ADOPTION AGREEMENT FOR MFS FUND DISTRIBUTORS, INC. NON-STANDARDIZED 401(K) PROFIT SHARING PLAN AND TRUST

ADOPTION AGREEMENT FOR

MFS FUND DISTRIBUTORS, INC.
NON-STANDARDIZED 401(K) PROFIT SHARING
PLAN AND TRUST

The undersigned Employer adopts the MFS Fund Distributors, Inc.
Non-Standardized 401(k) Profit Sharing Plan and Trust for those Employees who
shall qualify as Participants hereunder, to be known as the

A1 Cytogen Retirement Savings Plan
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(Enter Plan Name)

It shall be effective as of the date specified below. The Employer hereby
selects the following Plan specifications:

CAUTION: The failure to properly fill out this Adoption Agreement may
result in disqualification of the Plan.

EMPLOYER INFORMATION

B1 Name of Employer Cytogen Corporation
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B2 Address ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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City State Zip

Telephone (▇▇▇) ▇▇▇-▇▇▇▇
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B3 Employer Identification Number ▇▇-▇▇▇▇▇▇▇
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B4 Date Business Commenced 1980
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B5 TYPE OF ENTITY

a. ( ) S Corporation
b. ( ) Professional Service Corporation
c. (X ) Corporation
d. ( ) Sole Proprietorship
e. ( ) Partnership
f. ( ) Other
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AND, is the Employer a member of...
g. a controlled group? (X) Yes ( ) No
h. an affiliated service group? ( ) Yes (X) No

B6 NAME(S) OF TRUSTEE(S)

a.
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b.
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c.
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d.
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e.
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f.
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g.
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(X) If checked, MFS Heritage Trust Company is selected as Trustee.

NOTE: MFS Heritage Trust Company will act as Trustee only
when Plan assets are invested exclusively in mutual
funds distributed by MFS Fund Distributors, Inc. If
the Trustee is another corporation or an individual,
at least 50% of Plan assets must be so invested,
unless MFS Fund Distributors, Inc. otherwise agrees
in writing.

B7 TRUSTEES' ADDRESS

a. ( ) Use Employer Address

b. ( )
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Street

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City State Zip

c. (X) The address of MFS Heritage Trust Company is:

c/o MFS Service Center, Inc.
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

B8 LOCATION OF EMPLOYER'S PRINCIPAL OFFICE:

a. (X) State b. ( ) Commonwealth of c. New Jersey and this
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Plan and Trust shall be governed under the same.

B9 EMPLOYER FISCAL YEAR means the 12 consecutive month period:

Commencing on a. January 1st (e.g., January 1st) and
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month day

ending on b. December 31st .
--------------------------------
month day

PLAN INFORMATION

C1 EFFECTIVE DATE

This Adoption Agreement of the MFS Fund Distributors, Inc.
Non-Standardized 401(k) Profit Sharing Plan and Trust shall:

a. ( ) establish a new Plan and Trust effective as of ___ (hereinafter
called the "Effective Date").

b. (X) constitute an amendment and restatement in its entirety of a
previously established qualified Plan and Trust of the Employer
which was effective December 15, 1986 (hereinafter called the
"Effective Date"). Except as specifically provided in the Plan,
the effective date of this amendment and restatement is July 1,
2000 (For TRA '86 amendments, enter the first day of the first
Plan Year beginning in 1989).

C2 PLAN YEAR means the 12 consecutive month period:

Commencing on a. January 1st (e.g., January 1st)
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and ending on b. December 31st .
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IS THERE A SHORT PLAN YEAR?

c. (X) No
d. ( ) Yes, beginning

and ending .
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C3 ANNIVERSARY DATE of Plan (Annual Valuation Date)

a. December 31st
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month day

C4 PLAN NUMBER assigned by the Employer (select one)

a. (X) 001 b. ( ) 002 c. ( ) 003 d. ( ) Other
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C5 NAME OF PLAN ADMINISTRATOR (Document provides for the Employer to
appoint an Administrator. If none is named, the Employer will become
the Administrator.)

a. (X) Employer (Use Employer Address)

b. ( ) Name
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Address ( ) Use Employer Address

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-----------------------------------------------------------
City State Zip

Telephone
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Administrator's I.D. Number
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C6 PLAN'S AGENT FOR SERVICE OF LEGAL PROCESS

a. (X) Employer (Use Employer Address)

b. ( ) Name
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Address
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ELIGIBILITY, VESTING AND RETIREMENT AGE

D1 ELIGIBLE EMPLOYEES (Plan Section 1.15) shall mean:

a. ( ) all Employees who have satisfied the eligibility requirements.
b. (X) all Employees who have satisfied the eligibility requirements
except those checked below:

1. ( ) Employees paid by commissions only.
2. ( ) Employees hourly paid.
3. ( ) Employees paid by salary.
4. ( X ) Employees whose employment is governed by a
collective bargaining agreement between the Employer
and "employee representatives" under which retirement
benefits were the subject of good faith bargaining.
For this purpose, the term "employee representatives"
does not include any organization more than half of
whose members are employees who are owners, officers,
or executives of the Employer.
5. ( ) Highly Compensated Employees.
6. ( ) Employees who are non-resident aliens who received no
earned income (within the meaning of Code Section
911(d)(2)) from the Employer which constitutes
income from sources within the United States (within
the meaning of Code Section 861(a)(3)).
7. ( ) Other
----

NOTE: For purposes of this section, the term Employee shall include
all Employees of this Employer and any leased employees deemed
to be Employees under Code Section 414(n) or 414(o).

D2 EMPLOYEES OF AFFILIATED EMPLOYERS (Plan Section 1.16)

Employees of Affiliated Employers:

a. (X) will not or N/A
b. ( ) will

be treated as Employees of the Employer adopting the Plan.

NOTE: If D2b is elected, each Affiliated Employer should execute this
Adoption Agreement as a Participating Employer.

D3 HOURS OF SERVICE (Plan Section 1.31) will be determined on the basis of
the method selected below. Only one method may be selected. The method
selected will be applied to all Employees covered under the Plan.

a. (X) On the basis of actual hours for which an Employee is paid
or entitled to payment.

b. ( ) On the basis of days worked. An Employee will be credited
with ten (10) Hours of Service if under the Plan such
Employee would be credited with at least one (1) Hour of
Service during the day.

c. ( ) On the basis of weeks worked. An Employee will be credited
forty-five (45) Hours of Service if under the Plan such
Employee would be credited with at least one (1) Hour of
Service during the week.

d. ( ) On the basis of semi-monthly payroll periods. An Employee
will be credited ninety-five (95) Hours of Service if under
the Plan such Employee would be credited with at least one
(1) Hour of Service during the semi-monthly payroll period.

e. ( ) On the basis of months worked. An Employee will be credited
one hundred ninety (190) Hours of Service if under the Plan
such Employee would be credited with at least one (1) Hour
of Service during the month.

D4 CONDITIONS OF ELIGIBILITY (Plan Section 3.1)
(Check either a OR b and c, and if applicable, d)
Any Eligible Employee will be eligible to participate in the Plan if
such Eligible Employee has satisfied the service and age requirements,
if any, specified below:

a. ( ) NO AGE OR SERVICE REQUIRED.

b. (X) SERVICE REQUIREMENT. (may not exceed 1 year)

1. ( ) None
2. ( ) 1/2 Year of Service
3. ( ) 1 Year of Service
4. (X) Other 1month

NOTE: If the Year(s) of Service selected is or includes a
fractional year, an Employee will not be required to
complete any specified number of Hours of Service to receive
credit for such fractional year. If expressed in Months of
Service, an Employee will not be required to complete any
specified number of Hours of Service in a particular month.

c. (X) AGE REQUIREMENT. (may not exceed 21)

1. ( ) N/A - No Age Requirement.
2. ( ) 20 1/2
3. (X) 21
4. ( ) Other
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d. ( ) FOR NEW PLANS ONLY - Regardless of any of the above age or
service requirements, any Eligible Employee who was employed
on the Effective Date of the Plan shall be eligible to
participate hereunder and shall enter the Plan as of such
date.

D5 EFFECTIVE DATE OF PARTICIPATION (Plan Section 3.2) An Eligible Employee
shall become a Participant as of:

a. ( ) the first day of the Plan Year in which he met the
requirements.

b. ( ) the first day of the Plan Year in which he met the
requirements, if he met the requirements in the first 6
months of the Plan Year, or as of the first day of the next
succeeding Plan Year if he met the requirements in the last
6 months of the Plan Year.

c. ( ) the earlier of the first day of the seventh month or the
first day of the Plan Year coinciding with or next following
the date on which he met the requirements.

d. ( ) the first day of the Plan Year next following the date on
which he met the requirements. (Eligibility must be 1/2 Year
of Service or less and age 20 1/2 or less.)

e. (X) the first day of the month coinciding with or next following
the date on which he met the requirements.

f. ( ) Other:, provided that an Employee who has satisfied the
maximum age and service requirements that are permissible in
Section D4 above and who is otherwise entitled to
participate, shall commence participation no later than the
earlier of (a) 6 months after such requirements are
satisfied, or (b) the first day of the first Plan Year after
such requirements are satisfied, unless the Employee
separates from service before such participation date.

D6 VESTING OF PARTICIPANT'S INTEREST (Plan Section 6.4(b))

The vesting schedule, based on number of Years of Service, shall be as
follows:

a. ( ) 100% upon entering Plan. (Required if eligibility requirement is greater than one
(1) Year of Service.)

b. ( ) 0-2 years 0% c. ( ) 0-4 years 0%
3 years 100% 5 years 100%

d. ( ) 0-1 year 0% e. ( X ) 1 year 25%
2 years 20% 2 years 50%
3 years 40% 3 years 75%
4 years 60% 4 years 100%
5 years 80%
6 years 100%

f. ( ) 1 year 20% g. ( ) 0-2 years 0%
2 years 40% 3 years 20%
3 years 60% 4 years 40%
4 years 80% 5 years 60%
5 years 100% 6 years 80%
7 years 100%

h. ( ) Other - Must be at least as liberal as either c. or g. above.

Years of Service Percentage

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D7 FOR AMENDED PLANS (Plan Section 6.4(f)) If the vesting schedule has
been amended to a less favorable schedule, enter the pre-amended
schedule below:

a. (X) Vesting schedule has not been amended or amended schedule is
more favorable in all years.

b. ( ) Years of Service Percentage

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D8 TOP HEAVY VESTING (Plan Section 6.4(c)) If this Plan becomes a Top
Heavy Plan, the following vesting schedule, based on number of Years of
Service, for such Plan Year and each succeeding Plan Year, whether or
not the Plan is a Top Heavy Plan, shall apply and shall be treated as a
Plan amendment pursuant to this Plan. Once effective, this schedule
shall also apply to any contributions made prior to the effective date
of Code Section 416 and/or before the Plan became a Top Heavy Plan.

a. (X) N/A (D6a, b, d, e or f was selected)

b. ( ) 0-1 year0% c. ( ) 0-2 years 0%
2 years 20% 3 years 100%
3 years 40%
4 years 60%
5 years 80%
6 years 100%

NOTE: This section does not apply to the Account balances of any
Participant who does not have an Hour of Service after the
Plan has initially become top heavy. Such Participant's
Account balance attributable to Employer contributions and
Forfeitures will be determined without regard to this
section.

D9 VESTING (Plan Section 6.4(h)) In determining Years of Service for
vesting purposes, Years of Service attributable to the following shall
be EXCLUDED:

a. ( ) Service prior to the Effective Date of the Plan or a predecessor plan. b. (X) N/A.
c. ( ) Service prior to the time an Employee attained age 18. d. (X) N/A.

D10 PLAN SHALL RECOGNIZE SERVICE WITH PREDECESSOR EMPLOYER

a. ( ) No.
b. (X) Yes: Years of Service with Cellcor shall be recognized for
the purpose of this Plan.

NOTE: If the predecessor Employer maintained this qualified Plan,
then Years of Service with such predecessor Employer shall
be recognized pursuant to Section 1.74, and b. must be
marked.

D11 NORMAL RETIREMENT AGE ("NRA") (Plan Section 1.42) means:

a. (X) the date a Participant attains his 65th birthday.
(not to exceed 65th)

b. ( ) the later of the date a Participant attains his birthday
(not to exceed 65th) or the c. (not to exceed 5th)
anniversary of the first day of the Plan Year in which
participation in the Plan commenced.

D12 NORMAL RETIREMENT DATE (Plan Section 1.43) shall commence:

a. (X) as of the Participant's "NRA."

OR (must select b. or c. AND 1. or 2.)

b. ( ) as of the first day of the month...
c. ( ) as of the Anniversary Date...
1. ( ) coinciding with or next following the Participant's
"NRA."
2. ( ) nearest the Participant's "NRA".

D13 EARLY RETIREMENT DATE (Plan Section 1.12) means the:

a. (X) No Early Retirement provision provided.
b. ( ) date on which a Participant...
c. ( ) first day of the month coinciding with or next following the
date on which a Participant...
d. ( ) Anniversary Date coinciding with or next following the date
on which a Participant...

AND, if b., c. or d. was selected...

1. ( ) attains his ___ birthday and has

2. ( ) completed at least ___ Years of Service.

CONTRIBUTIONS, ALLOCATIONS AND DISTRIBUTIONS

E1 a. COMPENSATION (Plan Section 1.9) with respect to any Participant means:

1. ( ) Wages, tips and other Compensation on Form W-2.
2. ( X ) Code Section 3401(a) wages.
3. ( ) 415 safe-harbor compensation.

b. COMPENSATION shall be

1. ( X ) actually paid (must be selected if Plan is integrated)
2. ( ) accrued

c. HOWEVER, for non-integrated plans, Compensation shall exclude (select
all that apply):

1. ( X ) N/A. No exclusions
2. ( ) overtime
3. ( ) bonuses
4. ( ) commissions
5. ( ) other
----

d. FOR PURPOSES OF THIS SECTION E1, Compensation shall be based on:

1. ( X ) the Plan Year.
2. ( ) the Fiscal Year coinciding with or ending within the Plan
Year.
3. ( ) the Calendar Year coinciding with or ending within the
Plan Year.

NOTE: The Limitation Year shall be the same as the year on which
Compensation is based.

e. HOWEVER, for an Employee's first year of participation, Compensation
shall be recognized as of:

1. ( X ) the first day of the Plan Year.
2. ( ) the date the Participant entered the Plan.

f. IN ADDITION, COMPENSATION and "414(s) Compensation"
1. (X) shall 2. ( ) shall not include compensation which is not
currently includible in the Participant's gross income by reason of the
application of Code Sections 125, 402(a)(8), 402(h)(1)(B) or 403(b).

g. AND, COMPENSATION
1. ( ) shall 2. (X) shall not include (even if includible in gross
income) reimbursements or other expense allowances, fringe
benefits (cash or noncash), moving expenses, deferred
compensation, and welfare benefits.

E2 SALARY REDUCTION ARRANGEMENT - ELECTIVE CONTRIBUTION
(Plan Section 4.2) Each Employee may elect to have his Compensation
reduced by:

a. ( ) %
----
b. ( ) up to %
----
c. ( X ) from 1 % to 15 %
----- ------
d. ( ) up to the maximum percentage allowable not to exceed the
limits of Code Sections 401(k), 404 and 415.

AND...

e. ( X ) A Participant may elect to commence salary reductions as
of monthly (ENTER AT LEAST ONE DATE OR PERIOD). A
Participant may modify the amount of salary reductions as of
monthly (ENTER AT LEAST ONE DATE OR PERIOD).

AND...

Shall cash bonuses paid within 2 1/2 months after the end of the
Plan Year be subject to the salary reduction election?

f. ( X ) Yes
g. ( ) No

E3 FORMULA FOR DETERMINING EMPLOYER'S MATCHING CONTRIBUTION
(Plan Section 4.1(b))

a. ( ) N/A. There shall be no matching contributions.
b. ( ) The Employer shall make matching contributions equal to ___%
(e.g. 50%) of the Participant's salary reductions.
c. ( X ) The Employer may make matching contributions equal to a
discretionary percentage, to be determined by the Employer,
of the Participant's salary reductions.
d. ( ) The Employer shall make matching contributions equal to the
sum of ___% of the portion of the Participant's salary
reduction which does not exceed ___% of the Participant's
Compensation plus ___% of the portion of the Participant's
salary reduction which exceeds ____% of the Participant's
Compensation, but does not exceed ____% of the Participant's
Compensation.

e. ( ) The Employer shall make matching contributions equal to the
percentage determined under the following schedule:

Participant's Total Matching Percentage
Years of Service

____________ __________

FOR PLANS WITH MATCHING CONTRIBUTIONS

f. (X) Matching contributions g. ( ) shall h. (X) shall not be used
in satisfying the deferral percentage tests. (If used, full
vesting and restrictions on withdrawals will apply and the
match will be deemed to be an Elective Contribution).
i. (X) Shall a Year of Service be required in order to share in the
matching contribution?

With respect to Plan Years beginning after 1989...
1. ( ) Yes (Could cause Plan to violate minimum
participation and coverage requirements under Code
Sections 401(a)(26) and 410)
2. (X) No

With respect to Plan Years beginning before 1990...
1. ( X ) N/A, new Plan, or same as years beginning after 1989.
2. ( ) Yes
3. ( ) No

j. ( ) In determining matching contributions, only salary
reductions up to ___% of a Participant's Compensation will
be matched. k. (X) N/A

l. ( ) The matching contribution made on behalf of a Participant
for any Plan Year shall not exceed $____. m. (X) N/A

n. ( X ) Matching contributions shall be made on behalf of
1. (X) all Participants.
2. ( ) only Non-Highly Compensated Employees.
o. ( X ) Notwithstanding anything in the Plan to the contrary,
all matching contributions which relate to distributions of
Excess Deferred Compensation, Excess Contributions, and
Excess Aggregate Contributions shall be Forfeited. (Select
this option only if it is applicable.)

E4 WILL A DISCRETIONARY EMPLOYER CONTRIBUTION BE PROVIDED (OTHER THAN A
DISCRETIONARY MATCHING OR QUALIFIED NON-ELECTIVE CONTRIBUTION) (Plan
Section 4.1)?

a. ( ) No.
b. ( ) Yes, the Employer may make a discretionary contribution out of
its current or accumulated Net Profit.
c. ( X ) Yes, the Employer may make a discretionary contribution which is
not limited to its current or accumulated Net Profit.

IF YES (b. or c. is selected above), the Employer's discretionary
contribution shall be allocated as follows:

d. (X) FOR A NON-INTEGRATED PLAN

The Employer discretionary contribution for the Plan Year shall be
allocated in the same ratio as each Participant's Compensation bears to the
total of such Compensation of all Participants.

e. ( ) FOR AN INTEGRATED PLAN

The Employer discretionary contribution for the Plan Year shall be
allocated in accordance with Plan Section 4.4(b)(3) based on a
Participant's Compensation in excess of:

f. ( ) The Taxable Wage Base.
g. ( ) The greater of $10,000 or 20% of the Taxable Wage Base.
h. ( ) ____% of the Taxable Wage Base. (See Note below)
i. ( ) $____. (see Note below)

NOTE: The integration percentage of 5.7% shall be reduced to:

1. 4.3% if h. or i. above is more than 20% and less than or
equal to 80% of the Taxable Wage Base.
2. 5.4% if h. or i. above is less than 100% and more than 80%
of the Taxable Wage Base.

E5 QUALIFIED NON-ELECTIVE CONTRIBUTIONS (Plan Section 4.1)

a. (X) N/A. There shall be no Qualified Non-Elective Contributions
except as provided in Sections 4.6 and 4.8.
b. ( ) The Employer shall make a Qualified Non-Elective
Contribution equal to % of the total Compensation of all
Participants eligible to share in the allocations.
c. ( ) The Employer may make a Qualified Non-Elective Contribution in an
amount to be determined by the Employer.

E6 FORFEITURES (Plan Section 4.4(e))

a. Forfeitures of contributions other than matching contributions
shall be...

1. ( X ) added to the Employer's contribution under the Plan.
2. ( ) allocated to all Participants eligible to share in
the allocations in the same proportion that each
Participant's Compensation for the year bears to the
Compensation of all Participants for such year.

b. Forfeitures of matching contributions shall be...

1. ( ) N/A. No matching contributions or match is fully
vested.
2. ( X ) used to reduce the Employer's matching contribution.
3. ( ) allocated to all Participants eligible to share in
the allocations in proportion to each such
Participant's Compensation for the year.
4. ( ) allocated to all Non-Highly Compensated Employee's
eligible to share in the allocations in proportion to
each such Participant's Compensation for the
year.

E7 ALLOCATIONS TO ACTIVE PARTICIPANTS (Plan Section 4.4) With respect to
Plan Years beginning after 1989, a Participant...

a. ( ) shall (Plan may become discriminatory)
b. ( X ) shall not

be required to complete a Year of Service in order to share in any
Non-Elective Contributions (other than matching contributions) or
Qualified Non-Elective Contributions. For Plan Years beginning before
1990, the Plan provides that a Participant must complete a Year of
Service to share in the allocations.

E8 ALLOCATIONS TO TERMINATED PARTICIPANTS (Plan Section 4.4(l))
Any Participant who terminated employment during the Plan Year (i.e.
not actively employed on the last day of the Plan Year) for reasons
other than death, Total and Permanent Disability or retirement:

a. With respect to Employer Non-Elective Contributions (other than
matching), Qualified Non-Elective Contributions, and Forfeitures:

1. For Plan Years beginning after 1989,

i. ( ) N/A, Plan does not provide for such contributions.
ii. ( ) shall share in the allocations provided such
Participant completed more than 500 Hours of
Service.
iii. ( ) shall share in such allocations provided such
Participant completed a Year of Service.
iv. ( X ) shall not share in such allocations, regardless of
Hours of Service.

2. For Plan Years beginning before 1990,

i. ( X ) N/A, new Plan, or same as for Plan Years beginning
after 1989.
ii. ( ) shall share in such allocations provided such
Participant completed a Year of Service.
iii. ( ) shall not share in such allocations, regardless of
Hours of Service.

NOTE: If a.1.iii or iv is selected, the Plan could violate minimum
participation and coverage requirements under Code Sections
401(a)(26) and 410.

b. With respect to the allocation of Employer Matching Contributions,
a Participant:

1. For Plan Years beginning after 1989,

i. ( ) N/A, Plan does not provide for matching
contributions.
ii. ( X ) shall share in the allocations, regardless of Hours
of Service.
iii. ( ) shall share in the allocations provided such
Participant completed more than 500 Hours of
Service.
iv. ( ) shall share in such allocations provided such
Participant completed a Year of Service.
v. ( ) shall not share in such allocations, regardless of
Hours of Service.

2. For Plan Years beginning before 1990,

i. ( X ) N/A, new Plan, or same as years beginning after
1989.
ii. ( ) shall share in the allocations, regardless of Hours
of Service.
iii. ( ) shall share in such allocations provided such
Participant completed a Year of Service.
iv. ( ) shall not share in such allocations, regardless of
Hours of Service.

NOTE: If b.1.iv or v is selected, the Plan could violate minimum
participation and coverage requirements under Code Section
401(a)(26) and 410.

E9 ALLOCATIONS OF EARNINGS (Plan Section 4.4(c))

Allocations of earnings with respect to amounts contributed to the Plan
after the previous Anniversary Date or other valuation date shall be
determined...

a. ( ) by using a weighted average.
b. ( ) by treating one-half of all such contributions as being a
part of the Participant's nonsegregated account balance as
of the previous Anniversary Date or valuation date.
c. ( ) by using the method specified in Section 4.4(c).
d. ( X ) other: by using the actual investment experience of
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individual accounts
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E10 LIMITATIONS ON ALLOCATIONS (Plan Section 4.9)

a. If any Participant is or was covered under another qualified
defined contribution plan maintained by the Employer, other than a
Master or Prototype Plan or if the Employer maintains a welfare
benefit fund, as defined in Code Section 419(e), or an individual
medical account, as defined in Code Section 415(l)(2), under which
amounts are treated as Annual Additions with respect to any
Participant in this Plan:

1. ( X ) N/A.
2. ( ) The provisions of Section 4.9(b) of the Plan will
apply as if the other plan were a Master or Prototype
Plan.
3. ( ) Provide the method under which the Plans will limit
total Annual Additions to the Maximum Permissible
Amount, and will properly reduce any Excess Amounts,
in a manner that precludes Employer discretion.

b. If any Participant is or ever has been a Participant in a defined
benefit plan maintained by the Employer:

1. ( X ) N/A.
2. ( ) In any Limitation Year, the Annual Additions credited
to the Participant under this Plan may not cause the
sum of the Defined Benefit Plan Fraction and the
Defined Contribution Fraction to exceed 1.0. If the
Employer's contribution that would otherwise be made
on the Participant's behalf during the limitation
year would cause the 1.0 limitation to be exceeded,
the rate of contribution under this Plan will be
reduced so that the sum of the fractions equals 1.0.
If the 1.0 limitation is exceeded because of an
Excess Amount, such Excess Amount will be reduced in
accordance with Section 4.9(a)(4) of the Plan.
3. ( ) Provide the method under which the Plans involved
will satisfy the 1.0 limitation in a manner that
precludes Employer discretion.

E11 DISTRIBUTIONS UPON DEATH (Plan Section 6.6(h))
Distributions upon the death of a Participant prior to receiving any
benefits shall...

a. ( X ) be made pursuant to the election of the Participant or
beneficiary.
b. ( ) begin within 1 year of death for a designated beneficiary
and be payable over the life (or over a period not exceeding
the life expectancy) of such beneficiary, except that if the
beneficiary is the Participant's spouse, begin within the
time the Participant would have attained age 70 1/2.
c. ( ) be made within 5 years of death for all beneficiaries.
d. ( ) other
----

E12 LIFE EXPECTANCIES (Plan Section 6.5(f)) for minimum distributions
required pursuant to Code Section 401(a)(9) shall...

a. ( X ) be recalculated at the Participant's election.
b. ( ) be recalculated.
c. ( ) not be recalculated.

E13 CONDITIONS FOR DISTRIBUTIONS UPON TERMINATION
Distributions upon termination of employment pursuant to Section 6.4(a)
of the Plan shall not be made unless the following conditions have been
satisfied:

a. ( X ) N/A. Immediate distributions may be made at Participant's
election.
b. ( ) The Participant has incurred ___ 1-Year Break(s) in Service.
c. ( ) The Participant has reached his or her Early or Normal
Retirement Age.
d. ( ) Distributions may be made at the Participant's election on
or after the Anniversary Date following termination of
employment.
e. ( ) Other
----

E14 FORM OF DISTRIBUTIONS (Plan Sections 6.5 and 6.6)
Distributions under the Plan may be made...

a. 1. ( X ) in lump sums.
2. ( ) in lump sums or installments.

b. AND, pursuant to Plan Section 6.13,

1. ( ) no annuities are allowed (avoids Joint and Survivor
rules).
2. ( X ) annuities are allowed (Plan Section 6.13 shall not
apply).

NOTE: b.1. above may not be elected if this is an amendment to a
plan which permitted annuities as a form of distribution or
if this Plan has accepted a plan to plan transfer of assets
from a plan which permitted annuities as a form of
distribution.

c. AND may be made in...

1. ( ) cash only (except for insurance or annuity contracts).
2. (X) cash or property.

TOP HEAVY REQUIREMENTS

F1 TOP HEAVY DUPLICATIONS (Plan Section 4.4(i)): When a Non-Key Employee
is a Participant in this Plan and a Defined Benefit Plan maintained by
the Employer, indicate which method shall be utilized to avoid
duplication of top heavy minimum benefits.

a. (X) The Employer does not maintain a Defined Benefit Plan.
b. ( ) A minimum, non-integrated contribution of 5% of each Non-Key
Employee's total Compensation shall be provided in this
Plan, as specified in Section 4.4(i). (The Defined Benefit
and Defined Contribution Fractions will be computed using
100% if this choice is selected.)

c. ( ) A minimum, non-integrated contribution of 7 1/2% of each
Non-Key Employee's total Compensation shall be provided in
this Plan, as specified in Section 4.4(i). (If this choice
is selected, the Defined Benefit and Defined Contribution
Fractions will be computed using 125% for all Plan Years in
which the Plan is Top Heavy, but not Super Top Heavy.)

d. ( ) Specify the method under which the Plans will provide top
heavy minimum benefits for Non-Key Employees that will
preclude Employer discretion and avoid inadvertent
omissions, including any adjustments required under Code
Section 415(e).

F2 PRESENT VALUE OF ACCRUED BENEFIT (Plan Section 2.2) for Top Heavy
purposes where the Employer maintains a Defined Benefit Plan in
addition to this Plan, shall be based on...

a. (X) N/A. The Employer does not maintain a defined benefit plan.

b. ( ) Interest Rate:
----

Mortality Table:
----

F3 TOP HEAVY DUPLICATIONS: Employer maintaining two (2) or more Defined
Contribution Plans.

a. (X) N/A.
b. ( ) A minimum, non-integrated contribution of 3% of each Non-Key
Employee's total Compensation shall be provided in the Money
Purchase Plan (or other plan subject to Code Section 412),
where the Employer maintains two (2) or more non-paired
Defined Contribution Plans.
c. ( ) Specify the method under which the Plans will provide top
heavy minimum benefits for Non-Key Employees that will
preclude Employer discretion and avoid inadvertent
omissions, including any adjustments required under Code
Section 415(e).

MISCELLANEOUS

G1 LOANS TO PARTICIPANTS (Plan Section 7.4)

a. (X) Yes, loans may be made up to $50,000 or 1/2 Vested interest.
b. ( ) No, loans may not be made.

If YES, (check all that apply)...

c. (X) loans shall be treated as a Directed Investment.
d. ( ) loans shall only be made for hardship or financial necessity.
e. (X) the minimum loan shall be $1,000.
f. ( ) $10,000 de minimis loans may be made regardless of Vested
interest. (If selected, Plan may need security in addition to
Vested interest.)

NOTE: Department of Labor Regulations require the adoption of a
separate written loan program setting forth the requirements
outlined in Plan Section 7.4.

G2 DIRECTED INVESTMENT ACCOUNTS (Plan Section 4.13) are permitted for the
interest in any one or more accounts.

a. (X) Yes, regardless of the Participant's Vested interest in the
Plan.
b. ( ) Yes, but only with respect to the Participant's Vested
interest in the Plan.
c. ( ) Yes, but only with respect to those accounts which are
100% Vested.
d. ( ) No directed investments are permitted.

G3 TRANSFERS FROM QUALIFIED PLANS (Plan Section 4.11)

a. (X) Yes, transfers from qualified plans (and rollovers) will be
allowed.
b. ( ) No, transfers from qualified plans (and rollovers) will not be
allowed.

AND, transfers shall be permitted...

c. (X) from any Employee, even if not a Participant.
d. ( ) from Participants only.

G4 EMPLOYEES' VOLUNTARY CONTRIBUTIONS (Plan Section 4.12)

a. ( ) Yes, Voluntary Contributions are allowed subject to the
limits of Section 4.7.
b. (X) No, Voluntary Contributions will not be allowed.

NOTE: TRA '86 subjects voluntary contributions to strict
discrimination rules.

G5 HARDSHIP DISTRIBUTIONS (Plan Section 6.11)

a. (X) Yes, from any accounts which are 100% Vested.
b. ( ) Yes, from Participant's Elective Account only.
c. ( ) Yes, but limited to the Participant's Account only.
d. ( ) No.

NOTE: Distributions from a Participant's Elective Account are
limited to the portion of such account attributable to such
Participant's Deferred Compensation and earnings
attributable thereto up to December 31, 1988. Also hardship
distributions are not permitted from a Participant's
Qualified Non-Elective Account.

G6 PRE-RETIREMENT DISTRIBUTION (Plan Section 6.10)

a. (X) If a Participant has reached the age of 59 1/2 ,
distributions may be made, at the Participant's election,
from any accounts which are 100% Vested without requiring
the Participant to terminate employment.

b. ( ) No pre-retirement distribution may be made.

NOTE: Distributions from a Participant's Elective Account and
Qualified Non-Elective Account are not permitted prior to
age 59 1/2.

G7 TRUST INVESTMENTS: (Plan Section 7.2) Assets under this Plan shall be
invested as follows (select all that apply):

a. ( ) Life Insurance Contracts (must also select b. and/or c.)

1. ( ) shall be purchased at the option of the Administrator.
2. ( ) shall be purchased at the option of the Participant.

AND (select all that apply)...

3. ( ) Each initial Contract shall have a minimum face
amount of $_____.
4. ( ) Each additional life insurance contract shall have a
minimum face amount of $____.
5. ( ) No initial or additional life insurance shall be
purchased for any Participant who is under age ____
on the contract issue date.
6. ( ) No life insurance shall be purchased until the
Participant has been credited with __ Years of
Service.
7. ( ) No life insurance shall be purchased until the
Participant has been credited with ___ Years of
Service while a Participant in the Plan.
8. ( ) The maximum amount of all Contracts purchased on
behalf of a Participant shall not exceed $___.
9. ( ) Waiver of premium is included on all life
insurance contracts and is paid with the Employer
Contributions allocated to the Participant's
Accounts.

b. ( ) Annuity Contracts (as permitted by the Insurer) shall be
purchased...

1. ( ) at the option of the Administrator
2. ( ) at the option of the Participant

c. (X) Investments may be made in any investments permitted
pursuant to Plan Sections 7.2 and 7.3 other than those
permitted by a. or b. above unless so elected.

The adopting Employer may not rely on an opinion letter issued by the National
Office of the Internal Revenue Service as evidence that the plan is qualified
under Code Section 401. In order to obtain reliance with respect to plan
qualification, the Employer must apply to the appropriate Key District Office
for a determination letter.

The Employer may not rely on the opinion letter issued by the National Office of
the Internal Revenue Service as evidence that this Plan is qualified under Code
Section 401 unless the terms of the Plan, as herein adopted or amended, that
pertain to the requirements of Code Sections 401(a)(4), 401(a)(17), 401(l),
401(a)(5), 410(b) and 414(s), as amended by the Tax Reform Act of 1986, or later
laws, (a) are made effective retroactively to the first day of the first Plan
Year beginning after December 31, 1988 (or such later date on which these
requirements first become effective with respect to this Plan); or (b) are made
effective no later than the first day on which the Employer is no longer
entitled, under regulations, to rely on a reasonable, good faith interpretation
of these requirements, and the prior provisions of the Plan constitute such an
interpretation.

This Adoption Agreement may be used only in conjunction with basic Plan document
#02. This Adoption Agreement and the basic Plan document shall together be known
as MFS Fund Distributors, Inc. Non-Standardized 401(k) Profit Sharing Plan and
Trust #02-001.

The adoption of this Plan, its qualification by the IRS, and the related tax
consequences are the responsibility of the Employer and its independent tax and
legal advisors.

This Plan may be used only in conjunction with a product purchased from MFS Fund
Distributors, Inc. or any of its affiliates or subsidiaries.

MFS Fund Distributors, Inc. will notify the Employer of any amendments made to
the Plan or of the discontinuance or abandonment of the Plan provided this Plan
has been acknowledged by MFS Fund Distributors, Inc. or its authorized
representative. Furthermore, in order to be eligible to receive such
notification, we agree to notify MFS Fund Distributors, Inc. of any change in
address.

IN WITNESS WHEREOF, the Employer and Trustee hereby cause this Plan to be
executed on this 20 day of Mach, 2000. Furthermore, this Plan may not be used
unless acknowledged by MFS Fund Distributors, Inc. or its authorized
representative.

EMPLOYER:

Cytogen Corporation

By: /s/▇▇▇▇▇ ▇▇▇▇
-----------------------------
Employer Representative

------------------------------- -----------------------
TRUSTEE TRUSTEE

PARTICIPATING EMPLOYER:

Axcell
-------------------------------------------------------
(enter name)

By: /s/▇▇▇▇▇ ▇▇▇▇
-------------------------------------------------

The following Acceptance of MFS Heritage Trust Company will be completed if the
Bank is named as Trustee:

MFS Heritage Trust Company

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
----------------------------------------
Authorized Officer

NOTE: MFS Heritage Trust Company will act as Trustee only
when Plan assets are invested exclusively in mutual
funds distributed by MFS Fund Distributors, Inc. If
the Trustee is another corporation or an
individual, at least 50% of Plan assets must be so
invested, unless MFS Fund Distributors, Inc.
otherwise agrees in writing.

This Plan may not be used, and shall not be deemed to be a Prototype Plan,
unless an authorized representative of MFS Fund Distributors, Inc. has
acknowledged the use of the Plan. Such acknowledgment is for administerial
purposes only. It acknowledges that the Employer is using the Plan but does not
represent that this Plan, including the choices selected on the Adoption
Agreement, has been reviewed by a representative of the sponsor or constitutes a
qualified retirement plan.

MFS Fund Distributors, Inc.

By: /s/▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------------

With regard to any questions regarding the provisions of the Plan, adoption of
the Plan, or the effect of an opinion letter from the IRS, call or write (this
information must be completed by the sponsor of this Plan or its designated
representative):

Name ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.
----------------------------------------------

Address MFS Fund Distributors, Inc.
----------------------------------------------

▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------------------

▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------------------------

Telephone (▇▇▇) ▇▇▇-▇▇▇▇
----------------------------------------------

AMENDMENT TO
MFS FUND DISTRIBUTORS, INC.
401(K) PROFIT SHARING PLAN AND TRUST

1. Article VI of the Plan is amended by the addition of the new subsection,
effective as of the following date:

a. For Plans not entitled to extended reliance as described in
Revenue Ruling 94-76, the first day of the first Plan Year
beginning on or after December 31, 1994, or if later, 90 days
after December 31, 1994; or

b. For Plans entitled to extended reliance as described in Revenue
Ruling 94-76, as of the first day of the first plan year beginning
in 1999. However, in the event of a transfer of assets to the Plan
from a money purchase plan that occurs after the date of the most
recent determination letter, the effective date of the amendment
shall be the date immediately preceding the date of such transfer
of assets.

TRANSFER OF ASSETS FROM A MONEY PURCHASE PLAN

Notwithstanding any provision of this plan to the contrary, to the
extent that any optional form of benefit under this plan permits a distribution
prior to the employee's retirement, death, disability, or severance from
employment, and prior to plan termination, the optional form of benefit is not
available with respect to benefits attributable to assets (including the
post-transfer earnings thereon) and liabilities that are transferred, within the
meaning of Section 414(l) of the Internal Revenue Code, to this plan from a
money purchase pension plan qualified under 401(a) of the Internal Revenue Code
(other than any portion of those assets and liabilities attributable to
voluntary employee contributions).

2. Article VI is amended by the addition of the following new subsection,
effective as of December 12, 1994:

UNIFORMED SERVICES

Notwithstanding any provision of this plan to the contrary,
contributions, benefits and service credit with respect to qualified military
service will be provided in accordance with Section 414(u) of the Internal
Revenue Code.

Loan repayments will be suspended under this plan as permitted under
Code Section 414(u)(4).

Pursuant to the terms of the Plan regarding amendments, MFS Fund Distributors,
Inc., as the sponsor of the prototype, hereby adopts this amendment as of the
date set forth below.

MFS Fund Distributors, Inc.

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------

Title: Assistant Secretary
----------------------

Date: June 30, 1997
----------------------

AMENDMENT TO THE
CYTOGEN RETIREMENT SAVINGS PLAN

WHEREAS, Cytogen Corporation, a Delaware corporation (the "Company")
maintains the Cytogen Retirement Savings Plan (the "Plan"), currently in the
form of an amendment and restatement implemented by the Company through its
adoption, effective as of January 1, 2000, of the MFS Fund Distributors, Inc.
Non-Standardized 401(k) Profit Sharing Plan and Trust; and

WHEREAS, the Board of Directors of the Company has adopted formal
resolutions authorizing the formal amendment of the Plan and related documents
so as to permit the Company to make matching contributions to the Plan in the
form of transfer of the Company's common stock, par value $.01; and

WHEREAS, the Company has the authority to amend the Plan at any time
pursuant to Article VIII of the Plan, subject to certain limitations.

NOW, THEREFORE, effective as of January 1, 2001, the Adoption Agreement
forming a part of the Plan is hereby amended as follows:

1. A new section E15 is hereby added to the Adoption Agreement at the
end of the Section concerning "Contributions, Allocations and Distributions" to
read:

"E15 a. Matching contributions permitted under the Plan may, at the
Company's discretion, be in the form of a contribution of
the Company's common stock, par value $.01 ("Common Stock").

b. All such matching contributions shall be held in a separate
Company stock account or stock fund (the "Company Stock
Fund") as may be established for such purpose, with each
Participant's interest in such account or fund being subject
to the provisions set forth in this Section E15 and subject
further to such terms and conditions as may be established
pursuant to the documents by which such account or fund is
created.

c. Each Participant having an interest in the Company Stock
Fund shall have the right to direct that such interest be
liquidated and reinvested in any other investment option
available generally under the 401(k) Plan.

d. No Participant shall be permitted to acquire an interest in
the Company Stock Fund except by reason of a contribution of
Common Stock."

2. In all other respects, the Plan shall remain in full force and
effect. In all other respects, the provisions of the Plan shall remain in full
force and effect.

CYTOGEN CORPORATION,

By: /s/ H. ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------
H. ▇▇▇▇▇▇ ▇▇▇▇▇▇
President and Chief Executive Officer

ADOPTION AGREEMENT FOR MFS FUND DISTRIBUTORS, INC. NON-STANDARDIZED 401(K) PROFIT SHARING PLAN AND TRUST

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