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Robert W. Naismith, Ph.D.                       800 James Avenue, Suite 201
Chairman/CEO	                                Scranton, PA  18510-1544
                                                Tel (717) 961-8944
                                                Fax (717) 961-2324
                                                Email: naismith@ptd.net

Confidential
------------

October 5, 1998

Mr. Bruce C. Galton
Chairman & CEO
Cistron Biotechnology, Inc.
Box 2004
10 Bloomfield Avenue                           ENGAGEMENT LETTER
Pine Brook, NJ 07058

Dear Mr. Galton:

This letter is to confirm our understanding that Cistron 
Biotechnology, Inc. ("Cistron" or the "Company") desires to 
engage Genome Securities, Inc. ("GSI") to act as the Company's 
exclusive financial advisor ("Financial Advisor") for a period 
six months and renewable at the option of the Company and GSI, 
by mutual agreement, for additional six month periods. In 
addition, during the period of such agreement, GSI will act as 
the Company's mergers and acquisitions advisor ("M&A Advisor"), 
exclusive corporate partner advisor ("Partner Advisor"), and as 
private placement agent ("Placement Agent") for any best efforts 
debt or private equity financing of the Company's Securities.

1. Financial Advisor
   -----------------

  As Financial Advisor, GSI will assist and advise the Cistron 
  on various financial matters on an as requested basis. These 
  matters include but are not limited to the following:

        - Advise Cistron on technical and scientific strategies;

        - Advise company on general corporate strategic and
          financial initiatives;

        - Consult and assist the Company with the preparation of an
          information package to be sent to potential financial 
          partners;

        - Assist the Company with structuring and negotiating terms
          and conditions of a strategic/financial partnership;

  For acting as Financial Advisor, Cistron shall pay GSI:

        -  A monthly financial advisory fee (the "Financial Advisory 
           Fee") in the amount of $10,000 payable monthly in advance. 

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2. M&A Advisor
   -----------

   As M&A Advisor, GSI will assist and advise Cistron on an as
   requested basis in the following manner:

        - Identify, evaluate and analyze potential M&A 
          transactions;

        - Assist in negotiations;

        - Structure the transaction;

        - Assist in documentation and

        - Effect the closing of the transaction.

   For the purpose of this agreement, an Acquisition by the 
   Company shall include any acquisition, merger, consolidation, 
   tender offer, business combination or similar transaction 
   involving 50% or more of a Candidate's business, assets or 
   voting stock.

   For acting as M&A Advisor, the Company shall pay GSI a 
   transaction fee ("Transaction Fee") equal to the greater of 
   the following:

        - $100,000 at the signing of a letter of intent plus a 
          graduated percentage, 5/3/1, of the Transaction Value, 
          payable in cash promptly upon consummation of a Transaction 
          if, during the term of this agreement or within 24 months 
          thereafter, a Transaction is consummated or a definitive 
          agreement is entered into with a party that was introduced 
          to the Company by GSI that subsequently results in a 
          Transaction.  Said fee will be credited against the minimum 
          transaction fee. 

        - A minimum transaction fee of $250,000 or a graduated
          percentage shall be applied to the Transaction Value in the 
          following manner: 5% of the first $10.0 million of 
          Transaction Value, 3% of the second $10.0 million of 
          Transaction Value and 1% of the remaining Transaction Value 
          above $20.0 million.

        - For any Transaction where a party was identified by
          Cistron, a Transaction Value will be calculated in the 
          following manner: 3.5% of the first $10.0 million of 
          Transaction Value, 2.5% of the second $10.0 million of 
          Transaction Value and 1% of the remaining Transaction Value 
          above $20.0 million.

   "Transaction Value" shall mean the total proceeds and other 
   consideration paid or received or to be paid or received in 
   connection with a transaction (which consideration shall be 
   deemed to include amounts in escrow), including, without 
   limitation: (i) cash; (ii) notes, securities and other 
   property; (iii) liabilities, including all debt, pension 
   liabilities and guarantees, assumed; (iv) payments made in 
   installments; (v) amounts payable under consulting agreements, 
   agreements not to compete or similar arrangements (including 
   such payments to management); (vi) contingent payments 
   (whether or not related to future earnings or operations); and 
   (vii) if the transaction involves the disposition of assets, 
   the net value of current assets not sold. For purposes of 
   computing any fees payable to GSI hereunder, non-cash 
   consideration shall be valued as follows: (x) publicly traded 
   securities shall be valued at the average of their closing 
   prices (as reported in The Wall Street Journal) for the five 
   trading 
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   days prior to the closing of the transaction and (y) any other
   non-cash consideration shall be valued at the fair market 
   value thereof as determined in good faith by the Company and 
   GSI. Future payments due GSI will be paid to GSI as received by 
   Cistron. 

   In addition, for acting as M&A Advisor in a Transaction, the 
   Company shall issue GSI 400,000 warrants to purchase the 
   Company Stock exercisable at the closing bid price on the date 
   of the signing this agreement which will vest upon 
   consummation of a merger or acquisition transaction.  Said 
   warrants shall have a five-year term and registration shall be 
   the sole responsibility of the company.

3. Partner Advisor
   ---------------

   As the Company's external Partner Advisor, GSI shall introduce 
   the Company to potential corporate partners ("Corporate 
   Partners") in the following manner:

        - Identify and evaluate Corporate Partners;

        - Provide The Company with a list of Corporate Partners to
          be contacted and regular written reports detailing 
          activity status;

        - Assist the Company in preparing an information package to
          be sent to Corporate Partners;

        - Assist the Company with structuring and negotiating terms
          and conditions of the Corporate Partner relationship; and 

        - Effect the closing of a Corporate Partner Transaction
          (the "Partner Transaction").

   For purposes of this agreement, a Corporate Partner 
   Transaction may include but is not limited to: (a) a joint 
   venture, partnership, license or other contract for research, 
   development, manufacturing, marketing, distribution, sale or 
   other activity; (b) the purchase of, or commitment to purchase 
   from the Company less than 50% of its business, assets or 
   voting stock; (c) the acquisition of any of the Company's 
   assets or any rights, in respect to its products and/or 
   technology; and (d) a commitment by the Candidate to provide 
   funding for all or part of the Company's research and 
   development activities, whether such work is performed or 
   managed by the Company or the candidate.
  
   For acting as Partner Advisor, Cistron shall pay GSI 7% of the 
   Corporate Partner Value, payable in cash promptly upon 
   consummation of a Partner Transaction if, during the term of 
   this agreement or within 12 months thereafter, a Partner 
   Transaction is consummated or a definitive agreement is 
   entered into with a Corporate Partner which was introduced to 
   the Company by GSI that subsequently results in a Partner 
   Transaction. In the event a successful 
   corporate partnership is consummated as a result of Cistron's 
   efforts, GSI's normal fee will be reduced by 10%.  Fees due 
   GSI will not include internal funding expended by Cistron's 
   partner unless said expenditures were define in the Partnering 
   agreement.

   "Corporate Partner Value" shall mean the total proceeds and 
   other consideration paid or received or to be paid or received 
   in connection with a Partner Transaction (which

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<PAGE>4

   consideration shall be deemed to include amounts in escrow),
   including, without limitation: (i) cash; (ii) notes, securities
   and other property; (iii) liabilities, including all debt, pension 
   liabilities and guarantees, assumed; (iv) payments made in 
   installments; (v) amounts payable under consulting agreements, 
   agreements not to compete or similar arrangements (including 
   such payments to management); (vi) contingent payments 
   (whether or not related to future earnings or operations); and 
   (vii) if the transaction involves the disposition of assets, 
   the net value of current assets not sold. For purposes of 
   computing any fees payable to GSI hereunder, non-cash 
   consideration shall be valued as follows: (x) publicly traded 
   securities shall be valued at the average of their closing 
   prices (as reported in The Wall Street Journal) for the five 
   trading days prior to the closing of the transaction and (y) 
   any other non-cash consideration shall be valued at the fair 
   market value thereof as determined in good faith by the 
   Company and GSI.  Future payments due GSI will be paid to GSI 
   as received by Cistron.


 4. Placement Agent
   ---------------

   As Private Placement Agent for any debt or private equity 
   financing, on a best efforts basis GSI shall introduce the 
   Company to potential institutional and qualified investors 
   (the "Offering") in the following manner:

        - Consult and assist the Company with the preparation of an 
          information package ("Information Package") to be sent to 
          potential investors;

        - Introduce the Company to potential institutional and
          qualified investors;

        - Assist the Company with structuring and negotiating terms
          and conditions; and

        - Assist the Company to close on the Offering.

   For acting as Best Effort Private Placement Agent, the Company 
   shall pay GSI a placement agent fee ("Placement Agent Fee") in 
   the following manner:

        - 8% of the total gross proceeds raised from the Offering, 
          payable in cash at the closing of the Offering; plus

        - Warrants equal to 10% of the value of the Offering
          exercisable at the same price and terms as those 
          associated with the Offering 

   If at any time during a period of twelve (12) months from the 
   time of termination or expiration of this agreement the 
   Company directly or through a private placement sells any type 
   of security to an investor which was identified by GSI during 
   the term of this agreement, the Company shall pay GSI a fee 
   equal to what the Private Placement Agent Fee would have been 
   with regard to such sale.
  
   It is expressly understood and acknowledged that GSI for the 
   purpose of a public offering, will act as Cistrons exclusive 
   placement agent to identify a lead manager to undertake a 
   financing by the company on terms customary for similar 
   transactions.  In order to encourage GSI to undertake this 
   assignment it is agreed that the company will require the 
   underwriters

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<PAGE>5

   to include GSI as a Financial Advisor to the Offering Memorandum:
   GSI will receive 20% of the underwriters commissions.

5. The term of the engagement to act as the Company's exclusive 
   Financial Advisor shall be for a period of six months. If 
   mutually agreed such engagement will be renewed every six 
   months. Subject to the provisions of paragraphs I through 4 
   and 6 through 11 and the indemnification letter which shall 
   survive any termination or expiration of this agreement, 
   either party may terminate the engagement hereunder at any 
   time, with or without cause, by giving the other party at 
   least 30 days prior written notice.

6. In order to coordinate the efforts to effect a transaction 
   satisfactory to the Company during the period of engagement 
   hereunder, including any extensions thereof, in the event that 
   the Company, or its directors, management, or shareholders 
   receive any meaningful inquiry or are otherwise aware of the 
   interest of any third party concerning any transaction 
   contemplated in paragraphs 1, 2, 3 and 4 the Company agrees to 
   promptly inform GSI of the third party and its interest and 
   request GSI's services as contemplated hereunder.

7. In connection with GSI's activities on the Company's behalf, 
   Cistron will furnish GSI with all information which it may 
   reasonably request and will provide GSI access to the 
   officers, directors, accountants and counsel of Cistron. 
   Cistron acknowledges that in rendering its services hereunder, 
   GSI shall be solely using and relying on the information 
   provided by the Company. GSI does not assume responsibility 
   for the accuracy or completeness of any information. Any 
   advice rendered by GSI pursuant to this agreement may not be 
   disclosed publicly without its prior written consent.

8. In addition to any fees that may be payable to GSI hereunder 
   (and regardless of whether a Transaction occurs), the Company 
   hereby agrees to reimburse GSI for travel and all other out of 
   pocket expenses incurred in performing its services hereunder, 
   including the fees and expenses of its legal counsel. Such 
   expense shall be submitted on a monthly basis and reimbursed 
   upon receipt. All expenses in excess of five thousand dollars 
   ($5,000) will be first approved by Cistron.  Any advertising 
   expenses to be incurred by Cistron will require prior 
   approval.

9. The Company agrees that GSI has the right to place 
   advertisements in financial and other newspapers and journals 
   describing its services to the Company hereunder upon review 
   and approval by the Company whose approval should not be 
   unreasonably withheld.


10. GSI will act under this letter agreement as an independent 
    contractor with duties to the Company. Because GSI will be 
    acting on the' Company's behalf in this capacity, it is GSI's 
    practice to receive indemnification. A copy of GSI's standard 
    indemnification form is attached to this letter.

11. GSI and Cistron mutually agree that they will not disclose 
    any confidential information received from the other party to 
    others except with the written permission of the other party

                             -5-
<PAGE>6

    or as such disclosure may be required by law. In addition, GSI 
    will use its best efforts not to undertake a conflicting 
    assignment. If such a conflict is perceived to exist, GSI will 
    notify Cistron of the possible conflict.

12. This agreement shall be governed by and construed in 
    accordance with the laws of the State of Pennsylvania 
    applicable to contracts executed in and to be performed in 
    that state.

13. All fees due BlueStone Capital Partners and/or Genome 
    Securities, Inc for previous assignments will be excluded
    from this agreement.

If the terms of our engagement as set forth in this letter are 
satisfactory to you, kindly sign and date the enclosed copy of 
this letter and indemnification form and return it to us. If 
this agreement is not executed by both parties within ten (10) 
days from its date it shall cease to be a valid offer to assist 
and represent the Company.

Very truly yours,

Genome Securities, Inc.

By:  /s/ROBERT J. NAISMITH, PH.D.
     ----------------------------
     Robert W. Naismith, Ph.D.
     Chairman and CEO

ACCEPTED AND AGREED TO as of the date hereof 10-8-1998.

CISTRON BIOTECHNOLOGY

By:  /s/BRUCE C. GALTON
     ------------------ 
        Bruce C. Galton
	Chairman and CEO

                            -6-
<PAGE>7

                        Cistron Biotechnology, Inc.
                           10 Bloomfield Avenue
                           Pine Brook, NJ 07058


October 5, 1998

Genome Securities, Inc.
800 James Avenue
Scranton, PA  18510


Gentlemen:

This letter will confirm that we have engaged GSI to advise and assist us 
in connection with the matters referred to in our letter agreement dated 
October 5, 1998 (the "Engagement Letter"). In consideration of your 
agreement to act on our behalf in connection with such matters, we agree to 
indemnify and hold harmless you and your affiliates and you and their 
respective officers, directors, employees and agents and each other person, 
if any, controlling you or any of your affiliates (you and each such other 
person being an "Indemnified Person") from and against any losses, claims, 
damages or liabilities related to, arising out of or in connection with the 
engagement (the "Engagement") under the Engagement Letter, and will 
reimburse each Indemnified Person for all expenses (including fees and 
expenses of counsel) as they are incurred in connection with investigating, 
preparing, pursuing or defending any action, claim, suit, investigation or 
proceeding related to, arising out of or in connection with the Engagement, 
whether or not pending or threatened and whether or not any Indemnified 
Person is a party. We will not, however, be responsible for any losses, 
claims, damages or liabilities (or expenses relating thereto) that are 
finally judicially determined to have resulted from the bad faith or gross 
negligence of any Indemnified Person. We also agree that no Indemnified 
Person shall have any liability (whether direct or indirect, in contract or 
tort or otherwise) to us for or in connection with the Engagement except 
for any such liability for losses, claims, damages or liabilities incurred 
by us that are finally judicially determined to have resulted from the bad 
faith or gross negligence of such Indemnified Person.

We will not, without your prior written consent, settle, compromise, 
consent to the entry of any judgment in or otherwise seek to terminate any 
action, claim, suit or proceeding in respect of which indemnification may 
be sought hereunder (whether or not any Indemnified Person is a party 
thereto) unless such settlement, compromise, consent or termination 
includes a release of each Indemnified Person from any liabilities arising 
out of such action, claim, suit or proceeding. No Indemnified Person 
seeking indemnification, reimbursement or contribution under this 
agreement will, without our prior written consent, settle, compromise, 
consent to the entry of any judgment in or otherwise seek to terminate any 
action, claim, suit, investigation or proceeding referred to in the 
preceding paragraph.

If the indemnification provided for in the first paragraph of this 
agreement is judicially determined to be unavailable (other than in 
accordance with the third sentence of the first paragraph hereof) to an 
Indemnified Person in respect of any losses, claims, damages or

                           -7-
<PAGE>8

liabilities referred to herein, then, in lieu of indemnifying such
Indemnified Person hereunder, we shall contribute to the amount paid or
payable by such Indemnified Person as a result of such losses, claims,
damages or liabilities (and expense relating thereto) (i) in such proportion
as is appropriate to reflect the relative benefits to you, on the one hand,
and us, on the other hand, of the Engagement or (ii) if the allocation
provided by clause (i) above is not available, in such proportion as is
appropriate to reflect not only the relative benefits referred to in such
clause (i) but also the relative fault of each of you and us, as well as any
other relevant equitable considerations; provided, however, in no event shall
your aggregate contribution to the amount paid or payable exceed the 
aggregate amount of fees actually received by you under the Engagement 
Letter. For the purposes of this agreement, the relative benefits to us and 
you of the Engagement shall be deemed to be in the same proportion as (a) 
the total value paid or contemplated to be paid or received or contemplated 
to be received by us or our shareholders, as the case may be, in the 
transaction or transactions that are the subject of the Engagement, whether 
or not any such transaction is consummated, bears to (b) the fees paid or 
to be paid to you under the Engagement Letter.

The provisions of this agreement shall apply to the Engagement and any 
modification thereof and shall remain in full force and effect regardless 
of any termination or the completion of your services under the Engagement 
Letter.

This agreement and the Engagement Letter shall be governed by and construed 
in accordance with the laws of the State of Pennsylvania applicable to 
contracts executed and to be performed in that state.

Very truly yours,
	
 /s/BRUCE C. GALTON
    ---------------
    BRUCE C. GALTON
for CISTRON BIOTECHNOLOGY, INC.
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