Exhibit 10.17 - 1997 INCENTIVE AND NON-INCENTIVE STOCK OPTION PLAN
                OF CISTRON BIOTECHNOLOGY, INC.


        1. Purpose of Plan. The purpose of this Incentive and Non-
Incentive Stock Option Plan ("Plan") is to further the growth 
and development of Cistron Biotechnology, Inc. ("Company") and 
any subsidiaries thereof by encouraging selected employees, 
directors and other persons who contribute and are expected to 
contribute materially to the Company's success to obtain a 
proprietary interest in the Company through the ownership of 
stock, thereby providing such persons with an added incentive to 
promote the best interests of the Company and affording the 
Company a means of attracting to its service persons of 
outstanding ability.

        2. Definition of "Outside Director".  As defined in Regulation
Section 1.162-27(e)(3) of the Internal Revenue Code of 1986, as amended 
(the "Code"), an "Outside Director" is a director of the Company 
that: (a) is not a current employee of the Company; (b) is not a 
former employee of the Company who receives compensation for 
prior services (other than benefits under a tax-qualified 
retirement plan) during the taxable year; (c) has not been an 
officer of the Company; and (d) does not receive remuneration 
(including any payment in exchange for goods or services, and 
other than de minimis remuneration, as defined by such 
Regulation) from the Company, either directly or indirectly, in 
any capacity other than as a director.  Notwithstanding anything 
in this Plan to the contrary, the Committee (as hereinafter 
defined) shall at all times be composed solely of two or more 
Outside Directors.

        3. Stock Subject to the Plan.  An aggregate of 1,200,000  
shares of the Company's Common Stock, $.01 par value ("Common Stock") 
subject, however, to adjustment or change pursuant to paragraph 
12 hereof, shall be reserved for issuance upon the exercise of 
options which may be granted from time to time in accordance 
with the Plan ("Options").  Such shares may be, in whole or in 
part, as the Stock Option and Compensation Committee 
("Committee") of the Board of Directors ("Board") shall from 
time to time determine, authorized but unissued shares or issued 
shares which have been reacquired by the Company.  If, for any 
reason, an Option shall lapse, expire or terminate without 
having been exercised in full, the unpurchased shares covered 
thereby shall again be available for purposes of the Plan.

        4. Administration.  The Plan shall be administered by the 
Committee, which shall have sole authority in its discretion to 
determine the persons to whom, and the time or times at which, 
Options shall be granted; the number of shares to be subject to 
each such Option; the provisions regarding exercisability of 
each Option; the expiration date of each Option; whether all or 
any portion of the Options shall be incentive stock options 
("Incentive Options") qualifying under Section 422A of the Code 
or stock options which do not so qualify ("Non-Incentive 
Options"); whether each Option shall have a "cashless-exercise" 
provision; whether a Non-Incentive Option shall have limited 
transferability as permitted under the Plan; and whether a Non-
Incentive Option granted to a non-employee shall terminate 
following the non-employee's termination of engagement in 
performing services for the Company pursuant to Section 10 of 
the Plan.  Both Incentive Options and Non-Incentive Options may 
be granted to the same person at the same time provided each 
type of Option is clearly designated.  In making such 
determinations, the Committee may take into account the nature 
of the services rendered by such persons, their present and 
potential contribution to the Company's success and such other 
factors as the Committee in its sole discretion may deem 
relevant.  Subject to the express provisions of the Plan, the 
Committee shall also have authority to interpret the Plan; to 
prescribe, amend and rescind rules and regulations relating 
thereto; to determine the terms and provisions of the respective 
Option Agreements, which shall be substantially in the forms 
attached hereto as Exhibit A and Exhibit B; to amend the 
provisions of outstanding Options to provide for accelerated 
exercisability or the extension of the expiration date of such 
Options; and to make all other determinations necessary or 
advisable for the administration of the Plan, all of which 
determinations shall be conclusive and not subject to review.

        5. Eligibility for Receipt of Options.

        (a) Incentive Options.   Incentive Options may be 
granted only to employees (including officers) of the Company 
and/or any of its subsidiaries.  A director of the Company or 
any subsidiary who is not an employee of the Company or of one 
of its subsidiaries is not eligible to receive Incentive Options 
under the Plan.  Further, Incentive Options may not be granted 
to any person who, at the time the Incentive Option is granted, 
owns (or is considered as owning within the meaning of Section 
424(d) of the Code) stock possessing more than 10% of the total 
combined voting power of all classes of stock of the Company or 
any subsidiary (10% Owner), unless at the time the Incentive 
Option is granted to the 10% Owner, the option price is at least 
110% of the fair market value of the Common Stock subject 
thereto and such Incentive Option by its terms is not 
exercisable subsequent to five years from the date of grant.  
The aggregate fair market value (determined as of the time an 
Incentive Option is granted) of the shares of the Company's 
Common Stock initially purchasable upon exercise of an Incentive 
Option during any calendar year may not exceed $100,000.

        (b) Non-Incentive Options. Non-Incentive Options may be 
granted to any employees (including employees who have been 
granted Incentive Options), directors, consultants, agents, 
independent contractors and other persons whom the Committee 
determines will contribute to the Company's success.

        (c) The maximum number of shares that may be subject to 
options under this Plan granted during any calendar year to any 
employee of the Company is 400,000 shares.

        (d) In the event an outstanding Incentive Option or a 
portion thereof no longer qualifies as an incentive stock option 
under Section 422A of the Code, such Option or portion thereof, 
as applicable, thereafter shall be deemed a Non-Incentive Option 
under the Plan.

        6. Option Price.  The purchase price of the shares of Common 
Stock under each Option shall be determined by the Committee, 
which determination shall be conclusive and not subject to 
review, but in no event shall the purchase price be less than 
100% of the fair market value of the Common Stock on the date of 
grant in the case of Incentive Options (110% of fair market 
value in the case of Incentive Options granted to a 10% Owner) 
and 85% of the fair market value of the Common Stock on the date 
of the grant in the case of Non-Incentive Options.

	For purposes of the Plan, unless the Committee determines 
otherwise, the "fair market value" of a share of Common Stock as 
of a certain date shall be the closing sale price of the Common 
Stock on The Nasdaq Stock Market (or the Nasdaq Electronic 
Bulletin Board) or, if the Common Stock is not then traded on 
The Nasdaq Stock Market (or quoted on the Nasdaq Electronic 
Bulletin Board), such national securities exchange on which the 
Common Stock is then traded, on the trading date immediately 
preceding the date the fair market value is being determined.  
The Committee may make such other determination of fair market 
value, based on other factors, as it shall deem appropriate.

	For purposes of the Plan, the date of grant of an Option 
shall be the date on which the Committee shall by resolution 
duly authorize such Option.

        7. Term of Options.  The term of each Option shall be such 
number of years as the Committee shall determine, subject to earlier 
termination as herein provided, but in no event more than ten 
years from the date the Option is granted.

        8. Exercise of Options.  Each Option shall be exercisable 
to the extent determined by the Committee, but in no event shall an 
Option be exercisable until at least six months from the date of 
grant.

        (a) An Option may not be exercised for fractional shares 
of the Company's Common Stock.

        (b) Except as provided in paragraphs 9, 10 and 11 here-
of, and unless determined otherwise by the Committee with 
respect to Non-Incentive Options granted to non-employees, no 
Option shall be exercisable unless the holder thereof shall have 
been an employee, director, consultant, agent, independent 
contractor or other person employed by or engaged in performing 
services for the Company and/or a subsidiary continuously from 
the date of grant to the date of exercise.

        (c) The exercise of an Option shall be contingent upon 
receipt from the holder thereof of a written representation that 
at the time of such exercise it is the optionee's then present 
intention to acquire the Option shares for investment and not 
with a view to the distribution or resale thereof (unless a 
Registration Statement covering the shares purchasable upon 
exercise of the Options shall have been declared effective by 
the Securities and Exchange Commission) and upon receipt by the 
Company of cash, or a check to its order, for the full purchase 
price of such shares. The Committee may, in its discretion, 
include a "cashless exercise" provision in the applicable Option 
Agreement, in which event the optionee will be permitted to 
deliver previously owned shares of Common Stock with a fair 
market value equal to the exercise price in payment of the full 
purchase price of such shares, provided such shares, if 
purchased upon exercise of a stock option, shall have been held 
for at least six months.

        (d) The holder of an Option shall have none of the 
rights of a stockholder with respect to the shares purchasable 
upon exercise of the Option until a certificate for such shares 
shall have been issued to the holder upon due exercise of the 
Option.

        (e) The proceeds received by the Company upon exercise 
of an Option shall be added to the Company's working capital and 
be available for general corporate purposes.

        9. Transferability of Options.  No Option granted pursuant 
to the Plan shall be transferable otherwise than by will or the laws 
of descent or distribution and an Option may be exercised during 
the lifetime of the holder only by such holder, provided, 
however, that the Committee may provide in the Option Agreement 
for transferability of a Non-Incentive Option to an optionee's 
family members or family trusts.

        10. Termination of Employment or Engagement.

        (a) Except as provided in paragraph (b) below, in the 
event the employment of the holder of an Option shall be 
terminated by the Company or a subsidiary for any reason other 
than by reason of death or disability, or the engagement of a 
non-employee holder of a Non-Incentive Option shall be 
terminated by the Company or a subsidiary for any reason, such 
holder may, within three months from the date of such 
termination, exercise such Option to the extent such Option was 
exercisable by such holder at the date of such termination.  
Notwithstanding the foregoing, no Option may be exercised 
subsequent to the date of its expiration.  Absence on leave 
approved by the employer corporation shall not be considered an 
interruption of employment for any purpose under the Plan.  In 
addition, at the discretion of the Committee, the exercisability 
of an outstanding Non-Incentive Option may be extended to a date 
determined by the Committee but not beyond ten years from the 
date of grant.

        (b) The Committee may, in its discretion, at the time of 
grant or by amending the applicable outstanding Non-Incentive 
Option, delete the foregoing termination provision with respect 
to a Non-Incentive Option granted to a non-employee of the 
Company or its subsidiaries.

        (c) Nothing in the Plan or in any Option Agreement 
granted hereunder shall confer upon any Optionholder any right 
to continue in the employ of the Company or any subsidiary or 
obligate the Company or any subsidiary to continue the 
engagement of any Optionholder or interfere in any way with the 
right of the Company or any such subsidiary to terminate such 
Optionholder's employment or engagement at any time.

        11. Disability of Holder of Option.  If the employment of
the holder of an Option shall be terminated by reason of such 
holder's disability, such holder may, within twelve months from 
the date of such termination, exercise such option to the extent 
such Option was exercisable by such holder at the date of such 
termination.  Notwithstanding the foregoing, no Option may be 
exercised subsequent to the date of its expiration.

        12. Death of Holder of Option.  If the holder of any Option 
shall die while in the employ of, or while performing services 
for, the Company or one or more of its subsidiaries (or within 
six months following termination of employment due to 
disability), the Option theretofore granted to such person may 
be exercised, but only to the extent such Option was exercisable 
by the holder at the date of death (or, with respect to 
employees, the date of termination of employment due to 
disability) by the legatee or legatees of such person under such 
person's Last Will, or by such person's personal representative 
or distributees, within twelve months from the date of death but 
in no event subsequent to the expiration date of the Option.

        13. Adjustments Upon Changes in Capitalization. If at any 
time after the date of grant of an Option, the Company shall by stock 
dividend, split-up, combination, reclassification or exchange, 
or through merger or consolidation or other-wise, change its 
shares of Common Stock into a different number or kind or class 
of shares or other securities or property, then the number of 
shares covered by such Option and the price per share thereof 
shall be proportionately adjusted for any such change by the 
Committee whose determination thereon shall be conclusive.  

        14. Acceleration of Exercisability Upon Change in Control.       
Upon the occurrence of a "change in control" of the Company (as 
defined below), all outstanding Options shall become immediately 
fully exercisable.  For purposes of the Plan, a "change in 
control" of the Company shall mean (i) the acquisition at any 
time by a "person" or "group" (as such terms are used Sections 
13(d) and 14(d)(2) of the Exchange Act of beneficial ownership 
(as defined in Rule 13d-3 under the Exchange Act), directly or 
indirectly, of securities representing 50% or more of the 
combined voting power in the election of directors of the then 
outstanding securities of the Company or any successor or the 
Company; (ii) the termination of service of directors, for any 
reason other than death, disability or retirement from the 
Board, during any period of two consecutive years or less, of 
individuals who at the beginning of such period constituted a 
majority of the Board, unless the election of or nomination for 
election of each new director during such period was approved by 
a vote of at least two-thirds of the directors still in office 
who were directors at the beginning of the period; (iii) 
approval by the stockholders of the Company of any merger, 
consolidation, or statutory share exchange as a result of which 
the Common Stock shall be changed, converted or exchanged (other 
than a merger, consolidation or share exchange with a wholly-
owned Subsidiary) or liquidation of the Company or any sale or 
disposition of 80% or more of the assets or earning power or the 
Company; or (iv) approval by the stockholders of the Company of 
any merger, consolidation, or statutory share exchange to which 
the Company is a party  as a result of which the persons who 
were stockholders immediately prior to the effective date of the 
merger, consolidation or share exchange shall have beneficial 
ownership of less than 50% of the combined voting power in the 
election of directors of the surviving corporation; provided, 
however, that no change in control shall be deemed to have 
occurred if, prior to such time as a change in control would 
otherwise be deemed to have occurred, the Committee deems 
otherwise.

        15. Vesting of Rights Under Options. Neither anything 
contained in the Plan nor in any resolution adopted or to be 
adopted by the Committee or the stockholders of the Company shall 
constitute the vesting of any rights under any Option.  The 
vesting of such rights shall take place only when a written 
Option Agreement, substantially in the form of the Incentive 
Stock Option Agreement attached hereto as Exhibit A or the Non-
Incentive Stock Option Agreement attached hereto as Exhibit B, 
shall be duly executed and delivered by and on behalf of the 
Company and the person to whom the Option shall be granted.

        16. Withholding Taxes. The Company shall have the right
to require the recipient to remit to the Company an amount 
sufficient to satisfy any federal, state and local withholding 
tax requirements in connection with any grant made hereunder.

        17. Termination and Amendment. The Plan, which was adopted
by the Board on November 4, 1997 and is subject to stockholder 
approval, shall terminate on November 3, 2007 and no Option 
shall be granted under the Plan after such date.  The Committee 
may at any time prior to such date terminate the Plan or make 
such modifications or amendments thereto as it shall deem 
advisable; provided, however, that stockholder approval shall be 
required if otherwise required to comply with the Code, the 
listed company requirements of The Nasdaq Stock Market or of a 
national securities exchange on which the Common Stock is then 
traded, or other applicable provisions of state or federal law 
or self-regulatory agencies; and provided, further, that no 
modification or amendment shall adversely affect the rights of a 
holder of an Option previously granted under the Plan without 
such holder's written consent. 
  
                              EXHIBIT A

                     CISTRON BIOTECHNOLOGY, INC.

                   INCENTIVE STOCK OPTION AGREEMENT



To:

	We are pleased to notify you that by the determination of 
the Stock Option and Compensation Committee (herein called the 
"Committee") of the Board of Directors (herein called the 
"Board") an incentive stock option to purchase _______ shares of 
the Common Stock of Cistron Biotechnology, Inc. (herein called 
the "Company") at a price of $______ per share has this __ day 
of _______ been granted to you under the Company's 1997 
Incentive and Non-Incentive Stock Option Plan (herein called the 
"Plan").  This option may be exercised only upon the terms and 
conditions set forth below.

        1. Purpose of Option.  The purpose of the Plan under which  
this incentive stock option has been granted is to further the growth 
and development of the Company and its subsidiaries by 
encouraging key employees, directors, consultants, agents, 
independent contractors and other persons who contribute and are 
expected to contribute materially to the Company's success to 
obtain a proprietary interest in the Company through the 
ownership of stock, thereby providing such persons with an added 
incentive to promote the best interests of the Company, and 
affording the Company a means of attracting to its service 
persons of outstanding ability.

        2. Acceptance of Option Agreement.  Your execution of this 
incentive stock option agreement will indicate your acceptance 
of and your willingness to be bound by its terms; it imposes no 
obligation upon you to purchase any of the shares subject to 
this option.  Your obligation to purchase shares can arise only 
upon your exercise of the option in the manner set forth in 
paragraph 4 hereof.

        3. When Option May Be Exercised.

	(a)  The option granted you hereunder may not be exercised 
for a period of six months from the date of its grant by the 
Committee as set forth above.  Thereafter, this option shall be 
exercisable as follows:

	(b)  [Insert exercisability provisions. A typical example, 
although not required under the Plan, is as follows:]

		[(i)	at the end of one year from the date of grant, up 
to 25% of the total shares subject to the option;

		(ii)	at the end of the second year from the date of 
grant, up to 50%;

		(iii)	at the end of the third year from the date 
of grant, up to 75%;

		(iv)	at the end of the fourth year from the date of 
grant, up to 100%.]

This option may not be exercised for less than ten shares at any 
one time (or the remaining shares then purchasable if less than 
ten) and expires at the end of ________ years [insert number of 
years; maximum - ten years] from the date of grant whether or 
not it has been duly exercised (hereinafter, the "Option 
Expiration Date"), unless sooner terminated as provided in 
paragraphs 5, 6 or 7 hereof.

        4. How Option May Be Exercised.  This option is exercisable
by a written notice signed by you and delivered to the Company at 
its executive offices, signifying your election to exercise the 
option.  The notice must state the number of shares of Common 
Stock as to which your option is being exercised, must contain a 
statement by you (in a form acceptable to the Company) that such 
shares are being acquired by you for investment and not with a 
view to their distribution or resale (unless a Registration 
Statement covering the shares purchasable has been declared 
effective by the Securities and Exchange Commission) and must be 
accompanied by cash or a check to the order of the Company for 
the full purchase price of the shares being purchased [if 
"cashless exercise" is permitted, add the following phrase:] [, 
unless exercised pursuant to the following "cashless exercise" 
provision.]

  	[Insert the following "cashless exercise" provision, if 
granted by the Committee:] [In lieu of paying for the shares 
purchasable under this option by cash or check, you may deliver 
previously owned shares of Common Stock with a fair market value 
equal to the full purchase price of the shares being purchased 
under this option, provided if such shares have been issued upon 
exercise of an option, they have been held for at least six 
months.]

	If notice of the exercise of this option is given by a 
person or persons other than you, the Company may require, as a 
condition to the exercise of this option, the submission to the 
Company of appropriate proof of the right of such person or 
persons to exercise this option.

	Certificates for shares of the Common Stock so purchased 
will be issued as soon as practicable. The Company, however, 
shall not be required to issue or deliver a certificate for any 
shares until it has complied with all requirements of the 
Securities Act of 1933, the Securities Exchange Act of 1934, any 
stock exchange on which the Company's Common Stock may then be 
listed and all applicable state laws in connection with the 
issuance or sale of such shares or the listing of such shares on 
said exchange.  Until the issuance of the certification for such 
shares, you or such other person as may be entitled to exercise 
this option shall have none of the rights of a stockholder with 
respect to shares subject to this option.

	The Company shall have the right to require you, or such 
other person as may be permitted to exercise this option, to 
remit to the Company an amount sufficient to satisfy federal, 
state and local withholding tax requirements prior to the 
delivery of any certificate or certificates for shares of Common 
Stock issuable upon exercise of this option.

        5. Termination of Employment. If your employment with the 
Company (or a subsidiary thereof) is terminated for any reason 
other than by death or disability, you may exercise, within three 
months from the date of such termination, that portion of the 
option which was exercisable by you at the date of such 
termination, provided, however, that such exercise occurs no 
later than the Option Expiration Date.

        6. Disability.  If your employment with the Company (or 
a subsidiary thereof) is terminated by reason of your disability, 
you may exercise, within twelve months from the date of such 
termination, that portion of this option which was exercisable 
by you at the date of such termination, provided, however, that 
such exercise occurs no later than the Option Expiration Date.

        7. Death. If you die while employed by the Company (or 
a subsidiary thereof) or within six months after termination of 
your employment due to disability, that portion of this option 
which was exercisable by you at the date of your death may be 
exercised by your legatee or legatees under your Will, or by 
your personal representatives or distributees, within twelve 
months from the date of your death, but in no event after the 
Option Expiration Date.

        8. Non-Transferability of Option.  This option shall not
be transferable except by Will or the laws of descent and 
distribution, and may be exercised during your lifetime only by 
you.

        9. Adjustments upon Changes in Capitalization. If at any 
time after the date of grant of this option, the Company shall,
by stock dividend, split-up, combination, reclassification or 
exchange, or through merger or consolidation, or otherwise, 
change its shares of Common Stock into a different number or 
kind or class of shares or other securities or property, then 
the number of shares covered by this option and the price of 
each such share shall be proportionately adjusted for any such 
change by the Committee, whose determination shall be 
conclusive.

        10. Acceleration of Exercisability Upon Change in Control.  
Upon the occurrence of a "change in control" of the Company (as 
defined below), this option shall become immediately fully 
exercisable.  For purposes of this option, a "change in control" 
of the Company shall mean (i) the acquisition at any time by a 
"person" or "group" (as such terms are used Sections 13(d) and 
14(d)(2) of the Exchange Act of beneficial ownership (as defined 
in Rule 13d-3 under the Exchange Act), directly or indirectly, 
of securities representing 50% or more of the combined voting 
power in the election of directors of the then outstanding 
securities of the Company or any successor or the Company; (ii) 
the termination of service of directors, for any reason other 
than death, disability or retirement from the Board, during any 
period of two consecutive years or less, of individuals who at 
the beginning of such period constituted a majority of the 
Board, unless the election of or nomination for election of each 
new director during such period was approved by a vote of at 
least two-thirds of the directors still in office who were 
directors at the beginning of the period; (iii) approval by the 
stockholders of the Company of any merger, consolidation, or 
statutory share exchange as a result of which the Common Stock 
shall be changed, converted or exchanged (other than a merger, 
consolidation or share exchange with a wholly-owned Subsidiary) 
or liquidation of the Company or any sale or disposition of 80% 
or more of the assets or earning power or the Company; or (iv) 
approval by the stockholders of the Company of any merger, 
consolidation, or statutory share exchange to which the Company 
is a party  as a result of which the persons who were 
stockholders immediately prior to the effective date of the 
merger, consolidation or share exchange shall have beneficial 
ownership of less than 50% of the combined voting power in the 
election of directors of the surviving corporation; provided, 
however, that no change in control shall be deemed to have 
occurred if, prior to such time as a change in control would 
otherwise be deemed to have occurred, the Committee deems 
otherwise.

        11. Subject to Terms of the Plan. This incentive stock
option agreement shall be subject in all respects to the terms and 
conditions of the Plan and in the event of any question or 
controversy relating to the terms of the Plan, the decision of 
the Committee shall be conclusive.

                                     Sincerely yours,

                                     CISTRON BIOTECHNOLOGY, INC.



                                    By:  __________________________
                                    Name:
                                    Title:


Agreed to and accepted this
__day of ______, 199_.


______________________
Signature of Optionee

                                EXHIBIT B

                      CISTRON BIOTECHNOLOGY, INC.

                  NON-INCENTIVE STOCK OPTION AGREEMENT



To:

        We are pleased to notify you that by the determination 
of the Stock Option and Compensation Committee (herein called 
the "Committee") of the Board of Directors (herein called the 
"Board") a non-incentive stock option to purchase ______ shares 
of the Common Stock of Cistron Biotechnology, Inc. (herein 
called the "Company") at a price of $______ per share has this 
day of _________ been granted to you under the Company's 1997 
Incentive and Non-Incentive Stock Option Plan (herein called the 
"Plan").  This option may be exercised only upon the terms and 
conditions set forth below.

        1. Purpose of Option. The purpose of the Plan under which 
this non-incentive stock option has been granted is to further the 
growth and development of the Company and its subsidiaries by 
encouraging key employees, directors, consultants, agents, 
independent contractors and other persons who contribute and are 
expected to contribute materially to the Company's success to 
obtain a proprietary interest in the Company through the 
ownership of stock, thereby providing such persons with an added 
incentive to promote the best interests of the Company, and 
affording the Company a means of attracting to its service 
persons of outstanding ability.

        2. Acceptance of Option Agreement. Your execution of this 
non-incentive stock option agreement will indicate your acceptance 
of and your willingness to be bound by its terms; it imposes no 
obligation upon you to purchase any of the shares subject to 
this option.  Your obligation to purchase shares can arise only 
upon your exercise of the option in the manner set forth in 
paragraph 4 hereof.

        3. When Option May Be Exercised.  The option granted you 
hereunder shall be exercisable as follows:  [set forth terms and 
expiration date of Option, but in no event shall the Option be 
exercisable until at least six months from the date of grant].

	This option may not be exercised for less than ten shares 
at any one time (or the remaining shares then purchasable if 
less than ten) and expires at the end of ________ years [insert 
number of years; maximum - ten years] from the date of grant 
whether or not it has been duly exercised (hereinafter, the 
"Option Expiration Date"), unless sooner terminated as provided 
in paragraphs 5, 6 or 7 hereof.


        4. How Option May Be Exercised.   This option is exercisable by 
a written notice signed by you and delivered to the Company at 
its executive offices, signifying your election to exercise the 
option.  The notice must state the number of shares of Common 
Stock as to which your option is being exercised, must contain a 
statement by you (in a form acceptable to the Company) that such 
shares are being acquired by you for investment and not with a 
view to their distribution or resale (unless a Registration 
Statement covering the shares purchased has been declared 
effective by the Securities and Exchange Commission) and must be 
accompanied by cash or a check to the order of the Company for 
the full purchase price of the shares being purchased, plus such 
amount, if any, as is required for withholding taxes. [If 
"cashless exercise" is permitted, add the following phrase:] 
[Notwithstanding the foregoing, this option may also be 
exercised pursuant to the following "cashless exercise" 
provision.]

	[Insert the following "cashless exercise" provision, if 
granted by the Committee:] [In lieu of paying for the shares 
purchasable under this option by cash or check, you may deliver 
previously owned shares of Common Stock with a fair market value 
equal to the full purchase price of the shares being purchased 
under this option, provided if such shares have been issued upon 
exercise of an option, you have held such shares for at least 
six months.]

	If notice of the exercise of this option is given by a 
person or persons other than you, the Company may require, as a 
condition to the exercise of this option, the submission to the 
Company of appropriate proof of the right of such person or 
persons to exercise this option.

	Certificates for shares of the Common Stock so purchased 
will be issued as soon as practicable.  The Company, however, 
shall not be required to issue or deliver a certificate for any 
shares until it has complied with all requirements of the 
Securities Act of 1933, the Securities Exchange Act of 1934, any 
stock exchange on which the Company's Common Stock may then be 
listed and all applicable state laws in connection with the 
issuance or sale of such shares or the listing of such shares on 
said exchange.  Until the issuance of the certificate for such 
shares, you or such other person as may be entitled to exercise 
this option shall have none of the rights of a stockholder with 
respect to shares subject to this option.

	The Company shall have the right to require you, or such 
other person as may be permitted to exercise this option, to 
remit to the Company an amount sufficient to satisfy federal, 
state and local withholding tax requirements prior to the 
delivery of any certificate or certificates for shares of Common 
Stock issuable upon exercise of this option.

        5. Termination of Employment or Engagement. [The Committee may 
determine to delete this provision, at the time of grant or by 
amendment, to a non-employee, in which event the words 
"Intentionally omitted" should be inserted.]  If your employment 
with the Company (or a subsidiary thereof) is terminated for any 
reason other than by death or disability, or if a you are not an 
employee of the Company and your engagement by the Company (or a 
subsidiary) is terminated for any reason, you may exercise, 
within three months from the date of such termination, that 
portion of this option which was exercisable by you at the date 
of such termination, provided, however, that such exercise 
occurs prior to the Option Expiration Date.

        6. Disability. If your employment with the Company (or a 
subsidiary thereof) is terminated by reason of your disability, 
you may exercise, within twelve months from the date of such 
termination, that portion of this option which was exercisable 
by you at the date of such termination, provided, however, that 
such exercise occurs prior to the Option Expiration Date.
Death.	If you die while employed by the Company (or a 
subsidiary thereof) or within six months after termination of 
your employment due to disability, that portion of this option 
which was exercisable by you at the date of your death may be 
exercised by your legatee or legatees under your Will, or by 
your personal representatives or distributees, within twelve 
months from the date of your death, but in no event after the 
Option Expiration Date.

        7. Non-Transferability of Option. This option shall not be 
transferable except by Will or the laws of descent and 
distribution, and may be exercised during your lifetime only by 
you.

        [Alternative Section 8, if provided for by the Committee:]

        8. [Limited Transferability of Option. This option shall not be 
transferable except to members of your family or to your family 
trust(s), and by Will or the laws of descent and distribution.]

        9. Adjustments upon Changes in Capitalization. If at any time 
after the date of grant of this option, the Company shall, by 
stock dividend, split-up, combination, reclassification or 
exchange, or through merger or consolidation, or otherwise, 
change its shares of Common Stock into a different number or 
kind or class of shares or other securities or property, then 
the number of shares covered by this option and the price of 
each such share shall be proportionately adjusted for any such 
change by the Committee, whose determination shall be 
conclusive.  

        10. Acceleration of Exercisability Upon Change in Control. Upon 
the occurrence of a "change in control" of the Company (as 
defined below), this option shall become immediately fully 
exercisable.  For purposes of this option, a "change in control" 
of the Company shall mean (i) the acquisition at any time by a 
"person" or "group" (as such terms are used Sections 13(d) and 
14(d)(2) of the Exchange Act of beneficial ownership (as defined 
in Rule 13d-3 under the Exchange Act), directly or indirectly, 
of securities representing 50% or more of the combined voting 
power in the election of directors of the then outstanding 
securities of the Company or any successor or the Company; (ii) 
the termination of service of directors, for any reason other 
than death, disability or retirement from the Board, during any 
period of two consecutive years or less, of individuals who at 
the beginning of such period constituted a majority of the 
Board, unless the election of or nomination for election of each 
new director during such period was approved by a vote of at 
least two-thirds of the directors still in office who were 
directors at the beginning of the period; (iii) approval by the 
stockholders of the Company of any merger, consolidation, or 
statutory share exchange as a result of which the Common Stock 
shall be changed, converted or exchanged (other than a merger, 
consolidation or share exchange with a wholly-owned Subsidiary) 
or liquidation of the Company or any sale or disposition of 80% 
or more of the assets or earning power or the Company; or (iv) 
approval by the stockholders of the Company of any merger, 
consolidation, or statutory share exchange to which the Company 
is a party  as a result of which the persons who were 
stockholders immediately prior to the effective date of the 
merger, consolidation or share exchange shall have beneficial 
ownership of less than 50% of the combined voting power in the 
election of directors of the surviving corporation; provided, 
however, that no change in control shall be deemed to have 
occurred if, prior to such time as a change in control would 
otherwise be deemed to have occurred, the Committee deems 
otherwise.

        11. Subject to Terms of the Plan. This non-incentive stock 
option agreement shall be subject in all respects to the terms 
and conditions of the Plan and in the event of any question or 
controversy relating to the terms of the Plan, the decision of 
the Committee shall be conclusive.

        12. Tax Status. This option does not qualify as an "incentive 
stock option" under the provisions of Section 422A of the 
Internal Revenue Code of 1986, as amended, and the income tax 
implications of your receipt of a non-incentive stock option and 
your exercise of such an option should be discussed with your 
tax counsel.

                                  Sincerely yours,

                                  CISTRON BIOTECHNOLOGY, INC.



                                  By:  _____________________________
                                  Name:
                                  Title:

Agreed to and accepted this
__ day of ______, 199_.


______________________
Signature of Optionee