PREFERRED STOCK                                                  PREFERRED STOCK
-----------------------        [GRAPHIC OMITTED]         -----------------------

  Certificate Number       PALATIN TECHNOLOGIES, INC.       Number of Shares
        C0000                                                   000,000
-----------------------                                  -----------------------
              Incorporated Under the Laws of the State of Delaware


                 TRANSFER IS RESTRICTED - SEE LEGENDS ON REVERSE


                      SERIES C CONVERTIBLE PREFERRED STOCK
                                 $.01 PAR VALUE

THIS  CERTIFIES THAT [Name of Holder] is the record owner of [zero thousand zero
hundred] fully paid and non-assessable  shares of Series C Convertible Preferred
Stock of Palatin Technologies, Inc. transferable on the books of the Corporation
by the holder hereof in person or by Attorney upon surrender of this Certificate
properly endorsed.

WITNESS the seal of the  Corporation  and the signatures of its duly  authorized
officers.                                                 Dated ______ __, ____.



/s/ Edward J. Quilty
                               [GRAPHIC OMITTED]        ------------------------
      Chairman                                              Secretary


<PAGE>


--------------------------------------------------------------------------------
THE SHARES OF STOCK  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
UNDER THE U.S.  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY
OTHER  APPLICABLE  SECURITIES LAWS, HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS
FROM THE  REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE  STATE
SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED
OF  EXCEPT  PURSUANT  TO (1)  AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE
SECURITIES ACT, OR (2) AN OPINION OF COUNSEL,  SATISFACTORY TO THE  CORPORATION,
THAT AN EXEMPTION  FROM  REGISTRATION  UNDER THE  SECURITIES  ACT AND APPLICABLE
STATE SECURITIES LAWS IS AVAILABLE.
--------------------------------------------------------------------------------
The Corporation  will furnish without charge to each stockholder who so requests
the powers, designations, preferences, and relative, participating, optional, or
other  special  rights  of  each  class  of  stock  or  series  thereof  and the
qualifications,  limitations or restrictions of such preferences  and/or rights.
--------------------------------------------------------------------------------

FOR VALUE RECEIVED, (I/we) sell, assign and transfer to ________________________
___________________   shares  of  the  Series  C  Convertible   Preferred  Stock
represented by this Certificate,  and appoint  _____________________________  to
transfer  the said Stock on the books of Palatin  Technologies,  Inc.  with full
power of substitution in the premises.
                                                  ------------------------------
                                                  Social Security Number or
                                                  Employer Identification Number
                                                  of transferee, if known:

Signed________________ Dated ____________

                                                  ------------------------------


Signed________________ Dated ____________

                                    NOTICE: THE SIGNATURE(S) ON THIS ASSIGNMENT
                                   MUST CORRESPOND WITH THE NAME(S) WRITTEN UPON
                                       THE FACE OF THE CERTIFICATE, IN EVERY
                                         PARTICULAR, WITHOUT ALTERATION OR
                                        ENLARGEMENT, OR ANY CHANGE WHATEVER.

--------------------------------------------------------------------------------