EXHIBIT 4.3

        Form of Warrants issued to institutional investors in June
        and September, 1996


NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AND NEITHER THIS WARRANT NOR SUCH SHARES MAY BE SOLD,
ENCUMBERED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN EXEMPTION
FROM SUCH REGISTRATION REQUIREMENT, AND, IF AN EXEMPTION SHALL BE
APPLICABLE, THE HOLDER SHALL HAVE DELIVERED AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Void after 5:00 P.M. Eastern Standard time, on the Expiration Date.

                   WARRANT TO PURCHASE COMMON STOCK
                                   
                                  OF
                                   
                           PARACELSIAN, INC.
                                   
FOR VALUE RECEIVED, Paracelsian, Inc., a Delaware corporation (the
"Company") hereby certifies that Xxxx or its permitted assigns
("Xxxx"), is entitled to purchase from the Company, at any time or from
time to time commencing 5:00 P.M., Eastern Standard Time, on the
Commencement Date (as defined below) and prior to 5:00 P.M., Eastern
Standard Time, on the fifth anniversary of the Commencement Date (the
"Expiration Date"), a total of fully paid and nonassessable
shares of the common stock, par value $.01 per share, of the Company
for an aggregate purchase price of $       per share.  (Hereinafter,
(i) said common stock, together with any other equity securities which
may be issued by the Company with respect thereto or in substitution
therefor, is referred to as the "Common Stock", (ii) the shares of the
Common Stock purchasable hereunder are referred to as the "Warrant
Shares", (iii) the aggregate purchase price payable hereunder for the
Warrant Shares is referred to as the "Aggregate Warrant Price", (iv)
the price payable hereunder for each of the Warrant Shares is referred
to as the "Exercise Price", (v) this Warrant, and all warrants
hereafter issued in exchange or substitution for this Warrant are
referred to as the "Warrant" and (vi) the holder of this Warrant is
referred to as the "Holder".)  The Exercise Price is subject to
adjustment as hereinafter provided.  The "Commencement Date" shall be
the 61st day after the day on which (1) the number of Warrant Shares
plus (2) the number of any shares of Common Stock owned by Xxxx
(including, for purposes of this paragraph, any affiliate of Xxxx whose
beneficial ownership would be aggregated with Xxxx for purposes of the
rules promulgated under Section 16 of the Exchange Act (as defined
below)) plus (3) the number of any shares of Common Stock that may then
be received by Xxxx upon exercise of warrants to purchase  and     
 shares of Common Stock, respectively, issued to Xxxx on plus
(4) the number of any shares of Common Stock that may then be received
by Xxxx upon exercise of a warrant to purchase shares of Common
Stock issued to Xxxx on     , shall equal less than 10% of the then
outstanding shares of Common Stock as is determined in accordance with
the rules promulgated under Section 16 of the Exchange Act.
               1.   Exercise of Warrant.   This Warrant may be exercised, in
whole at any time or in part from time to time, commencing 5:00 P.M.,
Eastern Standard Time, on the Commencement Date and prior to 5:00 P.M.,
Eastern Standard Time, on the Expiration Date, by the Holder of this
Warrant by the surrender of this Warrant (with the subscription form at
the end hereof duly executed) at the address set forth in Subsection
9(a) hereof, together with proper payment of the Aggregate Warrant
Price, or the proportionate part thereof if this Warrant is exercised
in part.  Payment for Warrant Shares shall be made by certified or
official bank check payable to the order of the Company.  If this
Warrant is exercised in part, this Warrant must be exercised for a
minimum of shares of the Common Stock (or such lesser number of
shares of Common Stock as shall remain available for purchase under the
terms of the Warrant), and the Holder is entitled to receive a new
Warrant covering the number of Warrant Shares in respect of which this
Warrant has not been exercised and setting forth the proportionate part
of the Aggregate Warrant Price applicable to such Warrant Shares.  Upon
such surrender of this Warrant, the Company will (a) issue a
certificate or certificates in the name of the Holder of the largest
number of whole shares of the Common Stock to which the Holder shall be
entitled if this Warrant is exercised in whole and (b) deliver the
proportionate part thereof if this Warrant is exercised in part,
pursuant to the provisions of the Warrant.  In lieu of any fractional
share of the Common Stock which would otherwise be issuable in respect
to the exercise of the Warrant, the Company at its option (a) may pay
in cash an amount equal to the product of (i) the daily mean average of
the Closing Price of a share of Common Stock on the ten consecutive
trading days before the Conversion Date and (ii) such fraction of a
share or (b) may issue an additional share of Common Stock.
               Upon exercise of the Warrant, the Company shall issue and deliver
to the Holder certificates for the Common Stock issuable upon such
exercise within ten business days after such exercise and the person
exercising shall be deemed to be the holder of record of the Common
Stock issuable upon such exercise.
               No warrant granted herein shall be exercisable after 5:00 P.M.,
Eastern Standard Time, on the Expiration Date.
               2.   Consolidations and Mergers.  In case of any consolidation or
merger of the Company with any other corporation (other than a wholly-owned
subsidiary of the Company), or in case of any sale or transfer of all or
substantially all of the assets of the Company, or in the case of any share
exchange pursuant to which all of the outstanding shares of Common Stock are
converted into other securities or property, the Company shall make appropriate
provision or cause appropriate provision to be made so that each Holder shall
have the right thereafter to obtain upon exercise of the Warrant the kind and
amount of shares of stock and other securities and property receivable upon such
consolidation, merger, sale, transfer, or share exchange by a holder of
the number of shares of Common Stock for which the Warrant may be
exercised prior to the effective date of such consolidation, merger,
sale, transfer, or share exchange.  If, in connection with any such
consolidation, merger, sale, transfer, or share exchange, each holder
of shares of Common Stock is entitled to elect to receive either
securities, cash, or other assets upon completion of such transaction,
the Company shall provide or cause to be provided to each Holder the
right to elect the securities, cash, or other assets for which the
Warrant may be exercised by such Holder subject to the same conditions
applicable to holders of the Common Stock (including, without
limitation, notice of the right to elect, limitations on the period in
which such election shall be made, and the effect of failing to
exercise such election).  The Company shall not effect any such
transaction unless the provisions of this paragraph have been complied
with.  The above provisions shall similarly apply to successive
consolidations, mergers, sales, transfers, or share exchanges.
               3.   Adjustments to the Exercise Price.  Notwithstanding anything
in this Section 3 to the contrary, no change in the Exercise Price
shall actually be made until the cumulative effect of the adjustments
called for by this Section 3 since the date of the last change in the
Exercise Price would change the Exercise Price by more than 1%. 
However, once the cumulative effect would result in such a change, then
the Exercise Price shall actually be changed to reflect all adjustments
called for by this Section 3 and not previously made.  Notwithstanding
anything in this Section 3 to the contrary, no change in the Exercise
Price shall be made that would result in an Exercise Price of less than
the par value of the Common Stock to be issued upon the exercise of
this Warrant.
               The "Closing Price" for each day shall be the closing price
regular way on such day as reported on the New York Stock Exchange
Composite Tape, or, if the Common Stock is not listed or admitted to
trading on such Exchange, on the principal national securities exchange
on which Common Stock is listed or admitted to trading, or, if not
listed or admitted to trading on any national securities exchange, the
closing bid price as reported on the Nasdaq Stock Market (or, if not so
reported, the closing price), or, if not admitted for quotation on the
Nasdaq Stock Market, the average of the high bid and low asked prices
on such day as recorded by the National Association of Securities
Dealers, Inc. through the National Association of Securities Dealers
Automated Quotations System ("NASDAQ"), or if the National Association
of Securities Dealers, Inc. through NASDAQ shall not have reported any
bid and asked prices for the Common Stock on such day, the average of
the bid and asked prices for such day as furnished by any New York
Stock Exchange member firm selected from time to time by the Company
for such purposes, or, if no such bid and asked prices can be obtained
from any such firm, the fair market value of one share of Common Stock
on such day as determined in good faith by the Board of Directors. 
Such determination by the Board of Directors shall be conclusive.
               Subject to the provisions of the first paragraph of this Section
3, the Exercise Price shall be appropriately adjusted from time to time
to account for stock splits, stock dividends, combinations,
recapitalizations, reclassifications and similar events and under
certain circumstances as follows:
                    (i)  In case the Company shall issue rights or warrants to
all holders of Common Stock entitling such holders to subscribe for or
purchase Common Stock on the record date referred to below at a price
per share less than the average daily Closing Prices of the Common
Stock for the 30 consecutive business days commencing 45 business days
before the record date (the "Current Market Price"), then, in each such
case, the Exercise Price in effect on such record date shall be
adjusted in accordance with the following formula:
               EP1 = EP x O + N x P
                            M
                    _________
                       O + N

where
          EP1  =    the adjusted Exercise Price.
          EP   =    the current Exercise Price.
          O    =    the number of shares of Common Stock
       outstanding on the record date.
          N    =    the number of additional shares of Common
       Stock issuable pursuant to the exercise of such rights
       or warrants.
          P    =    the offering price per share of the additional
       shares (which amount shall include amounts received by
       the Corporation in respect of the issuance and exercise
       of such rights or warrants).
          M    =    the Current Market Price per share of Common
       Stock on the record date mentioned below.
       
       Such adjustment shall become effective immediately after the record
date for the determination of stockholders entitled to receive such
rights or warrants.  If any or all such rights or warrants are not so
issued or expire or terminate before being exercised, the Exercise
Price then in effect shall be readjusted appropriately.
                    (ii) In case the Company shall, by dividend or otherwise,
distribute to all holders of its Common Stock evidences of its
indebtedness or assets (including securities, but excluding any
warrants or subscription rights referred to in subparagraph (i) above
and any dividend or distribution paid in cash out of the retained
earnings of the Company), then in each such case the Exercise Price
then in effect shall be adjusted in accordance with the following
formula:
               EP1 = EP x M-F
                        M

where

          EP1  =    the adjusted Exercise Price.
          EP   =    the current Exercise Price.
          M    =    the Current Market Price per share of Common
       Stock on the record date mentioned below.
          F    =    the aggregate amount of such cash dividend
       (other than a cash dividend paid out of retained
       earnings) and/or the fair market value on the record
       date of the assets or securities to be distributed
       divided by the number of shares of Common Stock
       outstanding on the record date.  The Board of Directors
       shall determine such fair market value, which
       determination shall be conclusive.
       
       Such adjustment shall become effective immediately after the record
date for the determination of stockholders entitled to receive such
dividend or distribution.
                    (iii)     All calculations hereunder shall be made to the
nearest cent or to the nearest 1/100 of a share, as the case may be.
                    (iv) If at any time as a result of an adjustment made
pursuant to Section 2, the Holder of any Warrant thereafter exercised
shall become entitled to receive securities, cash, or assets other than
Common Stock, the number or amount of such securities or property so
receivable upon exercise shall be subject to adjustment from time to
time in a manner and on terms as nearly equivalent as practicable to
the provisions with respect to the Common Stock contained in
subparagraphs (i) to (iii) above.
                    Except as otherwise provided above in this Section 3, no
adjustment in the Exercise Price shall be made in respect of any
conversion for share distributions or dividends theretofore declared
and paid or payable on the Common Stock.
                    Whenever the Exercise Price is adjusted, the Company will
give notice by mail to the Holders, which notice shall be made within
45 days after the effective date of such adjustment and shall state the
adjustment and the Exercise Price.  Notwithstanding the foregoing
notice provisions, failure by the Company to give such notice or a
defect in such notice shall not affect the binding nature of such
corporate action of the Company.
  Whenever the Company shall propose to take any of the actions
specified in Section 2 or in subparagraphs (i) or (ii) of the third
paragraph of this Section 3 which would result in any adjustment in the
Exercise Price under this Section 3, the Company shall cause a notice
to be mailed at least 15 business days prior to the date on which the
books of the Company will close or on which a record will be taken for
such action, to the Holders.  Such notice shall specify the action
proposed to be taken by the Company and the date as of which holders of
record of the Common Stock shall participate in any such actions or be
entitled to exchange their Common Stock for securities or other
property, as the case may be.  Failure by the Corporation to mail the
notice or any defect in such notice shall not affect the validity of
the transaction.
               Notwithstanding any other provision of this Section 3, no
adjustment in the Exercise Price need by made (a) for sales of Common
Stock pursuant to a plan for reinvestment of dividends and interest,
provided that the purchase price in any such sale is at least equal to
the fair market value of the Common Stock at the time of such purchase;
(b) for sales of up to 750,000 shares of Common Stock pursuant to any
plan adopted by the Corporation for the benefit of its employees,
directors, or consultants; or (c) after the Common Stock becomes
convertible into cash (no interest shall accrue on the cash).
               4.   Reservation of Warrant Shares.   The Company agrees that,
prior to the expiration of this Warrant, the Company will at all times
have authorized and reserved, and will keep available, solely for
issuance or delivery upon the exercise of this Warrant, the number of
shares of the Common Stock as from time to time shall be receivable
upon the exercise of this Warrant.
               5.   Fully Paid Stock; Taxes.The Company agrees that the shares
of the Common Stock represented by each and every certificate for
Warrant Shares delivered on the exercise of this Warrant shall, at the
time of such delivery, be validly issued and outstanding, fully paid
and nonassessable, and not subject to preemptive rights, and the
Company will take all such actions as may be necessary to assure that
the par value or stated value, if any, per share of the Common  Stock
is at all times equal to or less than the then Exercise Price.  The
Company further covenants and agrees that it will pay, when due and
payable, any and all Federal and state stamp, original issue or similar
taxes that may be payable in respect of the issue of any Warrant Shares
or certificate therefor.
               6.   Transfer.
               a)   Securities Laws.   Neither this Warrant nor the Warrant
Shares issuable upon the exercise hereof have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or under any
state securities laws and unless so registered may not be transferred,
sold, pledged, hypothecated or otherwise disposed of unless an
exemption from such registration is available.  In the event Holder
desires to transfer this Warrant or any of the Warrant Shares issued,
the Holder must give the Company prior written notice of such proposed
transfer including the name and address of the proposed transferee. 
Such transfer may be made only either (i) upon publication by the
Securities and Exchange Commission (the "Commission") of a ruling,
interpretation, opinion or "no action letter" based upon facts
presented to said Commission, or (ii) upon receipt by the Company of an
opinion of counsel to the Company in either case to the effect that the
proposed transfer will not violate the provisions of the Securities
Act, the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or the rules and regulations promulgated under either such act,
or in the case of clause (ii) above, to the effect that the Warrant or
Warrant Shares to be sold or transferred has been registered under the
Securities Act and that there is in effect a registration statement in
which is included a prospectus meeting the requirements of Section
10(a) of the Securities Act, which is being or will be delivered to the
purchaser or transferee at or prior to the time of delivery of the
certificates evidencing the Warrant or Warrant Shares to be sold or
transferred.
               (b)  Conditions to Transfer.   Prior to any such proposed
transfer, and as a condition thereto, if such transfer is not made
pursuant to an effective registration statement under the Securities
Act, the Holder will, if requested by the Company, deliver to the
Company (i) an investment covenant signed by the proposed transferee,
(ii) an agreement by such transferee to the impression of the
restrictive investment legend set forth herein on the certificate or
certificates representing the securities acquired by such transferee,
(iii) an agreement by such transferee that the Company may place a
"stop transfer order" with its transfer agent or registrar, and (iv) an
agreement by the transferee to indemnify the Company to the same extent
as set forth in the next succeeding paragraph.
               (c)  Indemnity.   The Holder acknowledges that the Holder
understands the meaning and legal consequences of this Section 6, and
the Holder hereby agrees to indemnify and hold harmless the Company,
its representatives and each officer and director thereof from and
against any and all loss, damage or liability (including all attorneys'
fees and costs incurred in enforcing this indemnity provision) due to
or arising out of (a) the inaccuracy of any representation or the
breach of any warranty of the Holder contained in, or any other breach
of, this Warrant, (b) any transfer of the Warrant or any of the Warrant
Shares in violation of the Securities Act, the Exchange Act or the
rules and regulations promulgated under either of such acts, (c) any
transfer of the Warrants or any of the Warrant Shares not in accordance
with this Warrant, or (d) any untrue statement or omission to state any
material fact in connection with the investment representations or with
respect to the facts and representations supplied by the Holder to
counsel to the Company upon which its opinion as to a proposed transfer
shall have been based.
               (d)  Transfer. Except as restricted hereby, this Warrant and the
Warrant Shares may be transferred by the Holder in whole or in part at
any time or from time to time.  Upon surrender of this Warrant to the
Company or at the office of its stock transfer agent, if any, with
assignment documentation duly executed and funds sufficient to pay any
transfer tax, and upon compliance with the foregoing provisions, the
Company shall, without charge, execute and deliver a new Warrant in the
name of the assignee named in such instrument of assignment, and this
Warrant shall promptly be canceled.  Any assignment, transfer, pledge,
hypothecation or other disposition of this Warrant attempted contrary
to the provisions of this Warrant, or any levy of execution, attachment
or other process attempted upon this Warrant, shall be null and void
and without effect.
               (e)  Legend and Stop Transfer Orders.   Unless the Warrant Shares
have been registered under the Securities Act, upon exercise of any
part of the Warrant and the issuance of any of the Warrant Shares, the
Company shall instruct its transfer agent to enter stop transfer orders
with respect to such shares, and all certificates representing Warrant
Shares shall bear on the face thereof substantially the following
legend:
               "The shares of common stock represented by
  this certificate have not been registered under the
  Securities Act of 1933, as amended, and may not be
  sold, offered for sale, assigned, transferred or
  otherwise disposed of unless registered pursuant to
  the provisions of that Act or an opinion of counsel
  to the Company is obtained stating that such
  disposition is in compliance with an available
  exemption from such registration."
  
               7.   Loss, etc. of Warrant.   Upon receipt of evidence
satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant, and of an unsecured indemnity from the
Holder reasonably satisfactory to the Company, if lost, stolen or
destroyed, and upon surrender and cancellation of the Warrant, if
mutilated, the Company shall execute and deliver to the Holder a new
Warrant of like date, tenor and denomination.
               8.   Warrant Holder Not Shareholder.   Except as otherwise
provided herein, this Warrant does not confer upon the Holder any right
to vote or to consent to or receive notice as a shareholder of the
Company, as such, in respect of any matters whatsoever, or any other
rights or liabilities as a shareholder, prior to the exercise hereof.
               9.   Communication.   No notice or other communication under this
Warrant shall be effective unless the same is in writing and is mailed
by first-class mail, postage prepaid, addressed to:
                    (a)  the Company at 222 Langmuir Laboratories, Cornell
Technology Park, Ithaca, New York 14850 or such other address as the
Company has designated in writing to the Holder, with a copy to       .
                    (b)  the Holder at           or such other address as the
Holder has designated in writing to the Company, with a copy to Xxxx,   
     .
               10.  Headings. The headings of this Warrant have been inserted as
a matter of convenience and shall not affect the construction hereof.
               11.  Applicable Law.   This Warrant shall be governed by and
construed in accordance with the laws of the State of Delaware without
giving effect to the principles of conflicts of law thereof.

Dated as of  
PARACELSIAN, INC.

By: __________________________________
               

Agreed and Accepted as of  

XXXX

By: __________________________________


NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT
OF 1933, AND NEITHER THIS WARRANT NOR SUCH SHARES MAY BE SOLD,
ENCUMBERED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN EXEMPTION
FROM SUCH REGISTRATION REQUIREMENT, AND, IF AN EXEMPTION SHALL BE
APPLICABLE, THE HOLDER SHALL HAVE DELIVERED AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Void after 5:00 P.M. Eastern Standard time, on             .

                   WARRANT TO PURCHASE COMMON STOCK
                                   
                                  OF
                                   
                           PARACELSIAN, INC.
                                   
                                   
FOR VALUE RECEIVED, Paracelsian, Inc., a Delaware corporation (the
"Company") hereby certifies that xxxxx or its permitted assigns, is
entitled to purchase from the Company, at any time or from time to time
commencing 5:00 P.M., Eastern Standard Time, on        and prior to
5:00 P.M., Eastern Standard Time, on       , a total of        fully
paid and nonassessable shares of the common stock, par value $.01 per
share, of the Company for an aggregate purchase price of $      per
share.  (Hereinafter, (i) said common stock, together with any other
equity securities which may be issued by the Company with respect
thereto or in substitution therefor, is referred to as the "Common
Stock", (ii) the shares of the Common Stock purchasable hereunder are
referred to as the "Warrant Shares", (iii) the aggregate purchase price
payable hereunder for the Warrant Shares is referred to as the
"Aggregate Warrant Price", (iv) the price payable hereunder for each of
the Warrant Shares is referred to as the "Exercise Price", (v) this
Warrant, and all warrants hereafter issued in exchange or substitution
for this Warrant are referred to as the "Warrant" and (vi) the holder
of this Warrant is referred to as the "Holder".)  The Exercise Price is
subject to adjustment as hereinafter provided.
               1.   Exercise of Warrant.   This Warrant may be exercised, in
whole at any time or in part from time to time, commencing 5:00 P.M.,
Eastern Standard Time, on       and prior to 5:00 P.M., Eastern
Standard Time, on        , by the Holder of this Warrant by the
surrender of this Warrant (with the subscription form at the end hereof
duly executed) at the address set forth in Subsection 9(a) hereof,
together with proper payment of the Aggregate Warrant Price, or the
proportionate part thereof if this Warrant is exercised in part. 
Payment for Warrant Shares shall be made by certified or official bank
check payable to the order of the Company.  If this Warrant is
exercised in part, this Warrant must be exercised for a minimum of      
  shares of the Common Stock (or such lesser number of shares of Common
Stock as shall remain available for purchase under the terms of the
Warrant), and the Holder is entitled to receive a new Warrant covering
the number of Warrant Shares in respect of which this Warrant has not
been exercised and setting forth the proportionate part of the
Aggregate Warrant Price applicable to such Warrant Shares.  Upon such
surrender of this Warrant, the Company will (a) issue a certificate or
certificates in the name of the Holder of the largest number of whole
shares of the Common Stock to which the Holder shall be entitled if
this Warrant is exercised in whole and (b) deliver the proportionate
part thereof if this Warrant is exercised in part, pursuant to the
provisions of the Warrant.  In lieu of any fractional share of the
Common Stock which would otherwise be issuable in respect to the
exercise of the Warrant, the Company at its option (a) may pay in cash
an amount equal to the product of (i) the daily mean average of the
Closing Price of a share of Common Stock on the ten consecutive trading
days before the Conversion Date and (ii) such fraction of a share or
(b) may issue an additional share of Common Stock.
               Upon exercise of the Warrant, the Company shall issue and deliver
to the Holder certificates for the Common Stock issuable upon such
exercise within ten business days after such exercise and the person
exercising shall be deemed to be the holder of record of the Common
Stock issuable upon such exercise.
               No warrant granted herein shall be exercisable after 5:00 P.M.,
Eastern Standard Time,           .
               2.   Consolidations and Mergers. In case of any consolidation or
merger of the Company with any other corporation (other than a wholly-owned
subsidiary of the Company), or in case of any sale or transfer of all or
substantially all of the assets of the Company, or in the case
of any share exchange pursuant to which all of the outstanding shares
of Common Stock are converted into other securities or property, the
Company shall make appropriate provision or cause appropriate provision
to be made so that each Holder shall have the right thereafter to
obtain upon exercise of the Warrant the kind and amount of shares of
stock and other securities and property receivable upon such
consolidation, merger, sale, transfer, or share exchange by a holder of
the number of shares of Common Stock for which the Warrant may be
exercised prior to the effective date of such consolidation, merger,
sale, transfer, or share exchange.  If, in connection with any such
consolidation, merger, sale, transfer, or share exchange, each holder
of shares of Common Stock is entitled to elect to receive either
securities, cash, or other assets upon completion of such transaction,
the Company shall provide or cause to be provided to each Holder the
right to elect the securities, cash, or other assets for which the
Warrant may be exercised by such Holder subject to the same conditions
applicable to holders of the Common Stock (including, without
limitation, notice of the right to elect, limitations on the period in
which such election shall be made, and the effect of failing to
exercise such election).  The Company shall not effect any such
transaction unless the provisions of this paragraph have been complied
with.  The above provisions shall similarly apply to successive
consolidations, mergers, sales, transfers, or share exchanges.
               3.   Adjustments to the Exercise Price.  Notwithstanding anything
in this Section 3 to the contrary, no change in the Exercise Price
shall actually be made until the cumulative effect of the adjustments
called for by this Section 3 since the date of the last change in the
Exercise Price would change the Exercise Price by more than 1%. 
However, once the cumulative effect would result in such a change, then
the Exercise Price shall actually be changed to reflect all adjustments
called for by this Section 3 and not previously made.  Notwithstanding
anything in this Section 3 to the contrary, no change in the Exercise
Price shall be made that would result in an Exercise Price of less than
the par value of the Common Stock to be issued upon the exercise of
this Warrant.
               The "Closing Price" for each day shall be the closing price
regular way on such day as reported on the New York Stock Exchange
Composite Tape, or, if the Common Stock is not listed or admitted to
trading on such Exchange, on the principal national securities exchange
on which Common Stock is listed or admitted to trading, or, if not
listed or admitted to trading on any national securities exchange, the
closing bid price as reported on the Nasdaq Stock Market (or, if not so
reported, the closing price), or, if not admitted for quotation on the
Nasdaq Stock Market, the average of the high bid and low asked prices
on such day as recorded by the National Association of Securities
Dealers, Inc. through the National Association of Securities Dealers
Automated Quotations System ("NASDAQ"), or if the National Association
of Securities Dealers, Inc. through NASDAQ shall not have reported any
bid and asked prices for the Common Stock on such day, the average of
the bid and asked prices for such day as furnished by any New York
Stock Exchange member firm selected from time to time by the Company
for such purposes, or, if no such bid and asked prices can be obtained
from any such firm, the fair market value of one share of Common Stock
on such day as determined in good faith by the Board of Directors. 
Such determination by the Board of Directors shall be conclusive.
               Subject to the provisions of the first paragraph of this Section
3, the Exercise Price shall be appropriately adjusted from time to time
to account for stock splits, stock dividends, combinations,
recapitalizations, reclassifications and similar events and under
certain circumstances as follows:
                    (i)  In case the Company shall issue rights or warrants to
all holders of Common Stock entitling such holders to subscribe for or
purchase Common Stock on the record date referred to below at a price
per share less than the average daily Closing Prices of the Common
Stock for the 30 consecutive business days commencing 45 business days
before the record date (the "Current Market Price"), then, in each such
case, the Exercise Price in effect on such record date shall be
adjusted in accordance with the following formula:
               EP1 = EP x O + N x P
                            M
                    _________
                       O + N

where
          EP1  =    the adjusted Exercise Price.
          EP   =    the current Exercise Price.
          O    =    the number of shares of Common Stock
       outstanding on the record date.
          N    =    the number of additional shares of Common
       Stock issuable pursuant to the exercise of such rights
       or warrants.
          P    =    the offering price per share of the additional
       shares (which amount shall include amounts received by
       the Corporation in respect of the issuance and exercise
       of such rights or warrants).
          M    =    the Current Market Price per share of Common
       Stock on the record date mentioned below.
       
       Such adjustment shall become effective immediately after the record
date for the determination of stockholders entitled to receive such
rights or warrants.  If any or all such rights or warrants are not so
issued or expire or terminate before being exercised, the Exercise
Price then in effect shall be readjusted appropriately.
                    (ii) In case the Company shall, by dividend or otherwise,
distribute to all holders of its Common Stock evidences of its
indebtedness or assets (including securities, but excluding any
warrants or subscription rights referred to in subparagraph (i) above
and any dividend or distribution paid in cash out of the retained
earnings of the Company), then in each such case the Exercise Price
then in effect shall be adjusted in accordance with the following
formula:
               EP1 = EP x M-F
                        M

where

          EP1  =    the adjusted Exercise Price.
          EP   =    the current Exercise Price.
          M    =    the Current Market Price per share of Common
       Stock on the record date mentioned below.
          F    =    the aggregate amount of such cash dividend
       (other than a cash dividend paid out of retained
       earnings) and/or the fair market value on the record
       date of the assets or securities to be distributed
       divided by the number of shares of Common Stock
       outstanding on the record date.  The Board of Directors
       shall determine such fair market value, which
       determination shall be conclusive.
       
       Such adjustment shall become effective immediately after the record
date for the determination of stockholders entitled to receive such
dividend or distribution.
                    (iii)     All calculations hereunder shall be made to the
nearest cent or to the nearest 1/100 of a share, as the case may be.
                    (iv) If at any time as a result of an adjustment made
pursuant to Section 2, the Holder of any Warrant thereafter exercised
shall become entitled to receive securities, cash, or assets other than
Common Stock, the number or amount of such securities or property so
receivable upon exercise shall be subject to adjustment from time to
time in a manner and on terms as nearly equivalent as practicable to
the provisions with respect to the Common Stock contained in
subparagraphs (i) to (iii) above.
                    Except as otherwise provided above in this Section 3, no
adjustment in the Exercise Price shall be made in respect of any
conversion for share distributions or dividends theretofore declared
and paid or payable on the Common Stock.
                    Whenever the Exercise Price is adjusted, the Company will
give notice by mail to the Holders, which notice shall be made within
45 days after the effective date of such adjustment and shall state the
adjustment and the Exercise Price.  Notwithstanding the foregoing
notice provisions, failure by the Company to give such notice or a
defect in such notice shall not affect the binding nature of such
corporate action of the Company.
           Whenever the Company shall propose to take any of the actions
specified in Section 2 or in subparagraphs (i) or (ii) of the third
paragraph of this Section 3 which would result in any adjustment in the
Exercise Price under this Section 3, the Company shall cause a notice
to be mailed at least 15 business days prior to the date on which the
books of the Company will close or on which a record will be taken for
such action, to the Holders.  Such notice shall specify the action
proposed to be taken by the Company and the date as of which holders of
record of the Common Stock shall participate in any such actions or be
entitled to exchange their Common Stock for securities or other
property, as the case may be.  Failure by the Corporation to mail the
notice or any defect in such notice shall not affect the validity of
the transaction.
               Notwithstanding any other provision of this Section 3, no
adjustment in the Exercise Price need by made (a) for sales of Common
Stock pursuant to a plan for reinvestment of dividends and interest,
provided that the purchase price in any such sale is at least equal to
the fair market value of the Common Stock at the time of such purchase;
(b) for sales of up to 750,000 shares of Common Stock pursuant to any
plan adopted by the Corporation for the benefit of its employees,
directors, or consultants; or (c) after the Common Stock becomes
convertible into cash (no interest shall accrue on the cash).
               4.   Reservation of Warrant Shares.   The Company agrees that,
prior to the expiration of this Warrant, the Company will at all times
have authorized and reserved, and will keep available, solely for
issuance or delivery upon the exercise of this Warrant, the number of
shares of the Common Stock as from time to time shall be receivable
upon the exercise of this Warrant.
               5.   Fully Paid Stock; Taxes. The Company agrees that the shares
of the Common Stock represented by each and every certificate for
Warrant Shares delivered on the exercise of this Warrant shall, at the
time of such delivery, be validly issued and outstanding, fully paid
and nonassessable, and not subject to preemptive rights, and the
Company will take all such actions as may be necessary to assure that
the par value or stated value, if any, per share of the Common  Stock
is at all times equal to or less than the then Exercise Price.  The
Company further covenants and agrees that it will pay, when due and
payable, any and all Federal and state stamp, original issue or similar
taxes that may be payable in respect of the issue of any Warrant Shares
or certificate therefor.
               6.   Transfer.
               a)   Securities Laws.   Neither this Warrant nor the Warrant
Shares issuable upon the exercise hereof have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or under any
state securities laws and unless so registered may not be transferred,
sold, pledged, hypothecated or otherwise disposed of unless an
exemption from such registration is available.  In the event Holder
desires to transfer this Warrant or any of the Warrant Shares issued,
the Holder must give the Company prior written notice of such proposed
transfer including the name and address of the proposed transferee. 
Such transfer may be made only either (i) upon publication by the
Securities and Exchange Commission (the "Commission") of a ruling,
interpretation, opinion or "no action letter" based upon facts
presented to said Commission, or (ii) upon receipt by the Company of an
opinion of counsel to the Company in either case to the effect that the
proposed transfer will not violate the provisions of the Securities
Act, the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or the rules and regulations promulgated under either such act,
or in the case of clause (ii) above, to the effect that the Warrant or
Warrant Shares to be sold or transferred has been registered under the
Securities Act and that there is in effect a registration statement in
which is included a prospectus meeting the requirements of Section
10(a) of the Securities Act, which is being or will be delivered to the
purchaser or transferee at or prior to the time of delivery of the
certificates evidencing the Warrant or Warrant Shares to be sold or
transferred.
               (b)  Conditions to Transfer.   Prior to any such proposed
transfer, and as a condition thereto, if such transfer is not made
pursuant to an effective registration statement under the Securities
Act, the Holder will, if requested by the Company, deliver to the
Company (i) an investment covenant signed by the proposed transferee,
(ii) an agreement by such transferee to the impression of the
restrictive investment legend set forth herein on the certificate or
certificates representing the securities acquired by such transferee,
(iii) an agreement by such transferee that the Company may place a
"stop transfer order" with its transfer agent or registrar, and (iv) an
agreement by the transferee to indemnify the Company to the same extent
as set forth in the next succeeding paragraph.
               (c)  Indemnity.   The Holder acknowledges that the Holder
understands the meaning and legal consequences of this Section 6, and
the Holder hereby agrees to indemnify and hold harmless the Company,
its representatives and each officer and director thereof from and
against any and all loss, damage or liability (including all attorneys'
fees and costs incurred in enforcing this indemnity provision) due to
or arising out of (a) the inaccuracy of any representation or the
breach of any warranty of the Holder contained in, or any other breach
of, this Warrant, (b) any transfer of the Warrant or any of the Warrant
Shares in violation of the Securities Act, the Exchange Act or the
rules and regulations promulgated under either of such acts, (c) any
transfer of the Warrants or any of the Warrant Shares not in accordance
with this Warrant, or (d) any untrue statement or omission to state any
material fact in connection with the investment representations or with
respect to the facts and representations supplied by the Holder to
counsel to the Company upon which its opinion as to a proposed transfer
shall have been based.
               (d)  Transfer. Except as restricted hereby, this Warrant and the
Warrant Shares may be transferred by the Holder in whole or in part at
any time or from time to time.  Upon surrender of this Warrant to the
Company or at the office of its stock transfer agent, if any, with
assignment documentation duly executed and funds sufficient to pay any
transfer tax, and upon compliance with the foregoing provisions, the
Company shall, without charge, execute and deliver a new Warrant in the
name of the assignee named in such instrument of assignment, and this
Warrant shall promptly be canceled.  Any assignment, transfer, pledge,
hypothecation or other disposition of this Warrant attempted contrary
to the provisions of this Warrant, or any levy of execution, attachment
or other process attempted upon this Warrant, shall be null and void
and without effect.
               (e)  Legend and Stop Transfer Orders.   Unless the Warrant Shares
have been registered under the Securities Act, upon exercise of any
part of the Warrant and the issuance of any of the Warrant Shares, the
Company shall instruct its transfer agent to enter stop transfer orders
with respect to such shares, and all certificates representing Warrant
Shares shall bear on the face thereof substantially the following
legend:
               "The shares of common stock represented by
  this certificate have not been registered under the
  Securities Act of 1933, as amended, and may not be
  sold, offered for sale, assigned, transferred or
  otherwise disposed of unless registered pursuant to
  the provisions of that Act or an opinion of counsel
  to the Company is obtained stating that such
  disposition is in compliance with an available
  exemption from such registration."
  
               7.   Loss, etc. of Warrant.   Upon receipt of evidence
satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant, and of an unsecured indemnity from the
Holder reasonably satisfactory to the Company, if lost, stolen or
destroyed, and upon surrender and cancellation of the Warrant, if
mutilated, the Company shall execute and deliver to the Holder a new
Warrant of like date, tenor and denomination.
               8.   Warrant Holder Not Shareholder.   Except as otherwise
provided herein, this Warrant does not confer upon the Holder any right
to vote or to consent to or receive notice as a shareholder of the
Company, as such, in respect of any matters whatsoever, or any other
rights or liabilities as a shareholder, prior to the exercise hereof.
               9.   Communication.   No notice or other communication under this
Warrant shall be effective unless the same is in writing and is mailed
by first-class mail, postage prepaid, addressed to:
                    (a)  the Company at 222 Langmuir Laboratories, Cornell
Technology Park, Ithaca, New York 14850 or such other address as the
Company has designated in writing to the Holder, with a copy to      .
                    (b)  the Holder at or such other address as the Holder
has designated in writing to the Company.
               10.  Headings. The headings of this Warrant have been inserted as
a matter of convenience and shall not affect the construction hereof.
               11.  Applicable Law.   This Warrant shall be governed by and
construed in accordance with the laws of the State of Delaware without
giving effect to the principles of conflicts of law thereof.

Dated as of        
PARACELSIAN, INC.

By: __________________________________
               

Agreed and Accepted as of  

xxxxx

By: __________________________________

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