EXHIBIT 10.2


                              CYTOGEN CORPORATION

                  AMENDED AND RESTATED 1999 STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS


1.   Purpose; Effective Date.

     (a) The  purposes  of this Plan are to  further  the  interests  of Cytogen
Corporation  (the "Company") by retaining the services of persons now serving as
non-employee Directors of the Company,  attracting and retaining the services of
persons  capable of serving on the Board of  Directors  of the  Company,  and by
providing  such persons with an incentive  that aligns their  interests with the
interests of the Company's shareholders.

     (b)  This  Plan  will  become  effective  on  approval  of the  Plan by the
affirmative  vote of the majority of shares  present in person or represented by
proxy at a meeting of the  shareholders  of the Company and cast on the proposal
for  approval  of the Plan.

2.   Definitions.

     Whenever used in this Plan, the following  terms will have the meanings set
forth in this Section:

     "Board of Directors" means the Board of Directors of the Company.

     "Cash  Component"  means  director  cash  compensation,  including  but not
limited to annual services fees,  fees payable for board and committee  meetings
attended and fees for committees chaired.

     "Code" means the United States Internal Revenue Code of 1986, as amended.

     "Common  Stock" means the common  stock,  par value $.0l per share,  of the
Company.

     "Compensation  Shares"  means any shares of Common Stock issued to Eligible
Directors  hereunder in payment of such Eligible  Director's  Cash  Component of
compensation.

     "Date of Grant"  means with  respect to any Option the date the Option will
become effective under the provisions of this Plan.

     "Disability"  means  inability  of a Director to engage in any  substantial
gainful  activity  by  reason of a  medically  determinable  physical  or mental
impairment which  reasonably can be expected to last for a continuous  period of
not less than six months.

     "Eligible  Director"  means,  as of any time, a person who is a director of
the Company but is not then an Employee.

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     "Employee"  means any person  employed by the Company  (including,  without
limitation,  a person employed by the Company who is also an officer or director
of the Company).

     "Exchange Act" means the Securities  Exchange Act of 1934, as amended,  and
rules and regulations promulgated thereunder.

     "Exercise Price" means with respect to any Option the price per share which
must be paid upon exercise of the Option.

     "Fair Market  Value" means (i) if the Common Stock is traded in a market in
which actual  transactions are reported,  the average of the high and low prices
at which the Common Stock is reported to have traded on the relevant date in all
markets  on which  trading in the Common  Stock is  reported,  or if there is no
reported sale of the Common Stock on the relevant  date, the mean of the highest
reported bid price and lowest  reported  asked price for the Common Stock on the
relevant date,  (ii) if the Common Stock is Publicly  Traded but only in markets
in which there is no reporting of actual  transactions,  the mean of the highest
reported bid price and the lowest  reported  asked price for the Common Stock on
the relevant  date,  or (iii) if the Common Stock is not  Publicly  Traded,  the
value of a share  of  Common  Stock as  determined  by the  most  recent  annual
valuation  prepared  by an  independent  expert at the  request  of the Board of
Directors.

     "Major Event" means when (i) the Company enters into one or more definitive
agreements to merge or consolidate the Company with or into another corporation,
or to sell or otherwise  dispose of all or  substantially  all of the  Company's
assets,  or to effect any other  transaction,  consolidation  or  reorganization
having similar results or effect; (ii) any person other than the Company makes a
tender or  exchange  offer for more than 50% of Common  Stock  pursuant to which
purchases  of any amount of Common Stock are made;  or (iii) stock  representing
more than 50% of the voting power of the Company is acquired by any person other
than the  Company  in any one or more  transactions  occurring  in any  24-month
period.

     "Option" means any option granted under this Plan.

     "Option Agreement" means an agreement, in such form as may be determined by
the Board of Directors or the  Committee,  executed and delivered by the Company
to the holder of any Option with respect to that option.

     "Option  Shares" means,  with respect to any Option,  the maximum number of
shares of Common  Stock  which may be  acquired  under the  option  prior to its
expiration.

     "Plan" means the Cytogen  Corporation  1999 Directors Stock Option Plan, as
amended.

     "Publicly Traded" means, with respect to any class of stock, that the class
of stock  is  required  to be  registered  under  Section  12 of the  Securities
Exchange  Act of 1934,  as  amended,  or that  stock of that class has been sold
within the preceding 12 months in an underwritten public offering.

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     "Termination  of Service" means the time when a Director ceases to serve as
a  Director  for  any  reason,   including  without   limitation  by  reason  of
resignation, retirement, removal, death or Disability.

3.   Administration of the Plan.

     (a)  The  Compensation   Committee  of  the  Board  of  Directors  will  be
responsible for the  administration of this Plan. The Committee shall consist of
two or more  non-employee  directors of the Company who meet the  definition  of
"outside  director"  under the  provisions of Section 162(m) of the Code and the
definition of "non-employee  director" under the provisions of the Exchange Act.
No member of the Committee  shall have been within one year prior to appointment
to, or while serving on, the Committee  granted or awarded equity  securities of
the  Company  pursuant  to this or any other plan of the  Company  except to the
extent that participation in any such plan or receipt of any such grant or award
would not adversely  affect the  Committee  member's  status as a  "non-employee
director" or as an "outside director".

     (b) The  Committee  shall  (i)  determine  or  provide  for the  terms  and
conditions of the issuance of Compensation Shares, if so authorized by the Board
of Directors, or grant Agreements, and all election and other forms, which terms
and conditions shall not be inconsistent with this Plan, (ii) interpret the Plan
and (iii) make all other  decisions  relating to the operation of the Plan.  The
Committee  may  adopt  such  rules  or  guidelines  as it deems  appropriate  to
implement the Plan. The Committee's determinations under the Plan shall be final
and binding on all persons.

     (c) No member of the Board of Directors or of any committee of the Board of
Directors shall be liable for any act or omission of the Board or any committee,
or of any other member of the Board or any committee, or for any act or omission
on his own part, in connection  with the  administration  of this Plan unless it
resulted  from the  member's  own willful  misconduct.

 4.  Persons  Eligible to Receive Options and Compensation Shares.

     Options  and  Compensation   Shares  shall  be  granted  only  to  Eligible
Directors.

5.   Stock Subject to the Plan.

     The  maximum  number  of  shares of  Common  Stock as to which  Options  or
Compensation  Shares may be granted or issued under this Plan is 500,000 shares,
subject to  adjustment  as provided in Section 8. If any Option or  Compensation
Share expires or is cancelled,  surrendered or forfeited without being exercised
in full (with  respect to Options),  the number of shares as to which the Option
is not exercised, or Options or Compensation Shares are canceled, surrendered or
forfeited, will once again become shares as to which new Options or Compensation
Shares may be granted.  The Common  Stock  which is issued upon the  exercise of
Options or issued as  Compensation  Shares may be authorized but unissued shares
or shares which have been issued and  reacquired  by the  Company.


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6. Grants of Options or Compensation  Shares.

     (a) Each person who is newly-elected a director of the Company at an annual
meeting of the  stockholders  of the Company,  such person having not previously
served as a director  of the  Company  and such  person  then being an  Eligible
Director,  shall, as of the date of such annual meeting, be granted an Option to
purchase  twenty thousand  (20,000)  shares of Common Stock.  In addition,  each
person who is  appointed a director  of the  Company  after the date of the most
recent annual  meeting of the  stockholders  of the Company,  and is an Eligible
Director as of such date,  shall be granted on such date an Option to purchase a
pro rata portion of twenty thousand (20,000) shares of Common Stock,  based upon
the number of full months  remaining from the date of appointment  until the one
year anniversary month of such preceding annual meeting.

     (b) Effective on approval of the Plan by the shareholders,  each person who
is on that date an  Eligible  Director  shall be granted  an Option to  purchase
twenty one thousand (21,000) shares of Common Stock (the "Initial Option").

     (c) Each person who is  appointed a director of the Company  after the date
of approval of the Plan by the  Shareholders  and is an Eligible  Director as of
such date  shall be  granted  an Option to  purchase  a pro rata  portion of ten
thousand  (10,000) shares of Common Stock,  based upon the number of full months
remaining from the date of election until the one year anniversary  month of the
preceding annual meeting, as of the effective date of their appointment.

     (d) On the day following  each annual  meeting of the  stockholders  of the
Company,  commencing  with the 2000 annual  meeting,  each person who is on that
date an Eligible Director and was re-elected at that meeting shall be granted an
Option to purchase 10,000 shares of Common Stock. In addition, a Chairman of the
Board of Directors,  unless the  Compensation  Committee of the Board determines
otherwise, shall receive an additional grant of fifteen thousand (15,000) shares
of Common Stock.

     (e) Eligible  Directors shall receive,  at the sole discretion of and after
formal action by the Board of Directors,  Compensation  Shares in such number of
shares of Common Stock that is equal to each respective Eligible Director's Cash
Component  compensation divided by the Fair Market Value of the Company's Common
Stock as of the date of issuance of such Compensation  Shares, which shall be no
earlier  than the date on  which  the  applicable  Cash  Component  compensation
becomes due and payable by the Company,  subject to the terms and conditions set
forth  herein.  Compensation  Shares  shall not be issued for  services  not yet
rendered by an Eligible Director to the Company.

     (f)  Subject to Section  6(e)  hereof,  Eligible  Directors  shall  receive
Compensation  Shares in lieu of the Cash  Component of such Eligible  Director's
compensation until at least such time as: (i) such Eligible Director owns twenty
thousand  (20,000) shares of the Company's  Common Stock,  excluding  options or
other  rights  to  acquire  shares  of  the  Company's  Common  Stock,   whether
exercisable or unexercisable;  or (ii) if fewer than 20,000 shares are so owned,
such  smaller  number of shares  having a Fair Market  Value of in excess of one
hundred thousand dollars ($100,000),  excluding the value, if any, of options to
purchase Common Stock, whether exercisable or unexercisable,  or other rights to
acquire Common Stock of the Company.

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     (g) Upon  achieving  either  of the  milestones  (i) or (ii)  set  forth in
Section  6(f) hereof,  each such  Eligible  Director  may, at his or her option,
elect  to  cease  receiving  his or her  Cash  Component  to  which he or she is
entitled in shares of Common Stock under the Plan; provided,  however, that such
Eligible  Director must make such election by providing  notice of such election
to the Company.

     (h)  Each  Option   provided  for  in  this  Section  6  shall  be  granted
automatically and without further action by the Company,  the Board of Directors
or the Company's  stockholders.  Promptly after the Date of Grant of each Option
provided for in this Section 6, the Company  shall cause an Option  Agreement to
be executed and  delivered to the holder of the Option.  No other Options may be
granted at any time under this Plan.

7.   Option and Compensation  Shares  Provisions.

     (a) Exercise  Price.  The Exercise Price of the Initial Option will be 200%
of the Fair Market Value of the Common Stock on the Date of Grant of the Option.
The Exercise  Price of each Option other than the Initial Option will be 100% of
the Fair  Market  Value of the Common  Stock on the Date of Grant of the Option.
The Committee may not reduce the Exercise  Price of any Option granted under the
Plan.

(b)  Term;  Vesting.

     (i)  No Option  granted under this Plan may be exercised more than 10 years
          after the Date of Grant of the option.

     (ii) Except as provided in Sections  7(b)(iii),  7(f),  7(g) and 7(h),  the
          Initial  Option  shall  become  exercisable  in  one-third  increments
          annually on the first,  second, and third anniversaries of the Date of
          Grant,  and  Options  other  than  the  Initial  Option  shall  become
          exercisable in full on the first anniversary of the Date of Grant.

     (iii)Upon  the  occurrence  of a  Major  Event,  all of the  Option  Shares
          covered by an Option shall become  immediately  available for purchase
          upon exercise of the option,  without regard to the vesting provisions
          of Section 7(b)(ii).

     (c) Exercise of Options.  An Option may be exercised in whole or in part at
any time,  or from time to time,  during its term.  To exercise  an Option,  the
person  exercising  the Option must  deliver to the  Company,  at its  principal
office:

     (i)  a notice of exercise of the Option,  which  states the extent to which
          the option is being exercised; and

     (ii) payment  in full in cash,  which may be  satisfied  by a check,  in an
          amount equal to the  Exercise  Price of the option times the number of
          shares as to which it is being exercised.

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    (d) Delivery of Stock  Certificates.  As promptly as  practicable  after an
option is  exercised  or  Compensation  Shares  become  payable  to an  Eligible
Director,  the Company will deliver to the person who exercises the Option or is
owed such  Compensation  Shares,  certificates  registered in that person's name
representing  the number of shares of Common  Stock which were  purchased by the
exercise of the option or grant of  Compensation  Shares in payment for services
rendered.  Each certificate may bear a legend to indicate,  if applicable,  that
the Common Stock  represented  by the  certificate  was issued in a  transaction
which was not registered  under the Securities Act of 1933, as amended,  and may
only be sold or transferred in a transaction  which is registered under that Act
or is exempt from the registration requirements of that Act.

    (e)  Nontransferability

     (i)  Options.  During the lifetime of a person to whom an option is issued,
          the Option may be exercised only by that person or his or her guardian
          or legal  representative.  An Option may not be  assigned,  pledged or
          hypothecated  in any way, will not be subject to  execution,  and will
          not be transferable  otherwise than by will or the laws of descent and
          distribution.  The Company will not  recognize  any attempt to assign,
          transfer,  pledge,  hypothecate  or  otherwise  dispose  of an  option
          contrary to the provisions of this Plan, or any levy of any attachment
          or similar process upon any Option, and, except as expressly stated in
          this Plan,  the Company will not be required  to, and will not,  issue
          Common  Stock on  exercise  of an option to anyone  who claims to have
          acquired that option from the person to whom it was granted.

     (ii) Compensation  Shares.  For one  year  after  the date of  issuance  of
          Compensation Shares to any Eligible Director, such Compensation Shares
          shall not be transferable by such Eligible  Director.  During this one
          year  period,  Compensation  Shares  may not be  assigned,  pledged or
          hypothecated in any way, and will not be  transferable  otherwise than
          by will or the laws of descent and distribution.  The Company will not
          recognize  any attempt to assign,  transfer,  pledge,  hypothecate  or
          otherwise dispose of Compensation Shares contrary to the provisions of
          this Plan, or any levy of any  attachment or similar  process upon any
          Compensation Shares, and, except as expressly stated in this Plan, the
          Company  will not be  required  to, and will not,  remove any  related
          restrictive  legend from the  Compensation  Shares until such one year
          period has expired.  The Compensation  Shares shall bear a restrictive
          legend  evidencing  such  lock-up  (the  "Lock-up  Legend").  Upon the
          expiration of such one year lock-up period, Compensation Share s shall
          become fully  transferable by the holder,  subject to the terms of the
          Securities  Act of 1933,  as amended and state  securities  laws.  The
          Company shall take reasonable  steps to remove the Lock-up Legend from
          the Compensation  Shares within a reasonable time after the expiration
          of  such   period   upon  the   request  of  an   Eligible   Director.
          Notwithstanding such lock-up provision, upon the occurrence of a Major
          Event,  all of the  Compensation  Shares issued  hereunder to Eligible
          Directors  shall be  treated in a like  manner as are the  outstanding
          shares of the Company's Common Stock upon the occurrence of such Major
          Event.

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     (f) Termination of Service of Director Holding an Option Other Than Because
of Death or Disability.  Subject to the provisions of Sections 7(b) and 7(h), if
there is a  Termination  of  Service  of a  director  to whom an Option has been
granted,  other  than by  reason  of the  director's  death  or  disability,  or
retirement,  each Option held by the director may be exercised until the earlier
of (x) the end of the  three-month  period  immediately  following  the  date of
Termination of service, or (y) the expiration of the term of the option.

     (g) Death or Disability of Director Holding an Option.  Notwithstanding the
provisions of Section  7(b), if there is a Termination  of Service of a director
to whom an  option  has  been  granted  by  reason  of the  director's  death or
disability,  or a former director dies within three months following the date of
his or her Termination of Service,  each option held by the Director on the date
of the  Director's  Termination  of Service may be exercised  in full (i.e.,  in
respect of up to 100% of the Option shares, regardless of the time elapsed since
the Date of  Grant)  until the  earlier  of (x) the end of the  one-year  period
immediately  following the date of  Termination of service or (y) the expiration
of the term of the option. In the event of an Eligible  Director's death, all of
such person's  outstanding Options will transfer to the maximum extent permitted
by law to such person's designated Beneficiary. Each Eligible Director may name,
from  time to  time,  any  beneficiary  or  beneficiaries  (which  may be  named
contingent ly or  successively)  as his or her  Beneficiary for purposes of this
Plan. Each  designation  shall be on a form  prescribed by the Company,  will be
effective  only when delivered to the Company and when effective will revoke all
prior designations by the Eligible  Director.  If an Eligible Director dies with
no such  beneficiary  designation  in  effect,  such  person's  Options  will be
transferable  by will  or  pursuant  to the  laws of  descent  and  distribution
applicable to such person.

     (h)  Retirement or  Resignation.  If there is a Termination of Service of a
Director by reason of the Director's retirement or resignation at any time after
the  Director  has  reached age 55 with a minimum of three  years'  service as a
non-employee  director,  each  Option  held by the  Director  on the date of the
Director's  Termination of Service may be exercised in full (i.e., in respect of
up to 100% of the Option  Shares,  regardless of the time elapsed since the Date
of Grant)  until the earlier of (x) the end of the five year period  immediately
following the date of  Termination  of Service or (y) the expiration of the term
of the option.

8.   Recapitalization, reorganizations, stock splits and the like.

     (a) The existence of outstanding  Options or Compensation  Shares shall not
affect in any way the right or power of the Company or its  stockholders to make
or authorize any or all adjustments, recapitalizations, reorganizations or other
changes in the Company's  capital  structure or its  business,  or any merger or
consolidation of the Company,  or any issue of bonds,  debentures,  preferred or
prior  preference  stock ahead of or  affecting  the Common  Stock or the rights
thereof,  or the  dissolution  or  liquidation  of the  Company,  or any sale or
transfer of all or any part of its assets or business or any other corporate act
or  proceeding,   whether  of  a  similar  character  or  otherwise.  Except  as
hereinafter  expressly provided,  the issue by the Company of shares of stock of
any class, or securities convertible into shares of stock of any class, for cash
or  property,  or for labor or  services  either  upon  direct  sale or upon the


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<PAGE>
exercise of rights or warrants to subscribe therefor, or on conversion of shares
or obligations o f the Company convertible into such shares or other securities,
shall not affect, and no adjustment by reason thereof shall be made with respect
to,  the  number,  class or price of shares  of Common  Stock  then  subject  to
outstanding options.

     (b) If as a result of any (i)  reorganization or liquidation of the Company
or (ii)  reclassification  of the Company's capital stock,  stock splits,  stock
splits  in  the  form  of   dividends,   reverse   stock   splits,   or  similar
recapitalizations  of the  Company,  or (iii)  consolidation  or  merger  of the
Company with or into another  corporation,  or sale of all or substantially  all
the assets of the Company (a  reorganization  or  liquidation  of the Company or
reclassification  of the Company's capital stock, or a merger,  consolidation or
sale of the type described in this subsection  being a "Corporate  Transaction")
while an Option is outstanding,  the holders of the Common Stock become entitled
to receive with respect to their Common Stock,  securities or assets other than,
or in addition to, their Common  Stock,  upon exercise of that Option the holder
will receive what the holder  would have owned if the holder had  exercised  the
Option immediately  before the first Corporate  Transaction which occurred while
the option was outstan  ding and had not  disposed of anything  the holder would
have  received as a result of that and all  subsequent  Corporate  Transactions.
Compensation Shares shall be adjusted in the same manner as the Company's Common
Stock in all events.

9.   Rights of Option  Holder.

     The holder of an Option will not have any rights as a stockholder by reason
of holding that Option. Upon exercise of an Option, the holder will be deemed to
acquire the rights of a stockholder when, but not before, the issuance of Common
Stock as a result  of the  exercise  is  recorded  in the stock  records  of the
Company.

10.  Laws and Regulations.

     The obligation of the Company to sell and deliver shares of Common Stock on
exercise of options or upon the issuance of Compensation  Shares will be subject
to the condition  that legal counsel for the Company be satisfied  that the sale
and delivery will not violate the  Securities  Act of 1933,  as amended,  or any
other applicable laws, rules or regulations.

11.  Reservation of Shares.

     The Company  will at all times keep  reserved  for  issuance on exercise of
options a number of authorized but unissued or reacquired shares of Common Stock
equal to the  maximum  number of shares the  Company may be required to issue on
exercise of  outstanding  options  (assuming  no  subsequent  adjustments  under
Section 8).

12.  Amendment of the Plan.

     The  Board of  Directors  may at any time and from  time to time  modify or
amend  this Plan in any  respect  effective  at any date the Board of  Directors
determines;  provided,  that  without the  approval of the  stockholders  of the
Company  the Board of  Directors  may not,  (i) except as provided in Section 8,

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increase  the  maximum  number of shares of Common  Stock which may be issued on
exercise of Options or the payment of  Compensation  Shares  granted  under this
Plan;  (ii) change the  provisions  of Section 6 or Section 7; (iii)  change the
categories of persons  eligible to receive options or Compensation  Shares under
this Plan; or (iv)  otherwise  materially  increase  (within the meaning of Rule
16b-3  of  the  Exchange  Act)  the  benefits   accruing  under  this  Plan.  No
modification  or amendment of this Plan will,  without the consent of the holder
of an outstanding Option or Compensation  Shares,  adversely affect the holder's
rights  under  that  Option  or  with  respect  to  such  Compensation   Shares.
Notwithstanding approval by shareholde rs, the Board may amend this Plan without
further shareholder approval to add provisions required or enabled by changes to
Rule 16b-3.

13.  Termination of the Plan.

     This Plan will terminate on June 16, 2009,  unless sooner  terminated.  The
Board of Directors  may suspend or terminate  this Plan at any time or from time
to time, but no such action may adversely  affect the rights of a person holding
an outstanding  Option or Compensation  Share. The applicable terms of the Plan,
and any terms and  conditions as applicable  to Options or  Compensation  Shares
granted  prior to such  date,  shall  survive  the  termination  of the Plan and
continue to apply to such Options or Compensation Shares.




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