (b)	Lender's Bank:
	
       				Bank of America Illinois	
			       	231 South LaSalle Street 
		         Chicago, Illinois  60697 


       (c)	Borrower:  Cytogen Corporation
	

                         16
<PAGE>

      	(d)	Borrower's Chief Executive Office:

         		600 College Road East
         		Princeton, NJ  08540                
		
      	(e)	Intentionally Left Blank

      	(f)	Borrower's Other Offices and Locations of
	          Collateral:  

          	201 College Road East
          	Princeton, NJ 08540

          	[storage location] [to be completed by 
           Borrower]
	
	      (g)	Borrower's Trade Names for Invoicing:  
           [insert trade names, if any] [to be 						
		        	completed by Borrower]

      	(h)	Judgment Amount: $25,000.00

10.7	  Term: 	Three (3) years

IN WITNESS WHEREOF, and intending to be legally bound, 
Borrower and Lender have duly executed this Agreement this _20th__ 
day of October, 1998.

	THE CIT GROUP/CREDIT FINANCE, INC. 


	By: _/s/ Richard A. Simons
	Name:  Richard A. Simons
	Title: Senior Vice President


	CYTOGEN CORPORATION
	

	By: _/s/ H. Joseph Reiser
		H. Joseph Reiser, President
	


                    SCHEDULE A

                  Permitted Liens


1.	Liens created under this Loan and Security 
Agreement and related documents in favor of the Lender.

2.	Liens upon equipment and machinery granted in 
connection with the acquisition of such equipment and machinery 
by Borrower after the date hereof (including, without 
limitation, pursuant to leases and installment sale contracts), 
provided that:

			(i)	each such lien attaches only to the 
equipment and machinery acquired with the debt secured thereby, 
and

			(ii)	the principal amount of the indebtedness 
secured by any item of equipment or machinery shall not exceed 
100% of the cost thereof (excluding labor).


             __________________________________
                         SCHEDULE B

          Subsidiaries and Joint Venture Partners

              Axcell Biosciences Corporation

      The above does not include dormant subsidiaries
                 ___________________________
 

                         SCHEDULE C

                 Litigation and Violations

1. The Company has been served with a complaint, denominated as 
a class action complaint, relating to its adoption of a 
shareholder rights plan in June, 1998. The lawsuit claims 
primarily that (in a case unrelated to Cytogen) the Delaware 
chancery court has indicated that a particular provision in the 
rights plan may be held inconsistent with Delaware law, that the 
Company's rights plan should be revised, and that the plaintiff 
and his counsel are entitled to an award of aKomeys' fees to the 
extent that it prompted this change. The provision at issue is 
common to rights plans adopted by Delaware corporations, and 
Cytogen is advised that virtually identical suits have been 
filed against a number of Delaware corporations. Cytogen has 
advised the plaintiff s counsel that it believes that the 
provision has not been held invalid; that to the extent the 
provision is held invalid, the rights plan automatically severs 
it from the plan; and that the lawsuit will not benefit the 
stockholders. The plaintiff s counsel has agreed to dismiss the 
lawsuit with no application for fees if the Company revises its 
rights plan. The Board of Directors of the Company will take 
this maker up at its meeting on October. 19, 1998.


                            18
<PAGE>

2. The Company has received a notice from a third parry that it 
believes that the Company's ProstaScint product infringes that 
party's patent related to location of intracellular markers. The 
Company has reviewed the patent claim, does not believe that 
infringement is present, and believes, based on advice of 
counsel, that the third party patent is invalid. An opinion of 
outside patent counsel was obtained during the period of 
development of ProstaScint to the effect that such other patent 
was invalid by reason of fraud The third party patent expires in 
November, 1999. The Company is in discussions with this third 
party toward resolving these issues and does not believe that 
this claim is likely to have a significant adverse effect on the 
Company's financial position or results of operations.

           ______________________________________

                        SCHEDULE D-1

          Jurisdiction of Borrower's Incorporation

                          Delaware
           _______________________________________


                        SCHEDULE D-2

Jurisdictions where Borrower is Required to be Qualified

                          Arkansas
                          California
                          Colorado
                          Delaware
                          Florida
                          Georgia
                          Illinois
                          Maryland
                          Massachusetts
                          Michigan
                          New Jersey
                          New York
                          Ohio
                          Pennsylvania
                          Rhode Island
                          Texas
                          Washington
                          Wisconsin

                              19
<PAGE>

                   CYTOGEN CORPORATION
                   TERM PROMISSORY NOTE


$750,000.00				                            					October 19, 1998

For value received and intending to be legally bound, 
CYTOGEN CORPORATION ("Maker"), a Delaware corporation, hereby 
promises to pay, without set-off or defalcation, to the order of 
THE CIT GROUP/CREDIT FINANCE, INC. ("Payee"), a Delaware 
corporation, at its offices at 10 South LaSalle Street, Chicago, 
Illinois  60603, or such other place as Payee may designate to 
Maker in writing, the principal sum of Seven Hundred and Fifty 
Thousand Dollars ($750,000.00) in lawful money of the United 
States of America, together with interest on the outstanding 
balance thereof at the floating rate per annum set forth below.  
All interest shall be calculated based upon a 360-day year and 
the actual number of days elapsed. 

The principal amount of this Note shall be repaid in 
thirty-five (35) equal consecutive monthly installments of 
Twelve Thousand Five Hundred Dollars ($12,500.00) each, due and 
payable on the first day of each month, commencing on November 
1, 1998 and continuing on the first day of each succeeding 
month.  One final installment of Three Hundred Twelve Thousand 
Five Hundred Dollars ($312,500.00), plus any other unpaid 
principal and accrued and unpaid interest, costs, fees and 
expenses shall be due and payable on October 1, 2001. All 
principal payments hereunder shall be subject to acceleration 
and payment in full upon the occurrence of an Event of Default 
(as hereinafter defined).

This Note shall bear interest on the principal balance 
remaining unpaid from time to time at a floating rate equal to 
the Prime Rate plus three percent (3.00%) per annum (the 
"Interest Rate").  For purposes hereof, the term "Prime Rate" 
means the interest rate per annum publicly announced by The 
Chase Manhattan Bank in New York, New York from time to time as 
its prime rate, whether or not such announced rate is the best 
rate available at such bank.  The Interest Rate under this Note 
shall be increased or decreased as and when the Prime Rate 
changes. Installments of interest shall be due and payable, 
concurrently with each payment of principal, on the first day of 
each month commencing November 1, 1998 and continuing thereafter 
until the principal amount of this Note and all accrued interest 
is paid in full.

At the time any payment is due hereunder, Payee may, 
at its option, charge the amount thereof to any account of Maker 
maintained by Payee or any affiliate of Payee.
The indebtedness evidenced by this Note represents 
advances made by Payee pursuant to Section 2 of a Loan 
and Security Agreement of even date herewith entered into by and 
between Maker and Payee (the "Loan Agreement").  All capitalized 
terms used herein and not otherwise defined shall have the 
meanings ascribed to them in the Loan Agreement.


                             20
<PAGE>

  		Payment of this Note is secured by a first priority 
lien on and security interest in the Collateral.  Payee shall 
not be required to resort to the Collateral for payment, but may 
proceed against Maker and/or any guarantors in such order and 
manner as Payee may choose.

If any payment of principal or interest due hereunder 
shall not be paid on or before the due date thereof, interest 
shall accrue on such overdue amount from the date such payment 
is due at an annual rate equal to the Interest Rate plus two 
percent (2%) ("Default Rate").
Each of the following events (each an "Event of 
Default") shall constitute an event of default hereunder:

(a)  Maker shall fail to pay principal and/or interest 
as aforesaid on or before the date on which it shall fall due 
hereunder or shall fail to perform any of the other terms of 
this Note or any other existing or future financing, security or 
other agreement between Maker and Payee or any affiliate of 
Payee (hereinafter collectively referred to as the "Loan 
Documents").

(b)  The occurrence of an "Event of Default" under the 
Loan Agreement or the other Loan Documents or if the Loan 
Agreement shall expire by its terms, or be terminated or not 
renewed for any reason whatsoever.
Upon the occurrence of an Event of Default, in 
addition to all rights and remedies of Payee under the Loan 
Agreement or other documents executed in connection therewith, 
the entire unpaid principal balance of this Note together with 
interest accrued thereon at the rate hereinbefore specified, and 
all other sums due by Maker hereunder and under the Loan 
Agreement or the other Loan Documents shall, at the option of 
Payee and without notice to Maker, become due and payable 
immediately and payment of the same may be enforced and 
recovered in whole or in part at any time by one or more of the 
remedies provided to Payee in this Note, in the Loan Agreement, 
or the other Loan Documents; and in such case the Payee may also 
recover all costs of suit and other expenses in connection 
therewith, together with reasonable attorneys' fees for 
collection.

The remedies of Payee as provided herein, in the Loan 
Agreement, or in the other Loan Documents shall be cumulative 
and concurrent and may be pursued singly, successively or 
together against the Maker and/or any other obligor and/or 
against the Collateral and/or any other property pledged or 
assigned to Payee as security for this Note, at the sole 
discretion of Payee, and such remedies shall not be exhausted by 
any exercise thereof but may be exercised as often as occasion 
therefor shall occur.

Payee shall not by any act or omission to act be 
deemed to have waived any of its rights or remedies hereunder 
unless such waiver is in writing and signed by Payee, and then 
only to the extent specifically set forth therein. A waiver of 
one event shall not be construed as continuing or as a bar to or 
waiver of any right or remedy on a subsequent event.

Maker hereby waives and releases all errors, defects 
and imperfections in any proceedings instituted by Payee under 
the terms of this Note, the Loan Agreement, the other Loan 
Documents or in connection with the Collateral, as well as all 
benefit that might accrue to Maker by virtue of any present or 

                              21

<PAGE>

future laws exempting any of the property comprising the 
Collateral or any other property, real or personal, or any part 
of the proceeds arising from any sale of such property, from 
attachment, levy or sale under execution, or providing for any 
stay of execution, exemption from civil process or extension of 
time for payment, as well as the right of inquisition on any 
real property that may be levied upon under a judgment obtained 
by virtue hereof, and Maker hereby voluntarily condemns the same 
and authorizes the entry of such voluntary condemnation on any 
writ of execution issued thereon, and agrees that such real 
property may be sold upon any such writ in whole or in part in 
any order desired by Payee.

Maker hereby waives presentment for payment, demand, 
notice of nonpayment, notice of protest and protest of this 
Note, and all other notices in connection with the delivery, 
acceptance, performance, default or enforcement of the payment 
of this Note, and agrees that the liability of Maker shall be 
unconditional without regard to the liability of any other party 
and shall not be in any manner affected by any indulgence, 
extension of time, renewal, waiver or modification granted or 
consented to by Payee; and Maker hereby consents to any and all 
extensions of time, renewals, waivers or modifications that may 
be granted by Payee with respect to the payment or other 
provisions of this Note, and to the release of the Collateral, 
or any part thereof, with or without substitution, and agrees 
that Maker's endorsers, guarantors or sureties may become 
parties hereto without notice to Maker or affecting the Maker's 
liability hereunder.

Notwithstanding anything to the contrary herein 
contained, the total liability of Maker for payment of interest 
pursuant hereto shall not exceed the maximum amount, if any, of 
such interest permitted by applicable law to be contracted for, 
charged or received, and if payments by Maker to Payee include 
interest in excess of such maximum amount, Payee shall apply 
such excess to the reduction of the unpaid principal amount due 
pursuant hereto, or if none is due, such excess shall be 
refunded to Maker.  Any such application or refund shall not 
cure or waive any Event of Default.  In determining whether or 
not any interest payable under this Note or the Loan Agreement 
or with respect to the Collateral exceeds the highest rate 
permitted by law, any non-principal payment (except payments 
specifically stated in this Note to be "interest"), including 
without limitation prepayment premiums and late charges, shall 
be deemed, to the extent permitted by applicable law, to be an 
expense, fee, premium or penalty rather than interest.

If any provision hereof is found by a court of 
competent jurisdiction to be prohibited or unenforceable, it 
shall be ineffective only to the extent of such prohibition or 
unenforceability, and such prohibition or unenforceability shall 
not invalidate the balance of such provision to the extent it is 
not prohibited or unenforceable, nor invalidate the other 
provisions hereof, all of which shall be liberally construed in 
favor of Payee in order to effect the provisions of this Note.

As used herein, the words "Payee" and "Maker" shall be 
deemed and construed to include the respective successors and 
assigns of Payee and the respective successors and permitted 
assigns of Maker.  This Note shall be construed and enforced in 
accordance with and governed by the laws of the State of 
Illinois (without regard to Illinois' conflicts of laws 
principles) except that Maker specifically consents to the 
applicability of New Jersey law (without regard to New Jersey's 
conflicts of laws principles) with respect to Payee's exercise 
and enforcement of the remedy of confession of judgment by 
warrant of attorney set forth in the Warrant of Attorney to 

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<PAGE>

Confess Judgment executed contemporaneously herewith and Maker 
expressly waives any defense which Maker may have against the 
enforcement by Payee of the confession of judgment remedy, based 
upon any theory of law or equitable principle whatsoever, 
including, without limitation, any claim by Maker that the 
governing laws of Illinois may not permit the entry of judgment 
by confession.

IN WITNESS WHEREOF, Maker has duly executed this Note 
as of the day and year first above written.

                    		CYTOGEN CORPORATION



                    		By:_/s/ H. Joseph Reiser_______
                      		 H. Joseph Reiser, President                          
		


STATE OF _NEW JERSEY____	:

COUNTY OF _MIDDLESEX_____	:

On the _19th_ day of October, 1998 before me 
personally came _H. Joseph Reiser, to me known, who, being by me 
duly sworn, did depose and say that he is the President of 
Cytogen Corporation, the corporation described herein and which 
executed the foregoing instrument; that said instrument was 
signed and sealed on behalf of said corporation by authority of 
its board of directors; and that they acknowledged said 
instrument to be the free act and deed of said corporation.

/s/ Sally B. Hansen___________
    Notary Public
    My Commission Expires:	 SALLY B. HANSEN
                         			Notary Public, State of New Jersey 
                      						ID No. 2217403
                      						Qualified in Middlesex County
                     							Commission Expires September 1, 2003			


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