PREFERRED STOCK                                        PREFERRED STOCK

Certificate Number A                                   Number of Shares


                                  [LOGO]

 
                      PALATIN TECHNOLOGIES, INC.

           Incorporated Under the Laws of the State of Delaware



             TRANSFER IS RESTRICTED    SEE LEGENDS ON REVERSE
                                    

                  SERIES A CONVERTIBLE PREFERRED STOCK
                             $.01 PAR VALUE


                                    
This Certifies That
                   ----------------------------------------------------
is the record owner of
                      -------------------------------------------------
fully paid and non-assessable shares of Series A 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             
 
                                                   --------------



                       PALATIN TECHNOLOGIES, INC.
                                CORPORATE
                                  SEAL
                                  1986
                                DELAWARE


Chairman                                                    Secretary




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.   
                                    
                                    
A portion of the stock represented by this certificate is subject to the
lock-up provisions set forth in section 1.18 of the subscription
agreement relating to such stock between the holder of this certificate
and the Corporation, and may not be sold or otherwise disposed of
without the prior written consent of Paramount Capital, Inc. 
                                    
                                    
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 A 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
Signed                                Employer Identification Number
      -------------------             of transferee, if known:----------

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