FORM OF WARRANT CERTIFICATE

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.


                                 5,000 Warrants


                           PALATIN TECHNOLOGIES, INC.

                    COMMON STOCK PURCHASE WARRANT CERTIFICATE

                   THE WARRANTS EVIDENCED BY THIS CERTIFICATE
                      ARE NOT EXERCISABLE AFTER 5:00 P.M.,
                             NEW YORK CITY TIME, ON
                                  June 8, 2005


THIS CERTIFIES THAT Griffin Securities, Inc., or registered assigns is the
registered holder (the "Registered Holder") of the number of Warrants set forth
above, each of which represents the right to purchase one fully paid and
non-assessable share of Common Stock, par value $0.01 per share (the "Common
Stock"), of Palatin Technologies, Inc., a Delaware corporation (the "Company"),
at the initial exercise price of $7.00 per Warrant (the "Exercise Price") at any
time prior to the Expiration Date (as hereinafter defined), by surrendering this
Warrant Certificate, with the Form of Election to Purchase duly executed at the
principal office of the Company and by paying in full the Exercise Price, plus
transfer taxes, if any. Payment of the Exercise Price shall be made in United
States currency, by certified check or money order payable to the order of the
Company. The Warrants have been issued pursuant to a private placement of
Warrants. With respect to the Common Stock issuable on exercise of Warrants, the
Registered Holder has the registration rights set forth in the Appendix to this
Warrant certificate. By exercising a Warrant, the Registered Holder agrees to be
bound by the terms of the registration rights set forth in the Appendix.

                                       1

<PAGE>

                              EXERCISE OF WARRANTS

     ISSUANCE OF COMMON STOCK. As soon as practicable after the date of exercise
of any Warrants, the Company shall issue, or cause the transfer agent for the
Common Stock, if any, to issue a certificate or certificates for the number of
full shares of Common Stock to which such Registered Holder is entitled,
registered in accordance with the instructions set forth in the Form of Election
to Purchase. All shares of Common Stock issued upon the exercise of any Warrants
shall be validly authorized and issued, fully paid and non-assessable, and free
from all taxes, liens and charges created by the Company in respect of the issue
thereof. Each person in whose name any such certificate for shares of Common
Stock is issued shall for all purposes be deemed to have become the holder of
record of the Common Stock represented thereby on the date of exercise of the
Warrants resulting in the issuance of such shares, irrespective of the date of
issuance or delivery of such certificate for shares of Common Stock.

     CERTIFICATES FOR UNEXERCISED WARRANTS. In the event that less than all of
the Warrants represented by a Warrant Certificate are exercised, the Company
shall execute and mail, by first-class mail, within 30 days of the date of
exercise, to the Registered Holder of such Warrant Certificate, or such other
person as shall be designated in the Form of Election to Purchase, a new Warrant
Certificate representing the number of full Warrants not exercised. In no event
shall a fraction of a Warrant be exercised, and the Company shall distribute no
Warrant Certificates representing fractions of Warrants. Final fractions of
shares shall be treated as provided for herein.

     RESERVATION OF SHARES. The Company shall at all times reserve and keep
available for issuance upon the exercise of Warrants a number of its authorized
but unissued shares of Common Stock that will be sufficient to permit the
exercise in full of all outstanding Warrants.


                        ADJUSTMENTS AND NOTICE PROVISIONS

     ADJUSTMENT OF EXERCISE PRICE. Subject to the provisions hereof, the
Exercise Price in effect from time to time shall be subject to adjustment, as
follows:

     (a) In case the Company shall at any time after the date hereof (i) declare
a dividend on the outstanding Common Stock payable in shares of its capital
stock, (ii) subdivide the outstanding Common Stock, (iii) combine the
outstanding Common Stock into a smaller number of shares, or (iv) issue any
shares of its capital stock by reclassification of the Common Stock (including
any such reclassification in connection

                                       2

<PAGE>


with a consolidation or merger in which the Company is the continuing
corporation), then, in each case, the Exercise Price, and the number of shares
of Common Stock issuable upon exercise of the Warrants in effect at the time of
the record date for such dividend or of the effective date of such subdivision,
combination, or reclassification, shall be proportionately adjusted so that the
Holders of the Warrants after such time shall be entitled to receive the
aggregate number and kind of shares which, if such Warrants had been exercised
immediately prior to such time, such Registered Holders would have owned upon
such exercise and been entitled to receive by virtue of such dividend,
subdivision, combination or reclassification. Such adjustment shall be made
successively whenever any event listed above shall occur.

     (b) In case the Company shall issue or fix a record date for the issuance
to all holders of Common Stock of rights, options, or warrants to subscribe for
or purchase Common Stock (or securities convertible into or exchangeable for
Common Stock) at a price per share (or having a conversion or exchange price per
share, if a security convertible into or exchangeable for Common Stock) less
than the Current Market Price per share of Common Stock (as determined below) on
such record date, then, in each case, the Exercise Price shall be adjusted by
multiplying the Exercise Price in effect immediately prior to such record date
by a fraction, the numerator of which shall be the number of shares of Common
Stock outstanding on such record date plus the number of shares of Common Stock
which the aggregate offering price of the total number of shares of Common Stock
so to be offered (or the aggregate initial conversion or exchange price of the
convertible or exchangeable securities so to be offered) would purchase at such
Current Market Price and the denominator of which shall be the number of shares
of Common Stock outstanding on such record date plus the number of additional
shares of Common Stock to be offered for subscription or purchase (or into which
the convertible or exchangeable securities so to be offered are initially
convertible or exchangeable). Such adjustment shall become effective at the
close of business on such record date; provided, however, that, to the extent
the shares of Common Stock (or securities convertible into or exchangeable for
shares of Common Stock) are not delivered, the Exercise Price shall be
readjusted after the expiration of such rights, options, or warrants (but only
with respect to Warrants exercised after such expiration), to the Exercise Price
which would then be in effect had the adjustments made upon the issuance of such
rights, options, or warrants been made upon the basis of delivery of only the
number of shares of Common Stock (or securities convertible into or exchangeable
for shares of Common Stock) actually issued. Notwithstanding anything to the
contrary contained herein, no adjustment shall be made to the Exercise Price
until any condition to the vesting of such rights, options or warrants shall be
fulfilled or satisfied (and then only with respect to the portion thereof which
shall have vested). In case any subscription price may be paid in a
consideration part or all of which shall be in a form other than cash, the value
of such consideration shall be as determined in good faith by the board of
directors of the Company, whose determination shall be conclusive absent
manifest error. Shares of Common Stock owned by or held for

                                       3

<PAGE>


the account of the Company or any majority-owned subsidiary shall not be deemed
outstanding for the purpose of any such computation.

     (c) In case the Company shall distribute to all holders of Common Stock
(including any such distribution made to the stockholders of the Company in
connection with a consolidation or merger in which the Company is the continuing
corporation) evidences of its indebtedness, cash (other than any cash dividend
which, together with any cash dividends paid within the twelve (12) months prior
to the record date for such distribution, does not exceed 5% of the Current
Market Price at the record date for such distribution) or assets (other than
distributions and dividends payable in shares of Common Stock), or rights,
options, or warrants to subscribe for or purchase Common Stock, or securities
convertible into or exchangeable for shares of Common Stock (excluding those
with respect to the issuance of which an adjustment of the Exercise Price is
provided pursuant to the foregoing paragraph), then, in each case, the Exercise
Price shall be adjusted by multiplying the Exercise Price in effect immediately
prior to the record date for the determination of stockholders entitled to
receive such distribution by a fraction, the numerator of which shall be the
Current Market Price per share of Common Stock on such record date, less the
fair market value (as determined in good faith by the board of directors of the
Company, whose determination shall be conclusive absent manifest error) of the
portion of the evidences of indebtedness or assets so to be distributed, or of
such rights, options, or warrants or convertible or exchangeable securities, or
the amount of such cash, applicable to one share, and the denominator of which
shall be such Current Market Price per share of Common Stock. Such adjustment
shall become effective at the close of business on such record date.

     CURRENT MARKET PRICE. For the purpose of any computation under this
Warrant, the Current Market Price per share of Common Stock on any date shall be
deemed to be the average of the daily closing prices for the fifteen (15)
consecutive trading days immediately preceding the date in question. The closing
price for each day shall be (a) the last reported sales price regular way or, in
case no such reported sale takes place on such day, the closing bid price
regular way, in either case on the principal national securities exchange or
market system (including, for purposes hereof, the NASDAQ National Market System
or the NASDAQ SmallCap) on which the Common Stock, is listed or admitted to
trading, (b) if the Common Stock, is not listed or admitted to trading on any
national securities exchange or market system, the highest reported bid price
for the Common Stock, as furnished by the National Association of Securities
Dealers, Inc. through NASDAQ or a similar organization if NASDAQ is no longer
reporting such information, or (c) if on any such date the Common Stock is not
listed or admitted to trading on any national securities exchange and is not
quoted by NASDAQ National Market System or NASDAQ SmallCap System or any similar
organization, as determined by reference to the "pink sheets" published by the
National Quotation Bureau or, if not so published, by such other method of
determining the market value of a share of Common Stock, as the board of

                                       4

<PAGE>

directors of the Company shall in good faith from time to time deem to be fair,
whose determination shall be conclusive absent manifest error.

     NO ADJUSTMENTS TO EXERCISE PRICE. No adjustment in the Exercise Price shall
be required if such adjustment is less than $.05; provided, however, that any
adjustments which by reason of this Warrant are not required to be made shall be
carried forward and taken into account in any subsequent adjustment. All
calculations under this Warrant shall be made to the nearest cent or to the
nearest one thousandth of a share, as the case may be.

     DEFERRAL OF ADJUSTMENTS TO EXERCISE PRICE. In any case in which this
Warrant shall require that an adjustment in the Exercise Price be made effective
as of a record date for a specified event, the Company may elect to defer, until
the occurrence of such event, issuing to the Registered Holders of the Warrants,
if any Registered Holder has exercised a Warrant after such record date, the
shares of Common Stock, if any, issuable upon such exercise over and above the
shares of Common Stock, if any, issuable upon such exercise on the basis of the
Exercise Price in effect prior to such adjustment; provided, however, that the
Company shall deliver to such exercising Registered Holder a due bill or other
appropriate instrument evidencing such Registered Holder's right to receive such
additional shares upon the occurrence of the event requiring such adjustment.

     ADJUSTMENT TO NUMBER OF SHARES. Upon each adjustment of the Exercise Price
as a result of the calculations made above the Warrants shall thereafter
evidence the right to purchase, at the adjusted Exercise Price, that number of
shares (calculated to the nearest thousandth) obtained by dividing (A) the
product obtained by multiplying the number of shares purchasable upon exercise
of the Warrants prior to adjustment of the number of shares by the Exercise
Price in effect prior to adjustment of the Exercise Price by (B) the Exercise
Price in effect after such adjustment of the Exercise Price.

     REORGANIZATION. In case of any capital reorganization, other than in the
cases referred to above, or the consolidation or merger of the Company with or
into another corporation (other than a merger or consolidation in which the
Company is the continuing corporation and which does not result in any
reclassification of the outstanding shares of Common Stock or the conversion of
such outstanding shares of Common Stock into shares of other stock or other
securities or property), or the sale of the property of the Company as an
entirety or substantially as an entirety (collectively such actions being
hereinafter referred to as "Reorganizations"), there shall thereafter be
deliverable upon exercise of any Warrant (in lieu of the number of shares of
Common Stock theretofore deliverable) the number of shares of stock or other
securities or property to which a Registered Holder of the number of shares of
Common Stock which would otherwise have been deliverable upon the exercise of
such Warrant would have been entitled upon such Reorganization if such Warrant
had been exercised in full immediately prior to such Reorganization. In case of
any Reorganization, appropriate adjustment, as determined in good faith by the
Board of

                                       5

<PAGE>


Directors of the Company, shall be made in the application of the
provisions herein set forth with respect to the rights and interests of
Registered Holders so that the provisions set forth herein shall thereafter be
applicable, as nearly as practicable, in relation to any shares or other
property thereafter deliverable upon exercise of Warrants. The Company shall not
effect any such Reorganization, unless upon or prior to the consummation thereof
the successor corporation, or if the Company shall be the surviving corporation
in any such Reorganization and is not the issuer of the shares of stock or other
securities or property to be delivered to holders of shares of the Common Stock
outstanding at the effective time thereof, then such issuer, shall assume by
written instrument the obligation to deliver to the Registered Holder of any
Warrant Certificate such shares of stock, securities, cash or other property as
such holder shall be entitled to purchase in accordance with the foregoing
provisions. Notwithstanding anything to the contrary contained herein, in the
event of sale or conveyance or other transfer of all or substantially all of the
assets of the Company as a part of a plan for liquidation of the Company, all
rights to exercise any Warrant shall terminate thirty (30) days after the
Company gives written notice to each Registered Holder of a Warrant Certificate
that such sale or conveyance of other transfer has been consummated.

         RECLASSIFICATIONS. (a) In case of any reclassification or change of the
shares of Common Stock issuable upon exercise of the Warrants (other than a
change in par value or from no par value to a specified par value, or as a
result of a subdivision or combination, but including any change in the shares
into two or more classes or series of shares), the Registered Holders of the
Warrants shall have the right thereafter to receive upon exercise of the
Warrants solely the kind and amount of shares of stock and other securities,
property, cash, or any combination thereof receivable upon such reclassification
or change by a Registered Holder of the number of shares of Common Stock for
which the Warrants might have been exercised immediately prior to such
reclassification or change. Thereafter, appropriate provision shall be as nearly
equivalent as practicable to the adjustments in this Warrant. The above
provisions of this paragraph shall similarly apply to successive
reclassifications and changes of shares of Common Stock.

         (b) Notwithstanding anything to the contrary herein contained, in the
event of a transaction contemplated by the prior paragraph in which the
surviving, continuing, successor, or purchasing corporation demands that all
outstanding Warrants be extinguished prior to the closing date of the
contemplated transaction, the Company shall give prior notice (the "Merger
Notice") thereof to the Registered Holders advising them of such transaction.
The Registered Holders shall have ten (10) days after the date of the Merger
Notice to elect to (i) exercise the Warrants in the manner provided herein or
(ii) receive from the surviving, continuing, successor, or purchasing
corporation, with respect to outstanding Warrants, the same consideration
receivable by a Registered Holder of the number of shares of Common Stock for
which the Warrants might have been exercised immediately prior to such
consolidation, merger, sale, or purchase reduced by such amount

                                       2

<PAGE>

of the consideration as has a market value equal to the exercise price of the
Warrants, as determined by the Board of Directors of the Company, whose
determination shall be conclusive absent manifest error. If any Registered
Holder fails to timely notify the Company of its election, the Holder shall be
deemed for all purposes to have elected the option set forth in (ii) above. Any
amounts receivable by a Holder who has elected the option set forth in (ii)
above shall be payable at the same time as amounts payable to stockholders in
connection with any such transaction.

     VERIFICATION OF COMPUTATIONS. Whenever the Exercise Price is adjusted as
provided in this Warrant, the Company will promptly obtain a certificate of the
chief financial officer of the Company setting forth the Exercise Price as so
adjusted and a brief statement of the facts accounting for such adjustment, and
will make available a brief summary thereof to the Registered Holders of the
Warrant Certificates, at their addresses listed on the register maintained for
the purpose by the Company.

     EXERCISE PRICE NOT LESS THAN PAR VALUE. In no event shall the Exercise
Price be adjusted below the par value per share of the Common Stock.

     NOTICE OF CERTAIN ACTIONS. In case at any time the Company shall propose:

          (a) to pay any dividend or make any distribution on shares of Common
     Stock in shares of Common Stock or make any other distribution (other than
     regularly scheduled cash dividends which are not in a greater amount per
     share than the most recent such cash dividend) to all holders of Common
     Stock; or

          (b) to issue any rights, warrants, or other securities to all holders
     of Common Stock entitling them to purchase any additional shares of Common
     Stock or any other rights, warrants, or other securities; or

          (c) to effect any reclassification or change of outstanding shares of
     Common Stock, or any consolidation, merger, sale, lease, or conveyance of
     property, described above; or

          (d) to effect any liquidation, dissolution, or winding-up of the
     Company;

then, in each such case, the Company shall cause notice of such proposed action
to be mailed to each Registered Holder of a Warrant Certificate. Such notice
shall be mailed, at least ten (10) days prior to the record date for determining
holders of the Common Stock for purposes of receiving such payment or offer or
at least ten (10) days prior to the earlier of the date upon which such action
is to take place or any record date to determine holders of Common Stock
entitled to receive such securities or other property, as the case may be.

                                       7

<PAGE>


     NOTICE OF ADJUSTMENTS. Whenever any adjustment is made pursuant to this
Warrant, the Company shall cause notice of such adjustment to be mailed to each
Registered Holder of a Warrant Certificate within fifteen (15) days thereafter,
such notice to include in reasonable detail (i) the events precipitating the
adjustment, (ii) the computation of any adjustments, and (iii) the Exercise
Price, the number of shares or the securities or other property purchasable upon
exercise of each Warrant after giving effect to such adjustment.

     WARRANT CERTIFICATE AMENDMENTS. Irrespective of any adjustments pursuant to
this Warrant, Warrant Certificates theretofore or thereafter issued need not be
amended or replaced, but certificates thereafter issued shall bear an
appropriate legend or other notice of any adjustments.

     FRACTIONAL SHARES. The Company shall not be required upon the exercise of
any Warrant to issue fractional shares of Common Stock which may result from
adjustments in accordance with this Warrant to the Exercise Price or number of
shares of Common Stock purchasable under each Warrant. If more than one Warrant
is exercised at one time by the same Registered Holder, the number of full
shares of Common Stock which shall be deliverable shall be computed based on the
number of shares deliverable in exchange for the aggregate number of Warrants
exercised. With respect to any final fraction of a share called for upon the
exercise of any Warrant or Warrants, the Company shall pay a cash adjustment in
respect of such final fraction in an amount equal to the same fraction of the
Current Market Price of a share of Common Stock calculated in accordance with
this Warrant.

     ADJUSTMENTS NOT PROVIDED FOR. If any change to the capitalization of the
Company should occur with respect to which a favorable adjustment to the rights
and interests of the Registered Holders of the Warrants should be made, and such
adjustment is not otherwise provided for in this Warrant, such appropriate
adjustment should be made as determined in good faith by the Board of Directors
of the Company.

     No Warrant may be exercised after 5:00 P.M., New York City time, on the
expiration date (the "Expiration Date") which will be March 15, 2005. All
Warrants evidenced hereby shall thereafter become void.


                          OTHER PROVISIONS RELATING TO
                          RIGHTS OF REGISTERED HOLDERS
                            OF WARRANT CERTIFICATES

                                       8

<PAGE>


     RIGHTS OF WARRANT HOLDERS. No Warrant Certificate shall entitle the
registered holder thereof to any of the rights of a stockholder of the Company,
including, without limitation, the right to vote, to receive dividends and other
distributions, to receive any notice of, or to attend, meetings of stockholders
or any other proceedings of the Company.

     LOST, STOLEN, MUTILATED OR DESTROYED WARRANT CERTIFICATES. If any Warrant
Certificate shall be mutilated, lost, stolen or destroyed, the Company in its
discretion may execute and deliver, in exchange and substitution for and upon
cancellation of a mutilated Warrant Certificate, or in lieu of or in
substitution for a lost, stolen or destroyed Warrant Certificate, a new Warrant
Certificate for the number of Warrants represented by the Warrant Certificate so
mutilated, lost, stolen or destroyed but only upon receipt of evidence of such
loss, theft or destruction of such Warrant Certificate, and of the ownership
thereof, and indemnity, if requested, all satisfactory to the Company.
Applicants for such substitute Warrant Certificates shall also comply with such
other reasonable regulations and pay such other reasonable charges incidental
thereto as the Company may prescribe. Any such new Warrant Certificate shall
constitute an original contractual obligation of the Company, whether or not the
allegedly lost, stolen, mutilated or destroyed Warrant Certificate shall be at
any time enforceable by anyone.


                   SPLIT UP, COMBINATION, EXCHANGE, TRANSFER,
                    AND CANCELLATION OF WARRANT CERTIFICATES

     SPLIT UP, COMBINATION, EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. Prior
to the latest time at which the Warrants may be exercised, subject to any
applicable laws, rules or regulations restricting transferability, Warrant
Certificates, subject to the provisions hereof, may be split up, combined or
exchanged for other Warrant Certificates representing a like aggregate number of
Warrants or may be transferred in whole or in part. Any holder desiring to split
up, combine or exchange a Warrant Certificate or Warrant Certificates shall make
such request in writing delivered to the Company at its principal office and
shall surrender the Warrant Certificate or Warrant Certificates so to be split
up, combined or exchanged at said office with the Form of Assignment. Upon any
such surrender for split up, combination, exchange or transfer, the Company
shall execute and deliver to the person entitled thereto a Warrant Certificate
or Warrant Certificates, as the case may be, as so requested in the Form of
Assignment. The Company may require the holder to pay a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any split
up, combination, exchange or transfer of Warrant Certificates prior to the
issuance of any new Warrant Certificate.

     CANCELLATION OF WARRANT CERTIFICATES. Any Warrant Certificate surrendered
upon the exercise of Warrants or for split up, combination, exchange or
transfer, or purchased or otherwise acquired by the Company, shall be canceled
and shall not be reissued by the

                                       9

<PAGE>

Company; and, except as otherwise provided herein in case of the exercise of
less than all of the Warrants evidenced by a Warrant Certificate or in case of a
split up, combination, exchange or transfer, no Warrant Certificate shall be
issued hereunder in lieu of such canceled Warrant Certificate. Any Warrant
Certificate so canceled shall be destroyed by the Company.

     AGREEMENT OF WARRANT CERTIFICATE HOLDERS. Every holder of a Warrant
Certificate by accepting the same consents and agrees with the Company and with
every other holder of a Warrant Certificate that:

          (a) transfer of the Warrant Certificates shall be registered on the
     books of the Company only if surrendered at the principal office of the
     Company, duly endorsed or accompanied by a proper instrument of transfer;
     and

          (b) prior to due presentment for registration of transfer, the Company
     may deem and treat the person in whose name the Warrant Certificate is
     registered as the absolute owner thereof and of the Warrants evidenced
     thereby (notwithstanding any notations of ownership or writing on the
     Warrant Certificates made by anyone other than the Company) for all
     purposes whatsoever, and the Company shall not be affected by any notice to
     the contrary.


                                  OTHER MATTERS

     GOVERNING LAW. The laws of the State of New York shall govern this Warrant
Certificate.



     IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed.

                                 PALATIN TECHNOLOGIES, INC.


                                 By:
                                    -------------------------------------------
                                          Stephen T. Wills, Vice President and
                                          Chief Financial Officer


                                       10

<PAGE>


                                     FORM OF
                              ELECTION TO PURCHASE

     The undersigned hereby irrevocably elects to exercise of the Warrants
represented by this Warrant Certificate and to purchase the shares of Common
Stock issuable upon the exercise of said Warrants, and requests that
certificates for such shares be issued and delivered as follows:

ISSUE
TO:___________________________________________________________________________
                                     (NAME)

______________________________________________________________________________
                          (ADDRESS, INCLUDING ZIP CODE)

______________________________________________________________________________
                (SOCIAL SECURITY OR OTHER TAX IDENTIFYING NUMBER)


DELIVER
TO:___________________________________________________________________________
                                     (NAME)

at ___________________________________________________________________________
                          (ADDRESS, INCLUDING ZIP CODE)

     If the number of Warrants hereby exercised is less than all the Warrants
represented by this Warrant Certificate, the undersigned requests that a new
Warrant Certificate representing the number of full Warrants not exercised be
issued and delivered as set forth below.

_______________________________________

     In full payment of the purchase price with respect to the Warrants
exercised and transfer taxes, if any, the undersigned hereby tenders payment of
$ by certified check or money order payable in United States currency to the
order of the Company.

                                       11

<PAGE>



Dated:_______________






__________________________                  __________________________________
(Insert Social Security or                  (Signature of registered
other identifying number                    holder)
of holder)


                                            __________________________________
                                            (Signature of registered
                                            holder, if co-owned)


NOTE: Signature must conform in all respects to name of holder as specified on
the face of the Warrant Certificate.


                                       12

<PAGE>


                                     FORM OF
                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the
Assignee named below all of the rights of the undersigned represented by the
within Warrant Certificate, with respect to the number of Warrants set forth
below:

Name of Assignee                    Address                 No. of Warrants
----------------                    -------                 ---------------





and does hereby irrevocably constitute and appoint ________________________
Attorney to make such transfer on the books of Palatin Technologies, Inc.
maintained for that purpose, with full power of substitution in the premises.

Dated: ___________________, 20__.



__________________________                  __________________________________
(Insert Social Security or                  Signature
 other identifying number
 of holder)

(Signature must conform in all respects to name of holder as specified on the
face of the Warrant Certificate.)


                                       13

<PAGE>


                                    APPENDIX

                               REGISTRATION RIGHTS

1. REGISTERED HOLDER. The registration rights set forth below are solely for the
benefit of the Registered Holder as defined in the Common Stock purchase
Warrants of Palatin Technologies, Inc., a Delaware corporation (the "Company")
which expire on March 15, 2005 (the "Warrants"). Assignment of these
registration rights is limited as set forth in Section 4(b).

2. REGISTRATION RIGHTS.

     2.1  CERTAIN DEFINITIONS. Unless otherwise defined in this Appendix, all
          capitalized terms in this Appendix shall have the meanings defined in
          the Warrants. As used in this Appendix, the following terms shall have
          the following meanings:

          (a)  "Commission" shall mean the Securities and Exchange Commission or
               any other federal agency at the time administering the Securities
               Act.

          (b)  "Form S-1, Form SB-1, Form S-2, Form SB-2 and Form S-3" shall
               mean Form S-1, Form SB-1, Form S-2, Form SB-2 or Form S-3,
               respectively, promulgated by the Commission or any substantially
               similar form then in effect.

          (c)  The terms "Register", "Registered" and "Registration" refer to a
               registration effected by preparing and filing a Registration
               Statement or Statements or similar documents in compliance with
               the Securities Act, and the declaration or ordering by the
               Commission of the effectiveness of such Registration Statement.

          (d)  "Registrable Securities" shall mean the Warrant Shares so long as
               such shares are ineligible for sale under subparagraph (k) of
               Rule 144.

          (e)  "Registration Expenses" shall mean all expenses incurred by the
               Company in complying with this Section 2, including, without
               limitation, all federal and state registration, qualification and
               filing fees, printing expenses, fees and disbursements of counsel
               for the Company, accountant fees, blue sky fees and expenses and,
               the expense of any special audits incident to or required by any
               such Registration.

                                       14

<PAGE>


          (f)  "Registration Statement" shall mean Form S-1, Form SB-1, Form
               S-2, Form SB-2 or Form S-3, whichever is applicable, unless
               otherwise specified herein.

          (g)  "Rule 144" shall mean Rule 144 promulgated by the Commission
               pursuant to the Securities Act.

          (h)  "Securities Act" shall mean the Securities Act of 1933, as
               amended.

          (i)  "Selling Expenses" shall mean all underwriting discounts and
               selling commissions applicable to the sale of Registrable
               Securities pursuant to this Appendix.

          (j)  "Selling Stockholder" shall mean a holder of Registrable
               Securities who requests Registration under Section 2.2 hereof.

          (k)  "Warrant Shares" shall mean the shares of Common Stock underlying
               the Warrants.


     2.2  PIGGYBACK REGISTRATION

          (a)  Any time after December 31, 2000 and until the time set forth in
               Section 2.2(g) hereof, each time that the Company proposes to
               Register a public offering of its Common Stock, other than (i)
               pursuant to a Registration Statement on Form S-4 or Form S-8 or
               similar or successor forms or (ii) on a Registration Statement
               filed in connection with an exchange offer or other offer of
               Common Stock solely to the then-existing stockholders of the
               Company, the Company shall promptly give written notice of such
               proposed Registration to all Registered Holders, which shall
               offer such holders the right to request inclusion of any
               Registrable Securities in the proposed Registration.

          (b)  Each Registered Holder shall have ten (10) days or such longer
               period as shall be set forth in the notice from the receipt of
               such notice to deliver to the Company a written request
               specifying the number of shares of Registrable Securities such
               holder intends to sell and the holder's intended plan of
               disposition.

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          (c)  The Company shall have the exclusive right to select all
               underwriters for any underwritten public offering of securities
               of the Company, including all Warrant Shares. In the event that
               the proposed Registration by the Company is, in whole or in part,
               an underwritten public offering of securities of the Company, any
               request under Section 2.2(b) shall contain the holder's agreement
               that the Registrable Securities will be included in the
               underwriting on the same terms and conditions as the shares of
               Common Stock, if any, otherwise being sold through underwriters
               under such Registration.

          (d)  Upon receipt of a written request pursuant to Section 2.2(b), the
               Company shall promptly use its best efforts to cause all such
               Registrable Securities to be Registered, to the extent required
               to permit sale or disposition as set forth in the written
               request.

          (e)  Notwithstanding the foregoing, if the managing underwriter of an
               underwritten public offering determines and advises in writing
               that the inclusion of all Registrable Securities proposed to be
               included in the underwritten public offering, together with any
               shares proposed to be sold by the Company for its own account and
               any other issued and outstanding shares of Common Stock proposed
               to be included therein by holders other than the holders of
               Registrable Securities (such other holders' shares hereinafter
               collectively referred to as the "Other Shares"), would interfere
               with the successful marketing of the securities proposed to be
               included in the underwritten public offering, including the price
               at which such securities can be sold, then the number of such
               shares of persons other than the Company that otherwise would be
               included in such underwritten public offering shall be excluded
               from such underwritten public offering in a number deemed
               necessary by such managing underwriter, first by excluding, to
               the extent necessary, other shares held by persons who have not
               exercised contractual rights to include such Shares in the
               offering pursuant to the Prior Registration Rights Agreements (as
               hereinafter defined), and then, to the extent necessary, by
               excluding Registrable Securities participating in such
               underwritten public offering, pro rata, based on the number of
               shares of Registrable Securities each holder proposes to include;
               and, then, excluding to the extent necessary, other Shares
               proposed to be included by the holders of other Shares who have
               exercised registration rights granted to them under registration
               rights agreements of the Company

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               in effect on the date hereof or any other registration rights in
               effect on the date hereof (collectively, the "Prior Registration
               Rights Agreements").

          (f)  All Warrant Shares that are not included in an underwritten
               public offering pursuant to Section 2.2 shall be withheld from
               the market by the holders thereof for a period, not to exceed 12
               months following a public offering, that the managing underwriter
               reasonably determines is necessary in order to effect the
               underwritten public offering. The holders of such Warrant Shares
               shall execute such documentation as the managing underwriter
               reasonably requests to evidence this lock-up.

          (g)  The registration rights provided by this Appendix shall expire
               with respect to any Registrable Security upon the earliest to
               occur of (i) the effectiveness of a Registration Statement that
               includes in the Registration effected thereby, at the request of
               a Selling Stockholder, such Registrable Security; (ii) the date
               on which such Registrable Security is eligible for resale under
               Rule 144 without regard to the volume limitations thereof; and
               (iii) five years from the date hereof.

     2.3  PREPARATION AND FILING. If and whenever the Company is under an
          obligation pursuant to the provisions of this Section 2 to use its
          best efforts to effect the Registration of any Registrable Securities,
          the Company shall, as expeditiously as practicable:

          (a)  prepare and file with the Commission a Registration Statement
               with respect to such Registrable Securities, using such form of
               available Registration Statement as is reasonably selected by the
               Company (unless otherwise specified herein), and use its best
               efforts to cause such Registration Statement to become and remain
               effective, keeping each Selling Stockholder advised as to the
               initiation, progress and completion of the Registration;

          (b)  prepare and file with the Commission such amendments and
               supplements to such Registration Statements and the prospectus
               used in connection therewith as may be necessary to keep such
               Registration Statement effective for six months, and to comply
               with the provisions of the Securities Act with respect to the
               sale or other disposition of all Registrable Securities covered
               by such Registration Statement;

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<PAGE>

          (c)  furnish to each Selling Stockholder such number of copies of any
               summary prospectus or other prospectus, including a preliminary
               prospectus and all amendments and supplements thereto, in
               conformity with the requirements of the Securities Act, and such
               other documents as such Selling Stockholder may reasonably
               request in order to facilitate the public sale or other
               disposition of such Registrable Securities; provided, however,
               that no such prospectus need be furnished more than six months
               after the effective date of the Registration Statement related
               thereto;

          (d)  use its best efforts to register or qualify the Registrable
               Securities covered by such Registration Statement under the
               securities or blue sky laws of such jurisdictions as each Selling
               Stockholder shall reasonably request and do any and all other
               acts or things which may be reasonably necessary or advisable to
               enable such holder to consummate the public sale or other
               disposition in such jurisdictions of such Registrable Securities;
               provided, however, that the Company shall not be required to
               consent to general service of process, qualify to do business as
               a foreign corporation where it would not be otherwise required to
               qualify or submit to liability for state or local taxes where it
               is not liable for such taxes or provide any undertaking or make
               any change in its Certificate of Incorporation; and

          (e)  at any time when a prospectus covered by such Registration
               Statement is required to be delivered under the Securities Act
               within the appropriate period mentioned in Section 2.3(b) hereof,
               notify each Selling Stockholder of the happening of any event as
               a result of which the prospectus included in such Registration
               Statement, as then in effect, includes an untrue statement of a
               material fact or omits to state a material fact required to be
               stated therein or necessary to make the statements therein not
               misleading in the light of the circumstances then existing and,
               at the request of such seller, prepare, file and furnish to such
               seller a reasonable number of copies of a supplement to or an
               amendment of such prospectus as may be necessary so that, as
               thereafter delivered to the purchasers of such shares, such
               prospectus shall not include an untrue statement of a material
               fact or omit to state a material fact required to be stated
               therein or necessary to make the statement therein not misleading
               in the light of the circumstances then existing. The Company may
               delay amending or supplementing the prospectus for a period of up
               to 90 days if the Company is then engaged in negotiations
               regarding a material transaction that has not been publicly
               disclosed, and the

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<PAGE>

               Selling Stockholders shall suspend their sale of Shares until an
               appropriate supplement or prospectus has been forwarded to them
               or the proposed transaction is abandoned.

     Notwithstanding the foregoing, with respect to the proposed Registration of
     Registrable Securities pursuant to Section 2.2 hereof, the Company may
     withdraw or cease proceeding with any proposed Registration of Registrable
     Securities if it has withdrawn or ceased proceeding with the proposed
     Registration of Common Stock of the Company with which the Registration of
     such Registrable Securities was to be included.

     2.4  EXPENSES. The Company shall pay all Registration Expenses incurred by
          the Company in complying with this Section 2.

     2.5  INFORMATION FURNISHED BY REGISTERED HOLDER. It shall be a condition
          precedent to the Company's obligations under this Appendix as to any
          Selling Stockholder that each Selling Stockholder furnish to the
          Company in writing such information regarding such Selling Stockholder
          and the distribution proposed by such Selling Stockholder as the
          Company may reasonably request.

     2.6  INDEMNIFICATION.

          2.6.1 COMPANY'S INDEMNIFICATION OF REGISTERED HOLDERS. The Company
               shall indemnify each Selling Stockholder, each of its officers,
               directors and constituent partners, and each person controlling
               (within the meaning of the Securities Act) such Selling
               Stockholder, against all claims, losses, damages or liabilities
               (or actions in respect thereof) suffered or incurred by any of
               them, to the extent such claims, losses, damages or liabilities
               arise out of or are based upon any untrue statement (or alleged
               untrue statement) of a material fact contained in any prospectus
               or any related Registration Statement incident to any such
               Registration, or any omission (or alleged omission) to state
               therein a material fact required to be stated therein or
               necessary to make the statements therein not misleading, or any
               violation by the Company of any rule or regulation promulgated
               under the Securities Act applicable to the Company and relating
               to actions or inaction required of the Company in connection with
               any such Registration; and the Company will reimburse each such
               Selling Stockholder, each of its officers, directors and
               constituent partners and each person who controls any such
               Selling Stockholder, for any reasonable, documented legal and
               other expenses incurred in

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<PAGE>

               connection with investigating or defending any such claim, loss,
               damage, liability or action; PROVIDED, HOWEVER, that the
               indemnity contained in this Section 2.6.1 shall not apply to
               amounts paid in settlement of any such claim, loss, damage,
               liability or action if settlement is effected without the consent
               of the Company (which consent shall not unreasonably be
               withheld); and PROVIDED, FURTHER, that the Company will not be
               liable in any such case to the extent that any such claim, loss,
               damage, liability or expense arises out of or is based upon any
               untrue (or alleged untrue) statement or omission based upon
               written information furnished to the Company by such Selling
               Stockholder, underwriter, controlling person or other indemnified
               person and stated to be for use in connection with the offering
               of securities of the Company.

          2.6.2 SELLING STOCKHOLDER'S INDEMNIFICATION OF COMPANY. Each Selling
               Stockholder shall indemnify the Company, each of its directors
               and officers, each underwriter, if any, of the Company's
               securities covered by a Registration Statement, each person who
               controls the Company or such underwriter within the meaning of
               the Securities Act, and each other Selling Stockholder, each of
               its officers, directors and constituent partners and each person
               controlling such other Selling Stockholder, against all claims,
               losses, damages and liabilities (or actions in respect thereof)
               suffered or incurred by any of them and arising out of or based
               upon any untrue statement (or alleged untrue statement) of a
               material fact contained in such Registration Statement or related
               prospectus, or any omission (or alleged omission) to state
               therein a material fact required to be stated therein or
               necessary to make the statements therein not misleading, or any
               violation by such Selling Stockholder of any rule or regulation
               promulgated under the Securities Act applicable to such Selling
               Stockholder and relating to actions or inaction required of such
               Selling Stockholder in connection with the Registration of the
               Registrable Securities pursuant to such Registration Statement;
               and will reimburse the Company, such other Selling Stockholders,
               such directors, officers, partners, persons, underwriters and
               controlling persons for any reasonable, documented legal and
               other expenses incurred in connection with investigating or
               defending any such claim, loss, damage, liability or action;
               PROVIDED, HOWEVER, that such indemnification and reimbursement
               shall be to the extent, but only to the extent, that such untrue
               statement (or alleged untrue statement) or omission (or alleged
               omission) is made in such Registration Statement or prospectus in
               reliance upon and in

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<PAGE>

               conformity with written information furnished to the Company by
               such Selling Stockholder and stated to be for use in connection
               with the offering of Registrable Securities.

          2.6.3 INDEMNIFICATION PROCEDURE. Promptly after receipt by an
               indemnified party under this Section 2.6 of notice of the
               commencement of any action which may give rise to a claim for
               indemnification hereunder, such indemnified party will, if a
               claim in respect thereof is to be made against an indemnifying
               party under this Section 2.6, notify the indemnifying party in
               writing of the commencement thereof and generally summarize such
               action. The indemnifying party shall have the right to
               participate in and to assume the defense of such claim, and shall
               be entitled to select counsel for the defense of such claim with
               the approval of any parties entitled to indemnification, which
               approval shall not be unreasonably withheld. Notwithstanding the
               foregoing, the parties entitled to indemnification shall have the
               right to employ separate counsel (reasonably satisfactory to the
               indemnifying party) to participate in the defense thereof, but
               the fees and expenses of such separate counsel shall be at the
               expense of such indemnified parties unless the named parties to
               such action or proceedings include both the indemnifying party
               and the indemnified parties and the indemnifying party or such
               indemnified parties shall have been advised by counsel that there
               are one or more legal defenses available to the indemnified
               parties which are different from or additional to those available
               to the indemnifying party (in which case, if the indemnified
               parties notify the indemnifying party in writing that they elect
               to employ separate counsel at the reasonable expense of the
               indemnifying party, the indemnifying party shall not have the
               right to assume the defense of such action or proceeding on
               behalf of the indemnified parties, it being understood, however,
               that the indemnifying party shall not, in connection with any
               such action or proceeding or separate or substantially similar or
               related action or proceeding in the same jurisdiction arising out
               of the same general allegations or circumstances, be liable for
               the reasonable, documented fees and expenses of more than one
               separate counsel at any time for all indemnified parties, which
               counsel shall be designated in writing by the Registered Holders
               of a majority of the Registrable Securities).

          2.6.4 CONTRIBUTION. If the indemnification provided for in this
               Section 2.6 from an indemnifying party is unavailable to an
               indemnified party

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<PAGE>

               hereunder in respect to any losses, claims, damages, liabilities
               or expenses referred to herein, then the indemnifying party, in
               lieu of indemnifying such indemnified party, shall contribute to
               the amount paid or payable by such indemnified party as a result
               of such losses, claims, damages, liabilities or expenses in such
               proportion as is appropriate to reflect the relative fault of the
               indemnifying party and indemnified party in connection with the
               statements or omissions which result in such losses, claims,
               damages, liabilities or expenses, as well as any other relevant
               equitable considerations. The relative fault of such indemnifying
               party and indemnified party shall be determined by reference to,
               among other things, whether the untrue or alleged untrue
               statement of a material fact or the omission or alleged omission
               to state a material fact relates to information supplied by such
               indemnifying party or indemnified party and the parties' relative
               intent, knowledge, access to information supplied by such
               indemnifying party or indemnified party and opportunity to
               correct or prevent such statement or omission. The amount paid or
               payable by a party as a result of the losses, claims, damages,
               liabilities and expenses referred to above shall be deemed to
               include any documented legal or other fees or expenses reasonably
               incurred by such party in connection with investigating or
               defending any action, suit, proceeding or claim, or in collecting
               such indemnity or reimbursement from the indemnifying party.



3. COVENANTS OF THE COMPANY.

     The Company agrees to:

     (a)  Notify the holders of Registrable Securities included in a
          Registration Statement (i) of the issuance by the Commission of any
          stop order suspending the effectiveness of such Registration Statement
          and (ii) upon learning of the initiation of any proceedings for the
          purpose of suspending such effectiveness, the existence of such
          proceedings. The Company will make every reasonable effort to prevent
          the issuance of any stop order and, if any stop order is issued, to
          obtain the lifting thereof at the earliest possible time.

     (b)  If the Common Stock is then listed on a national securities exchange,
          use its best efforts to cause the Registrable Securities to be listed
          on such exchange. If the Common Stock is not then listed on a national
          securities

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<PAGE>

          exchange, use its best efforts to facilitate the reporting of the
          Registrable Securities on Nasdaq.

     (c)  Take all other reasonable actions necessary to expedite and facilitate
          disposition of the Registrable Securities by the holders thereof
          pursuant to the Registration Statement.

     (d)  With a view to making available to the holders of Registrable
          Securities the benefits of Rule 144 promulgated under the Securities
          Act and any other rule or regulation of the Commission that may at any
          time permit the Registered Holders to sell securities of the Company
          to the public without registration, the Company agrees to:

          (i)  make and keep adequate current public information with respect to
               the Company available, as those terms are understood and defined
               in Rule 144, at all times after 90 days after the effective date
               of the first Registration Statement filed by the Company for the
               offering of its securities to the general public;

          (ii) file with the Commission in a timely manner all reports and other
               documents required of the Company under the Securities Act and
               the Securities Exchange Act of 1934 (the "1934 Act"); and

          (iii) furnish to each holder of Warrant Shares, so long as such holder
               of Warrant Shares owns any Warrant Shares, forthwith upon written
               request (a) a written statement by the Company as to whether it
               has complied with the reporting requirements of Rule 144, the
               Securities Act and the 1934 Act, (b) a copy of the most recent
               annual or quarterly report of the Company and such other reports
               and documents so filed by the Company and (c) such other
               information as may be reasonably requested and as is publicly
               available in availing the holders of Shares of any rule or
               regulation of the Commission which permits the selling of any
               such securities without registration.

     (e)  Prior to the filing of a Registration Statement or any amendment
          thereto (whether pre-effective or post-effective), and prior to the
          filing of any prospectus or prospectus supplement related thereto, the
          Company will provide each Selling Stockholder with copies of all pages
          thereto, if any, which reference such Selling Stockholder.

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<PAGE>

     (f)  If the Registration Statement relates to an underwritten offering,
          enter into and perform its obligations under an underwriting
          agreement, in usual and customary form, including, without limitation,
          customary indemnification and contribution obligations, with the
          underwriter's representative.

     (g)  Make generally available to its security holders as soon as
          practicable, but not later than forty five (45) days after the close
          of the period covered thereby, the Company's financial statements as
          filed with the Commission.

     (h)  At the request of the Registered Holders who hold a majority in
          interest of the Registrable Securities being sold, furnish to the
          underwriters, if any, on the date that Registrable Securities are
          delivered to the underwriters for sale in connection with a
          registration pursuant to this Appendix (i) an opinion, dated such
          date, of the counsel representing the Company for the purposes of such
          registration, in form and substance as is customarily given to
          underwriters in an underwritten public offering, addressed to the
          underwriters, and (ii) a letter, dated such date, from the independent
          certified public accountants of the Company, in form and substance as
          is customarily given by independent certified public accountants to
          underwriters in an underwritten public offering, addressed to the
          underwriters.

     (i)  Make available for inspection by any underwriters participating in the
          offering and the counsel, accountants or other agents retained by such
          underwriter, all pertinent financial and other records, corporate
          documents and properties of the Company, and cause the Company's
          officers, directors and employees to supply all information reasonably
          requested by such underwriters in connection with the Registration
          Statement.

     (j)  Provide a transfer agent and registrar, which may be a single entity,
          for the Registrable Securities not later than the effective date of
          the Registration Statement.

     (k)  Take all actions reasonably necessary to facilitate the timely
          preparation and delivery of certificates (not bearing any restrictive
          legend) representing the Registrable Securities sold pursuant to the
          Registration Statement and to enable such certificates to be in such
          denominations and registered in such names as the Registered Holders
          or any underwriters may reasonably request.

4. MISCELLANEOUS.

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<PAGE>

     (a)  This Appendix shall be governed by and construed under the laws of the
          State of New York.

     (b)  This Appendix may not be assigned by a Registered Holder other than to
          the purchaser or transferee of more than 5,000 of the Registered
          Holder's Warrants Warrant Shares, which purchaser or transferee shall
          be a permitted assign under the Warrants. Except as otherwise
          expressly provided herein, the provisions hereof shall inure to the
          benefit of, and be binding upon, the Registered Holders, their
          successors, permitted assigns, heirs, executors and administrators.

     (c)  The Warrants, together with this Appendix, constitute the full and
          entire understanding and agreement among the Company and the
          Registered Holders with regard to the subjects hereof and no party
          shall be liable or bound to any other party in any manner by any
          representations, warranties, covenants or agreements except as
          specifically set forth herein or therein. Nothing in this Appendix,
          express or implied, is intended to confer upon any party, other than
          the Company and the Registered Holders and their respective successors
          and permitted assigns, any rights, remedies, obligations, or
          liabilities under or by reason of this Appendix, except as expressly
          provided herein.

     (d)  In the event that any provision of this Appendix shall be invalid,
          illegal or unenforceable, it shall, to the extent practicable, be
          modified so as to make it valid, legal and enforceable and to retain
          as nearly as practicable the intent of the parties, and the validity
          legality, and enforceability of the remaining provisions shall not in
          any way be affected or impaired thereby. To the extent permitted by
          law, the parties waive the benefit of any provision of law that
          renders any provision of the Appendix invalid or unenforceable in any
          respect.

     (e)  Except as otherwise provided herein, any term of this Appendix may be
          amended, and the observance of any term of this Appendix may be waived
          (either generally or in a particular instance, either retroactively or
          prospectively, and either for a specified period of time or
          indefinitely), with the written consent of the Company and the
          Registered Holder.

     (f)  All notices and other communications required or permitted hereunder
          shall be in writing and shall be deemed effectively given upon
          personal delivery, on the first business day following mailing by
          overnight courier, or on the fifth day following mailing by registered
          or certified mail, return receipt requested, postage prepaid,
          addressed to the Company at its address as set

                                       25

<PAGE>

          forth in the Warrants and to the Registered Holder at its address as
          shown on the books of the Company.

     (g)  The titles of the paragraphs and subparagraphs of this Appendix are
          for convenience of reference only and are not to be considered in
          construing this Appendix.

     (h)  No waiver by the Company or the Registered Holder of any one or more
          defaults by any other party or parties in the performance of any of
          the provisions hereof shall operate or be construed as a waiver of any
          future default or defaults, whether of a like or different nature.
          Except as expressly provided herein, no failure or delay on the part
          of any party in exercising any right, power or remedy hereunder shall
          operate as a waiver thereof, nor shall any single or partial exercise
          of any such right, power or remedy preclude any other or further
          exercise thereof or the exercise of any other right, power or remedy.

                                [END OF APPENDIX]


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