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                                                                    EXHIBIT 10.1

                          SECURITIES PURCHASE AGREEMENT

      This Securities Purchase Agreement (this "Agreement") is dated as of
January 20, 2005, among CytRx Corporation, a Delaware corporation (the
"Company"), and the purchasers identified on the signature pages hereto (each,
including its successors and assigns, a "Purchaser" and collectively the
"Purchasers").

      WHEREAS, subject to the terms and conditions set forth in this Agreement
and pursuant to Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act"), and Rule 506 promulgated thereunder, the Company desires to
issue and sell to each Purchaser, and each Purchaser, severally and not jointly,
desires to purchase from the Company, securities of the Company as more fully
described in this Agreement.

      NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this
Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and each Purchaser agree
as follows:

                                   ARTICLE I.
                                   DEFINITIONS

      1.1 Definitions. In addition to the terms defined elsewhere in this
Agreement, for all purposes of this Agreement, the following terms have the
meanings indicated in this Section 1.1:

            "Action" shall have the meaning ascribed to such term in Section
      3.1(j).

            "Affiliate" means any Person that, directly or indirectly through
      one or more intermediaries, controls or is controlled by or is under
      common control with a Person, as such terms are used in and construed
      under Rule 144 under the Securities Act. With respect to a Purchaser, any
      investment fund or managed account that is managed on a discretionary
      basis by the same investment manager as such Purchaser will be deemed to
      be an Affiliate of such Purchaser.

            "Closing" means the closing of the purchase and sale of the Shares
      and Warrants pursuant to Section 2.1.

            "Closing Date" means the Trading Day when all of the Transaction
      Documents have been executed and delivered by the applicable parties
      thereto, and all conditions precedent to (a) the Purchasers' obligations
      to pay the Subscription Amount have been satisfied or waived and (b) the
      Company's obligations to deliver the Securities have been satisfied or
      waived.

            "Closing Price" means on any particular date (a) the last reported
      closing bid price per share of Common Stock on such date on the Trading
      Market (as reported by Bloomberg L.P. at 4:15 PM (New York time), or (b)
      if there is no such price on such date, then the closing bid price on the
      Trading Market on the date nearest preceding such

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      date (as reported by Bloomberg L.P. at 4:15 PM (New York time) for the
      closing bid price for regular session trading on such day), or (c) if the
      Common Stock is not then listed or quoted on the Trading Market and if
      prices for the Common Stock are then reported in the "pink sheets"
      published by the National Quotation Bureau Incorporated (or a similar
      organization or agency succeeding to its functions of reporting prices),
      the most recent bid price per share of the Common Stock so reported, or
      (d) if the shares of Common Stock are not then publicly traded the fair
      market value of a share of Common Stock as determined by an appraiser
      selected in good faith by the Purchasers of a majority in interest of the
      Shares then outstanding.

            "Commission" means the Securities and Exchange Commission.

            "Common Stock" means the common stock of the Company, par value
      $0.001 per share, and any securities into which such common stock shall
      hereinafter have been reclassified into.

            "Common Stock Equivalents" means any securities of the Company or
      the Subsidiaries which would entitle the holder thereof to acquire at any
      time Common Stock, including without limitation, any debt, preferred
      stock, rights, options, warrants or other instrument that is at any time
      convertible into or exchangeable for, or otherwise entitles the holder
      thereof to receive, Common Stock.

            "Company Counsel" means Troy & Gould Professional Corporation,
      counsel to the Company.

            "Disclosure Schedules" shall have the meaning ascribed to such term
      in Section 3.1 hereof.

            "Effective Date" means the date that the Registration Statement
      filed by the Company pursuant to the Registration Rights Agreement is
      first declared effective by the Commission.

            "Exchange Act" means the Securities Exchange Act of 1934, as
      amended.

            "Exempt Issuance" means the issuance of (a) shares of Common Stock
      or options to employees, officers or directors of the Company pursuant to
      any stock or option plan duly adopted by a majority of the non-employee
      members of the Board of Directors of the Company or a majority of the
      members of a committee of non-employee directors established for such
      purpose, (b) securities upon the exercise of or conversion of any
      securities issued hereunder, convertible securities, options and warrants
      issued and outstanding on the date of this Agreement, provided that such
      securities have not been amended since the date of this Agreement to
      increase the number of such securities, (c) securities issuable pursuant
      to anti-dilution adjustment provisions, liquidated damages provisions or
      similar provisions of any convertible securities, options, warrants and
      other agreements outstanding on the date of this agreement, and (d)
      securities issued pursuant to acquisitions or strategic transactions,
      provided any such issuance shall only be to a Person which is, itself or
      through its subsidiaries, a research and development company

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      or an operating company in a business synergistic with the business of the
      Company and in which the Company receives benefits in addition to the
      investment of funds, but shall not include a transaction in which the
      Company is issuing securities primarily for the purpose of raising capital
      or to an entity whose primary business is investing in securities.

            "FW" means Feldman Weinstein LLP with offices at 420 Lexington
      Avenue, Suite 2620, New York, New York 10170-0002, counsel to Rodman &
      Renshaw, Inc., the placement agent to the transaction.

            "GAAP" shall have the meaning ascribed to such term in Section
      3.1(h) hereof.

            "Knowledge" means the following: a Person other than a natural
      person will be deemed to have Knowledge of a particular fact or other
      matter if any natural person who is serving as a director or executive
      officer of such Person, after due inquiry, has actual knowledge of a
      particular fact or matter.

            "Liens" means a lien, charge, security interest, encumbrance, right
      of first refusal, preemptive right or other restriction.

            "Losses" means any and all losses, claims, damages, liabilities,
      settlement costs and expenses, including costs of preparation and
      reasonable attorneys' fees.

            "Material Adverse Effect" shall have the meaning assigned to such
      term in Section 3.1(b) hereof.

            "Material Permits" shall have the meaning ascribed to such term in
      Section 3.1(m).

            "Participation Maximum" shall have the meaning ascribed to such term
      in Section 4.16.

            "Per Share Purchase Price" equals $1.23, subject to adjustment for
      reverse and forward stock splits, stock dividends, stock combinations and
      other similar transactions of the Common Stock that occur after the date
      of this Agreement.

            "Person" means an individual or corporation, partnership, trust,
      incorporated or unincorporated association, joint venture, limited
      liability company, joint stock company, government (or an agency or
      subdivision thereof) or other entity of any kind.

            "Pre-Notice" shall have the meaning ascribed to such term in Section
      4.16.

            "Registration Rights Agreement" means the Registration Rights
      Agreement, dated the date hereof, among the Company and the Purchasers, in
      the form of Exhibit A attached hereto.

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            "Registration Statement" means a registration statement meeting the
      requirements set forth in the Registration Rights Agreement and covering
      the resale by the Purchasers of the Shares and the Warrant Shares.

            "Required Approvals" shall have the meaning ascribed to such term in
      Section 3.1(e).

            "Rule 144" means Rule 144 promulgated by the Commission pursuant to
      the Securities Act, as such Rule may be amended from time to time, or any
      similar rule or regulation hereafter adopted by the Commission having
      substantially the same effect as such Rule.

            "SEC Reports" shall have the meaning ascribed to such term in
      Section 3.1(h) hereof.

            "Securities" means the Shares, the Warrants and the Warrant Shares.

            "Securities Act" means the Securities Act of 1933, as amended.

            "Shares" means the shares of Common Stock issued or issuable to each
      Purchaser pursuant to this Agreement.

            "Short Sales" shall include, without limitation, all "short sales"
      as defined in Rule 3b-3 of the Exchange Act.

            "Subscription Amount" means, as to each Purchaser, the aggregate
      amount to be paid for Shares and Warrants purchased hereunder as specified
      below such Purchaser's name on the signature page of this Agreement and
      next to the heading "Subscription Amount", in United States Dollars and in
      immediately available funds.

            "Subsequent Financing" shall have the meaning ascribed to such term
      in Section 4.16.

            "Subsidiary" means any subsidiary of the Company as set forth on
      Schedule 3.1(a).

            "Trading Day" means a day on which the Common Stock is traded on a
      Trading Market.

            "Trading Market" means the following markets or exchanges on which
      the Common Stock is listed or quoted for trading on the date in question:
      the Nasdaq SmallCap Market, the American Stock Exchange, the New York
      Stock Exchange or the Nasdaq National Market.

            "Transaction Documents" means this Agreement, the Warrants, the
      Registration Rights Agreement and any other documents or agreements
      executed in connection with the transactions contemplated hereunder.

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            "VWAP" means, for any date, the price determined by the first of the
      following clauses that applies: (a) if the Common Stock is then listed or
      quoted on a Trading Market, the daily volume weighted average price of the
      Common Stock for such date (or the nearest preceding date) on the Trading
      Market on which the Common Stock is then listed or quoted as reported by
      Bloomberg Financial L.P. (based on a Trading Day from 9:30 a.m. Eastern
      Time to 4:00 p.m. Eastern Time); (b) if the Common Stock is not then
      listed or quoted on the Trading Market and if prices for the Common Stock
      is then quoted on the OTC Bulletin Board, the volume weighted average
      price of the Common Stock for such date (or the nearest preceding date) on
      the OTC Bulletin Board (c) if the Common Stock is not then listed or
      quoted on the OTC Bulletin Board and if prices for the Common Stock are
      then reported in the "Pink Sheets" published by the National Quotation
      Bureau Incorporated (or a similar organization or agency succeeding to its
      functions of reporting prices), the most recent bid price per share of the
      Common Stock so reported prior to the day in question; or (d) in all other
      cases, the fair market value of a share of Common Stock as determined by
      an independent appraiser selected in good faith by the Purchasers holding
      a majority of the Shares and reasonably acceptable to the Company.

            "Warrants" means collectively the Common Stock purchase warrants,
      exercisable commencing immediately and with a term of exercise of 5 years
      and an exercise price equal to $2.00 per share, in the form of Exhibit B
      delivered to the Purchasers at the Closing in accordance with Section 2.2
      hereof.

            "Warrant Shares" means the shares of Common Stock issuable upon
      exercise of the Warrants.

      1.2 Interpretation. Unless the context otherwise requires, the terms
defined in this Article 1 shall have the meanings herein specified for all
purposes of this Agreement and in the other Transaction Documents, applicable to
both the singular and plural forms of any of the terms defined herein. When a
reference is made in this Agreement to a Section, such reference shall be to a
Section of this Agreement unless otherwise indicated. Whenever the words
"include," "includes" or "including" are used in the Transaction Documents, they
shall be deemed to be followed by the words "without limitation." The use of any
gender in the Transaction Documents shall be deemed to include the neuter,
masculine and feminine genders wherever necessary or appropriate.

                                   ARTICLE II.
                                PURCHASE AND SALE

            2.1 Closing. On the Closing Date, upon the terms and subject to the
conditions set forth herein, concurrent with the execution and delivery of this
Agreement by the parties hereto, the Company agrees to sell, and each Purchaser
agrees to purchase in the aggregate, severally and not jointly with the other
Purchasers, up to $21,321,431 of Common Stock and Warrants. At the Closing, each
Purchaser shall deliver its Subscription Amount, and the Company shall deliver
to each Purchaser such Purchaser's Securities as determined pursuant to Section
2.2(a), and each Purchaser and the Company shall deliver the other items set
forth in

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Section 2.2 deliverable at the Closing. Upon satisfaction of the conditions set
forth in Section 2.2, the Closing shall occur at the offices of FW, or such
other location as the parties shall mutually agree.

            2.2 Deliverables.

            (a) At or prior to the Closing Date the Company shall deliver or
      cause to be delivered to each Purchaser the following:

                  (i) a copy of the irrevocable instructions to the Company's
            transfer agent instructing the transfer agent to deliver, on an
            expedited basis, a certificate evidencing a number of Shares equal
            to such Purchaser's Subscription Amount divided by the Per Share
            Purchase Price, registered in the name of such Purchaser;

                  (ii) a Warrant registered in the name of such Purchaser to
            purchase up to a number of shares of Common Stock equal to 50% of
            the Shares purchased by such Purchaser;

                  (iii) the legal opinion of Company Counsel substantially to
            the effects set forth in Exhibit C attached hereto, addressed to the
            Purchasers;

                  (iv) the Registration Rights Agreement duly executed by the
            Company; and

                  (v) this Agreement, duly executed by the Company.

            (b) At or prior to the Closing, each Purchaser shall deliver or
      cause to be delivered to the Company the following:

                  (i) such Purchaser's Subscription Amount by wire transfer of
            immediately available funds to the account of Company Counsel;

                  (ii) this Agreement, duly executed by such Purchaser; and

                  (iii) the Registration Rights Agreement duly executed by such
            Purchaser.

      2.3 Closing Conditions.

            a) The obligations of the Company hereunder in connection with the
      Closing are subject to the following conditions being met:

                  (i) the accuracy in all material respects when made and on the
            Closing Date of the representations and warranties of the Purchasers
            contained herein;

                  (ii) all obligations, covenants and agreements of the
            Purchasers required to be performed at or prior to the Closing Date
            shall have been

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            performed; and

                  (iii) the delivery by the Purchasers of the items set forth in
            Section 2.2(b) of this Agreement.

            b)    The respective obligations of the Purchasers hereunder in
                  connection with the Closing are subject to the following
                  conditions being met:

                  (i) the accuracy in all material respects on the Closing Date
            of the representations and warranties of the Company contained
            herein;

                  (ii) all obligations, covenants and agreements of the Company
            required to be performed at or prior to the Closing Date shall have
            been performed;

                  (iii) the delivery by the Company of the items set forth in
            Section 2.2(a) of this Agreement;

                  (iv) there shall have been no Material Adverse Effect with
            respect to the Company since the date hereof; and

                  (v) From the date hereof to the Closing Date, trading in the
            Common Stock shall not have been suspended by the Commission (except
            for any suspension of trading of limited duration agreed to by the
            Company, which suspension shall be terminated prior to the Closing),
            and, at any time prior to the Closing Date, trading in securities
            generally as reported by Bloomberg Financial Markets shall not have
            been suspended or limited, or minimum prices shall not have been
            established on securities whose trades are reported by such service,
            or on any Trading Market, nor shall a banking moratorium have been
            declared either by the United States or New York State authorities
            nor shall there have occurred any material outbreak or escalation of
            hostilities or other national or international calamity of such
            magnitude in its effect on, or any material adverse change in, any
            financial market which, in each case, in the reasonable judgment of
            each Purchaser, makes it impracticable or inadvisable to purchase
            the Shares at the Closing.

                                  ARTICLE III.
                         REPRESENTATIONS AND WARRANTIES

      3.1 Representations and Warranties of the Company. Except as set forth
under the corresponding section of the disclosure schedules delivered to the
Purchasers concurrently herewith (the "Disclosure Schedules") which Disclosure
Schedules shall be deemed a part hereof, the Company hereby makes the
representations and warranties set forth below to each Purchaser.

            (a) Subsidiaries. All of the direct and indirect subsidiaries of the
      Company are set forth on Schedule 3.1(a). The Company owns, directly or
      indirectly, all of the

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      capital stock or other equity interests of each Subsidiary free and clear
      of any Liens, and all the issued and outstanding shares of capital stock
      of each Subsidiary are validly issued and are fully paid, non-assessable
      and free of preemptive and similar rights to subscribe for or purchase
      securities. If the Company has no subsidiaries, then references in the
      Transaction Documents to the Subsidiaries will be disregarded.

            (b) Organization and Qualification. Each of the Company and the
      Subsidiaries is an entity duly incorporated or otherwise organized,
      validly existing and in good standing under the laws of the jurisdiction
      of its incorporation or organization (as applicable), with the requisite
      power and authority to own and use its properties and assets and to carry
      on its business as currently conducted. Neither the Company nor any
      Subsidiary is in violation or default of any of the provisions of its
      respective certificate or articles of incorporation, bylaws or other
      organizational or charter documents. Each of the Company and the
      Subsidiaries is duly qualified to conduct business and is in good standing
      as a foreign corporation or other entity in each jurisdiction in which the
      nature of the business conducted or property owned by it makes such
      qualification necessary, except where the failure to be so qualified or in
      good standing, as the case may be, could not have or reasonably be
      expected to result in (i) a material adverse effect on the legality,
      validity or enforceability of any Transaction Document, (ii) a material
      adverse effect on the results of operations, assets, business, prospects
      or financial condition of the Company and the Subsidiaries, taken as a
      whole, or (iii) a material adverse effect on the Company's ability to
      perform in any material respect on a timely basis its obligations under
      any Transaction Document (any of (i), (ii) or (iii), a "Material Adverse
      Effect") and, to the knowledge of the Company, no Action has been
      instituted in any such jurisdiction revoking, limiting or curtailing or
      seeking to revoke, limit or curtail such power and authority or
      qualification.

            (c) Authorization; Enforcement. The Company has the requisite
      corporate power and authority to enter into and to consummate the
      transactions contemplated by each of the Transaction Documents and
      otherwise to carry out its obligations thereunder. The execution and
      delivery of each of the Transaction Documents by the Company and the
      consummation by it of the transactions contemplated thereby have been duly
      authorized by all necessary action on the part of the Company and no
      further action is required by the Company in connection therewith other
      than in connection with the Required Approvals. Each Transaction Document
      has been (or upon delivery will have been) duly executed by the Company
      and, when delivered in accordance with the terms hereof, will constitute
      the valid and binding obligation of the Company enforceable against the
      Company in accordance with its terms except (i) as limited by applicable
      bankruptcy, insolvency, reorganization, moratorium and other laws of
      general application affecting enforcement of creditors' rights generally,
      (ii) as limited by laws relating to the availability of specific
      performance, injunctive relief or other equitable remedies and (iii)
      insofar as indemnification and contribution provisions may be limited by
      applicable law.

            (d) No Conflicts. The execution, delivery and performance of the
      Transaction Documents by the Company, the issuance and sale of the Shares
      and the consummation by the Company of the other transactions contemplated
      thereby do not and will not: (i)

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      conflict with or violate any provision of the Company's or any
      Subsidiary's certificate or articles of incorporation, bylaws or other
      organizational or charter documents, or (ii) conflict with, or constitute
      a default (or an event that with notice or lapse of time or both would
      become a default) under, result in the creation of any Lien upon any of
      the properties or assets of the Company or any Subsidiary, or give to
      others any rights of termination, amendment, acceleration or cancellation
      (with or without notice, lapse of time or both) of, any agreement, credit
      facility, debt or other instrument (evidencing a Company or Subsidiary
      debt or otherwise) or other understanding to which the Company or any
      Subsidiary is a party or by which any property or asset of the Company or
      any Subsidiary is bound or affected, or (iii) subject to the Required
      Approvals, conflict with or result in a violation of any law, rule,
      regulation, order, judgment, injunction, decree or other restriction of
      any court or governmental authority to which the Company or a Subsidiary
      is subject (including federal and state securities laws and regulations),
      or by which any property or asset of the Company or a Subsidiary is bound
      or affected, or (iv) conflict with or violate the terms of any agreement
      by which the Company or any Subsidiary is bound or to which any property
      or asset of the Company or any Subsidiary is bound or affected; except in
      the case of each of clauses (ii) and (iii), such as could not have or
      reasonably be expected to result in a Material Adverse Effect.

            (e) Filings, Consents and Approvals. The Company is not required to
      obtain any consent, waiver, authorization or order of, give any notice to,
      or make any filing or registration with, any court or other federal,
      state, local or other governmental authority or other Person in connection
      with the execution, delivery and performance by the Company of the
      Transaction Documents, other than (i) filings required pursuant to Section
      4.6, (ii) the filing with the Commission of the Registration Statement,
      (iii) the notice and/or application(s) to each applicable Trading Market
      for the listing of the Shares and Warrant Shares for trading thereon in
      the time and manner required thereby, and (iv) the filing of Form D with
      the Commission and such filings as are required to be made under
      applicable state securities laws (collectively, the "Required Approvals").

            (f) Issuance of the Securities. The Shares and Warrants are duly
      authorized and, when issued and paid for in accordance with the applicable
      Transaction Documents, will be duly and validly issued, fully paid and
      nonassessable, free and clear of all Liens imposed by the Company other
      than restrictions on transfer provided for or referred to in the
      Transaction Documents. The Warrant Shares, when issued in accordance with
      the terms of the Transaction Documents, will be validly issued, fully paid
      and nonassessable, free and clear of all Liens imposed by the Company. The
      Company has reserved from its duly authorized capital stock a number of
      shares of Common Stock issuable pursuant to this Agreement and the
      Warrants.

            (g) Capitalization. The capitalization of the Company is as
      described in the Company's most recent SEC Report filed with the
      Commission. The Company has not issued any capital stock since such filing
      other than pursuant to the exercise of employee stock options under the
      Company's stock option plans, the issuance of shares of Common Stock to
      employees pursuant to the Company's employee stock purchase plan and
      pursuant to the conversion or exercise of outstanding Common Stock
      Equivalents. No

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      Person has any right of first refusal, preemptive right, right of
      participation, or any similar right to participate in the transactions
      contemplated by the Transaction Documents. Except as a result of the
      purchase and sale of the Securities and except with respect to securities
      issued pursuant to employee stock option plans or employee stock purchase
      plans, there are no outstanding options, warrants, script rights to
      subscribe to, calls or commitments of any character whatsoever relating
      to, or securities, rights or obligations convertible into or exchangeable
      for, or giving any Person any right to subscribe for or acquire, any
      shares of Common Stock, and no contracts, commitments, understandings or
      arrangements by which the Company or any Subsidiary is or may become bound
      to issue additional shares of Common Stock, or securities or rights
      convertible or exchangeable into shares of Common Stock. The issuance and
      sale of the Securities will not obligate the Company to issue shares of
      Common Stock or other securities to any Person (other than the Purchasers)
      and will not result in a right of any holder of Company securities to
      adjust the exercise, conversion, exchange or reset price under such
      securities. All of the outstanding shares of capital stock of the Company
      are validly issued, fully paid and nonassessable, have been issued in
      compliance with all federal and state securities laws, and none of such
      outstanding shares was issued in violation of any preemptive rights or
      similar rights to subscribe for or purchase securities. No further
      approval or authorization of any stockholder, the Board of Directors of
      the Company or others is required for the issuance and sale of the
      Securities. Except as disclosed in the SEC Reports, there are no
      stockholders agreements, voting agreements or other similar agreements
      with respect to the Company's capital stock to which the Company is a
      party or, to the knowledge of the Company, between or among any of the
      Company's stockholders.

            (h) SEC Reports; Financial Statements. The Company has filed all
      reports required to be filed by it under the Securities Act and the
      Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for
      the two years preceding the date hereof (or such shorter period as the
      Company was required by law to file such material) (the foregoing
      materials, together with Form S-1 Registration Statement filed with the
      Commission on November 3, 2004, in each case, including the exhibits
      thereto, being collectively referred to herein as the "SEC Reports") on a
      timely basis or has received a valid extension of such time of filing and
      has filed any such SEC Reports prior to the expiration of any such
      extension. As of their respective dates, the SEC Reports complied in all
      material respects with the requirements of the Securities Act and the
      Exchange Act and the rules and regulations of the Commission promulgated
      thereunder, and none of the SEC Reports, when filed, contained any untrue
      statement of a material fact or omitted to state a material fact required
      to be stated therein or necessary in order to make the statements therein,
      in light of the circumstances under which they were made, not misleading.
      The financial statements of the Company included in the SEC Reports comply
      in all material respects with applicable accounting requirements and the
      rules and regulations of the Commission with respect thereto as in effect
      at the time of filing. Such financial statements have been prepared in
      accordance with United States generally accepted accounting principles
      applied on a consistent basis during the periods involved ("GAAP"), except
      as may be otherwise specified in such financial statements or the notes
      thereto and except that unaudited financial statements may not contain all
      footnotes

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      required by GAAP, and fairly present in all material respects the
      financial position of the Company and its consolidated Subsidiaries as of
      and for the dates thereof and the results of operations and cash flows for
      the periods then ended, subject, in the case of unaudited statements, to
      normal, immaterial, year-end audit adjustments.

            (i) Material Changes. Since the date of the latest audited financial
      statements included within the SEC Reports, except as specifically
      disclosed in the SEC Reports, (i) there has been no event, occurrence or
      development that has had or that could reasonably be expected to result in
      a Material Adverse Effect, (ii) the Company has not incurred any
      liabilities (contingent or otherwise) other than (A) trade payables and
      accrued expenses incurred in the ordinary course of business consistent
      with past practice and (B) liabilities not required to be reflected in the
      Company's financial statements pursuant to GAAP or required to be
      disclosed in filings made with the Commission, (iii) the Company has not
      altered its method of accounting, (iv) the Company has not declared or
      made any dividend or distribution of cash or other property to its
      stockholders or purchased, redeemed or made any agreements to purchase or
      redeem any shares of its capital stock and (v) the Company has not issued
      any equity securities to any officer, director or Affiliate, except
      pursuant to existing Company stock option plans. The Company does not have
      pending before the Commission any request for confidential treatment of
      information.

            (j) Litigation. Except as disclosed in the SEC Reports, there is no
      action, suit, inquiry, notice of violation, proceeding or investigation
      pending or, to the knowledge of the Company, threatened against or
      affecting the Company, any Subsidiary or any of their respective
      properties before or by any court, arbitrator, governmental or
      administrative agency or regulatory authority (federal, state, county,
      local or foreign) (collectively, an "Action") which (i) adversely affects
      or challenges the legality, validity or enforceability of any of the
      Transaction Documents or the Securities or (ii) could, if there were an
      unfavorable decision, have or reasonably be expected to result in a
      Material Adverse Effect. Except as disclosed in the SEC Reports, neither
      the Company nor any Subsidiary, nor any director or officer thereof, is or
      has been the subject of any Action involving a claim of violation of or
      liability under federal or state securities laws or a claim of breach of
      fiduciary duty. There has not been, and to the knowledge of the Company,
      there is not pending or contemplated, any investigation by the Commission
      involving the Company or any current or former director or officer of the
      Company. The Commission has not issued any stop order or other order
      suspending the effectiveness of any registration statement filed by the
      Company or any Subsidiary under the Exchange Act or the Securities Act.

            (k) Labor Relations. No material labor dispute exists or, to the
      knowledge of the Company, is imminent with respect to any of the employees
      of the Company which could reasonably be expected to result in a Material
      Adverse Effect.

            (l) Compliance. Except as disclosed in the SEC Reports, neither the
      Company nor any Subsidiary (i) is in default under or in violation of (and
      no event has occurred that has not been waived that, with notice or lapse
      of time or both, would result

                                      -11-
<PAGE>

      in a default by the Company or any Subsidiary under), nor has the Company
      or any Subsidiary received notice of a claim that it is in default under
      or that it is in violation of, any indenture, loan or credit agreement or
      any other agreement or instrument to which it is a party or by which it or
      any of its properties is bound (whether or not such default or violation
      has been waived), (ii) is in violation of any order of any court,
      arbitrator or governmental body, or (iii) is or has been in violation of
      any statute, rule or regulation of any governmental authority, including
      without limitation all foreign, federal, state and local laws applicable
      to its business except in each case as could not have a Material Adverse
      Effect.

            (m) Regulatory Permits. The Company and the Subsidiaries possess all
      certificates, authorizations and permits issued by the appropriate
      federal, state, local or foreign regulatory authorities necessary to
      conduct their respective businesses as described in the SEC Reports,
      except where the failure to possess such permits could not have or
      reasonably be expected to result in a Material Adverse Effect ("Material
      Permits"), and neither the Company nor any Subsidiary has received any
      notice of proceedings relating to the revocation or modification of any
      Material Permit.

            (n) Title to Assets. The Company and the Subsidiaries have good and
      marketable title in fee simple to all real property owned by them that is
      material to the business of the Company and the Subsidiaries and good and
      marketable title in all personal property owned by them that is material
      to the business of the Company and the Subsidiaries, in each case free and
      clear of all Liens, except for Liens as do not materially affect the value
      of such property and do not materially interfere with the use made and
      proposed to be made of such property by the Company and the Subsidiaries
      and Liens for the payment of federal, state or other taxes, the payment of
      which is neither delinquent nor subject to penalties. Any real property
      and facilities held under lease by the Company and the Subsidiaries are
      held by them under valid, subsisting and enforceable leases of which the
      Company and the Subsidiaries are in compliance.

            (o) Patents and Trademarks. The Company and the Subsidiaries have,
      or have rights to use, all patents, patent applications, trademarks,
      trademark applications, service marks, trade names, copyrights, licenses
      and other similar rights necessary or material for use in connection with
      their respective businesses as described in the SEC Reports and which the
      failure to so have could have a Material Adverse Effect (collectively, the
      "Intellectual Property Rights"). Neither the Company nor any Subsidiary
      has received a written notice that the Intellectual Property Rights used
      by the Company or any Subsidiary violates or infringes upon the rights of
      any Person. To the knowledge of the Company, all such Intellectual
      Property Rights are enforceable and there is no existing infringement by
      another Person of any of the Intellectual Property Rights of others.

            (p) Insurance. The Company and the Subsidiaries are insured by
      insurers of recognized financial responsibility against such losses and
      risks and in such amounts as are prudent and customary in the businesses
      in which the Company and the Subsidiaries are engaged. Neither the Company
      nor any Subsidiary has any reason to believe that it will not be able to
      renew its existing insurance coverage as and when such coverage

                                      -12-
<PAGE>

      expires or to obtain similar coverage from similar insurers as may be
      necessary to continue its business.

            (q) Transactions With Affiliates and Employees. Except as set forth
      in the SEC Reports, none of the officers or directors of the Company and,
      to the knowledge of the Company, none of the employees of the Company is
      presently a party to any transaction with the Company or any Subsidiary
      (other than for services as employees, officers and directors), including
      any contract, agreement or other arrangement providing for the furnishing
      of services to or by, providing for rental of real or personal property to
      or from, or otherwise requiring payments to or from any officer, director
      or such employee or, to the knowledge of the Company, any entity in which
      any officer, director, or any such employee has a substantial interest or
      is an officer, director, trustee or partner, in each case in excess of
      $60,000 other than (i) for payment of salary or consulting fees for
      services rendered, (ii) reimbursement for expenses incurred on behalf of
      the Company and (iii) for other employee benefits, including stock option
      agreements under any stock option plan of the Company.

            (r) Sarbanes-Oxley; Internal Accounting Controls. The Company is in
      material compliance with all provisions of the Sarbanes-Oxley Act of 2002
      which are applicable to it as of the Closing Date. The Company and the
      Subsidiaries maintain a system of internal accounting controls sufficient
      to provide reasonable assurance that (i) transactions are executed in
      accordance with management's general or specific authorizations, (ii)
      transactions are recorded as necessary to permit preparation of financial
      statements in conformity with GAAP and to maintain asset accountability,
      (iii) access to assets is permitted only in accordance with management's
      general or specific authorization, and (iv) the recorded accountability
      for assets is compared with the existing assets at reasonable intervals
      and appropriate action is taken with respect to any differences. The
      Company's certifying officers have evaluated the effectiveness of the
      Company's controls and procedures as of the date prior to the filing date
      of the most recently filed periodic report under the Exchange Act (such
      date, the "Evaluation Date"). The Company presented in its most recently
      filed periodic report under the Exchange Act the conclusions of the
      certifying officers about the effectiveness of the disclosure controls and
      procedures based on their evaluations as of the Evaluation Date. Since the
      Evaluation Date, there have been no significant changes in the Company's
      internal controls (as such term is defined in Item 307(b) of Regulation
      S-K under the Exchange Act) or, to the Company's knowledge, in other
      factors that could significantly affect the Company's internal controls.

            (s) Certain Fees. No brokerage or finder's fees or commissions are
      or will be payable by the Company to any broker, financial advisor or
      consultant, finder, placement agent, investment banker, bank or other
      Person with respect to the transactions contemplated by this Agreement.
      The Purchasers shall have no obligation with respect to any fees or with
      respect to any claims made by or on behalf of other Persons for fees of a
      type contemplated in this Section that may be due in connection with the
      transactions contemplated by this Agreement.

                                      -13-
<PAGE>

            (t) Trading Market. The issuance and sale of the Securities
      hereunder does not contravene the rules and regulations of the Trading
      Market.

            (u) Investment Company. The Company is not, and is not an Affiliate
      of, and immediately after receipt of payment for the Shares, will not be
      or be an Affiliate of, an "investment company" within the meaning of the
      Investment Company Act of 1940, as amended. The Company shall conduct its
      business in a manner so that it will not become subject to the Investment
      Company Act.

            (v) Registration Rights. No Person has any right to cause the
      Company to effect the registration under the Securities Act of any
      securities of the Company.

            (w) Listing and Maintenance Requirements. The Company's Common Stock
      is registered pursuant to Section 12(g) of the Exchange Act, and the
      Company has taken no action designed to, or which to its knowledge is
      likely to have the effect of, terminating the registration of the Common
      Stock under the Exchange Act nor has the Company received any notification
      that the Commission is contemplating terminating such registration. The
      Company has not, in the 12 months preceding the date hereof, received
      notice from any Trading Market on which the Common Stock is or has been
      listed or quoted to the effect that the Company is not in compliance with
      the listing or maintenance requirements of such Trading Market. The
      Company is, and has no reason to believe that it will not in the
      foreseeable future continue to be, in compliance with all such listing and
      maintenance requirements.

            (x) Application of Takeover Protections. The Company and its Board
      of Directors have taken all necessary action, if any, in order to render
      inapplicable any control share acquisition, business combination, poison
      pill (including any distribution under a rights agreement) or other
      similar anti-takeover provision under the Company's Certificate of
      Incorporation (or similar charter documents) or the laws of its state of
      incorporation that is or could become applicable to the Purchasers as a
      result of the Purchasers and the Company fulfilling their obligations or
      exercising their rights under the Transaction Documents, including without
      limitation as a result of the Company's issuance of the Securities and the
      Purchasers' ownership of the Securities.

            (y) Disclosure. The Company confirms that neither it nor any other
      Person acting on its behalf has provided any of the Purchasers or their
      agents or counsel with any information that constitutes or might
      constitute material, nonpublic information of the Company. The Company
      understands and confirms that the Purchasers will rely on the foregoing
      representations and covenants in effecting transactions in securities of
      the Company. The Company acknowledges and agrees that no Purchaser makes
      or has made any representations or warranties with respect to the
      transactions contemplated hereby other than those specifically set forth
      in Section 3.2 hereof.

            (z) No Integrated Offering. Assuming the accuracy of the Purchasers'
      representations and warranties set forth in Section 3.2, neither the
      Company, nor any of its affiliates, nor any Person acting on its or their
      behalf has, directly or indirectly, made

                                      -14-
<PAGE>

      any offers or sales of any security or solicited any offers to buy any
      security, under circumstances that would cause this offering of the
      Securities to be integrated with prior offerings by the Company for
      purposes of the Securities Act or any applicable shareholder approval
      provisions, including, without limitation, under the rules and regulations
      of any exchange or automated quotation system on which any of the
      securities of the Company are listed or designated.

            (aa) Form S-3 Eligibility. The Company is eligible to register the
      resale of its Common Stock by the Purchasers under Form S-3 promulgated
      under the Securities Act.

            (bb) Tax Status. Except for matters that would not, individually or
      in the aggregate, have or reasonably be expected to result in a Material
      Adverse Effect, the Company and each Subsidiary has filed all necessary
      federal, state and foreign income and franchise tax returns and has paid
      or accrued all taxes shown as due thereon, and the Company has no
      knowledge of a tax deficiency which has been asserted or threatened
      against the Company or any Subsidiary.

            (cc) No General Solicitation. Neither the Company nor, to the
      knowledge of the Company, any Person acting on behalf of the Company has
      offered or sold any of the Shares by any form of general solicitation or
      general advertising. The Company and, to the knowledge of the Company, any
      Person acting on behalf of the Company has offered the Shares for sale
      only to the Purchasers and certain other "qualified purchasers" within the
      meaning of Section 18(b)(3) under the Securities Act.

            (dd) Foreign Corrupt Practices. Neither the Company, nor to the
      knowledge of the Company, any agent or other person acting on behalf of
      the Company, has (i) directly or indirectly, used any corrupt funds for
      unlawful contributions, gifts, entertainment or other unlawful expenses
      related to foreign or domestic political activity, (ii) made any unlawful
      payment to foreign or domestic government officials or employees or to any
      foreign or domestic political parties or campaigns from corporate funds,
      (iii) failed to disclose fully any contribution made by the Company (or
      made by any person acting on its behalf of which the Company is aware)
      which is in violation of law, or (iv) violated in any material respect any
      provision of the Foreign Corrupt Practices Act of 1977, as amended

            (ee) Accountants. The Company's accountants are set forth on
      Schedule 3.1(ee) of the Disclosure Schedule. To the Company's knowledge,
      such accountants, who the Company expects will express their opinion with
      respect to the financial statements to be included in the Company's Annual
      Report on Form 10-K for the year ending December 31, 2004, are independent
      accountants as required by the Securities Act.

            (ff) No Disagreements with Accountants and Lawyers. Except as
      disclosed in the SEC Reports, there are no disagreements of any kind
      presently existing, or reasonably anticipated by the Company to arise,
      between the accountants and lawyers formerly or

                                      -15-
<PAGE>

      presently employed by the Company and the Company is current with respect
      to any fees owed to its accountants and lawyers.

            (gg) Acknowledgment Regarding Purchasers' Purchase of Securities.
      The Company acknowledges and agrees that each of the Purchasers is acting
      solely in the capacity of an arm's length purchaser with respect to the
      Transaction Documents and the transactions contemplated hereby. The
      Company further acknowledges that no Purchaser is acting as a financial
      advisor or fiduciary of the Company (or in any similar capacity) with
      respect to this Agreement and the transactions contemplated hereby and any
      advice given by any Purchaser or any of their respective representatives
      or agents in connection with this Agreement and the transactions
      contemplated hereby is merely incidental to the Purchasers' purchase of
      the Securities. The Company further represents to each Purchaser that the
      Company's decision to enter into this Agreement has been based solely on
      the independent evaluation of the transactions contemplated hereby by the
      Company and its representatives.

      3.2 Representations and Warranties of the Purchasers. Each Purchaser
hereby, for itself and for no other Purchaser, represents and warrants to the
Company as follows:

            (a) Organization; Authority. Such Purchaser is an entity duly
      organized, validly existing and in good standing under the laws of the
      jurisdiction of its organization with full right, corporate or partnership
      power and authority to enter into and to consummate the transactions
      contemplated by the Transaction Documents and otherwise to carry out its
      obligations thereunder. The execution, delivery and performance by such
      Purchaser of the transactions contemplated by this Agreement have been
      duly authorized by all necessary corporate or similar action on the part
      of such Purchaser. Each Transaction Document to which it is a party has
      been duly executed by such Purchaser, and when delivered by such Purchaser
      in accordance with the terms hereof, will constitute the valid and legally
      binding obligation of such Purchaser, enforceable against it in accordance
      with its terms, except (i) as limited by general equitable principles and
      applicable bankruptcy, insolvency, reorganization, moratorium and other
      laws of general application affecting enforcement of creditors' rights
      generally, (ii) as limited by laws relating to the availability of
      specific performance, injunctive relief or other equitable remedies and
      (iii) insofar as indemnification and contribution provisions may be
      limited by applicable law.

            (b) Purchaser Representation. Such Purchaser understands that the
      Securities are "restricted securities" within the meaning of Rule 144 and
      have not been registered under the Securities Act or any applicable state
      securities law and is acquiring the Securities as principal for its own
      account and not with a view to or for distributing or reselling such
      Securities or any part thereof, has no present intention of distributing
      any of such Securities and has no arrangement or understanding with any
      other persons regarding the distribution of such Securities (this
      representation and warranty not limiting such Purchaser's right to sell
      the Securities pursuant to the Registration Statement or otherwise in
      compliance with applicable federal and state securities laws). Such
      Purchaser is acquiring the Securities hereunder in the ordinary course of
      its business.

                                      -16-
<PAGE>

      Such Purchaser does not have any agreement or understanding, directly or
      indirectly, with any Person to distribute any of the Securities.

            (c) Purchaser Status. At the time such Purchaser was offered the
      Securities, it was, and at the date hereof it is, and on each date on
      which it exercises any Warrants, it will be either: (i) an "accredited
      investor" as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8)
      under the Securities Act or (ii) a "qualified institutional buyer" as
      defined in Rule 144A(a) under the Securities Act. Such Purchaser is not
      required to be registered as a broker-dealer under Section 15 of the
      Exchange Act.

            (d) Experience of Such Purchaser. Such Purchaser, either alone or
      together with its representatives, has such knowledge, sophistication and
      experience in business and financial matters so as to be capable of
      evaluating the merits and risks of the prospective investment in the
      Securities, and has so evaluated the merits and risks of such investment.
      Such Purchaser is able to bear the economic risk of an investment in the
      Securities and, at the present time, is able to afford a complete loss of
      such investment.

            (e) General Solicitation. Such Purchaser is not purchasing the
      Securities as a result of any advertisement, article, notice or other
      communication regarding the Securities published in any newspaper,
      magazine or similar media or broadcast over television or radio or
      presented at any seminar or any other general solicitation or general
      advertisement.

            (f) Short Sales. Each Purchaser represents that from the time it was
      presented with a term sheet from Rodman & Renshaw, Inc. relating to this
      transaction until the issuance of the initial press release pursuant to
      Section 4.6, neither it nor any Person over whom it has direct control has
      made any short sales of, or granted any option for the purchase of or
      entered into any hedging or similar transaction with the same economic
      effect as a short sale, in the Common Stock.

                                   ARTICLE IV.
                         OTHER AGREEMENTS OF THE PARTIES

      4.1 Transfer Restrictions.

            (a) The Securities may only be disposed of in compliance with state
      and federal securities laws. In connection with any transfer of Securities
      other than pursuant to an effective registration statement or Rule 144, to
      the Company or to an Affiliate of a Purchaser or in connection with a
      pledge as contemplated in Section 4.1(b), the Company may require the
      transferor thereof to provide to the Company an opinion of counsel
      selected by the transferor and reasonably acceptable to the Company, the
      form and substance of which opinion and shall be reasonably satisfactory
      to the Company, to the effect that such transfer does not require
      registration of such transferred Securities under the Securities Act. As a
      condition of transfer, any such transferee shall agree in writing

                                      -17-
<PAGE>

      to be bound by the terms of this Agreement and shall have the rights of a
      Purchaser under this Agreement and the Registration Rights Agreement.

            (b) The Purchasers agree to the imprinting, so long as is required
      by this Section 4.1(b), of a legend on any of the Securities in the
      following form:

                  NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS
                  SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE
                  SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
                  COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
                  REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                  "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR
                  SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
                  UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
                  FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
                  REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
                  APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
                  OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
                  SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
                  COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON
                  EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A
                  BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH
                  SECURITIES.

            The Company acknowledges and agrees that a Purchaser may from time
      to time pledge pursuant to a bona fide margin agreement with a registered
      broker-dealer or grant a security interest in some or all of the
      Securities to a financial institution that is an "accredited investor" as
      defined in Rule 501(a) under the Securities Act and who agrees to be bound
      by the provisions of this Agreement and the Registration Rights Agreement
      and, if required under the terms of such arrangement, such Purchaser may
      transfer pledged or secured Securities to the pledgees or secured parties.
      Such a pledge or transfer would not be subject to approval of the Company
      and no legal opinion of legal counsel of the pledgee, secured party or
      pledgor shall be required in connection therewith. Further, no notice
      shall be required of such pledge. At the appropriate Purchaser's expense,
      the Company will execute and deliver such reasonable documentation as a
      pledgee or secured party of Securities may reasonably request in
      connection with a pledge or transfer of the Securities, including, if the
      Securities are subject to registration pursuant to the Registration Rights
      Agreement, the preparation and filing of any required prospectus
      supplement under Rule 424(b)(3) under the Securities Act or other
      applicable provision of the Securities Act to appropriately amend the list
      of Selling Stockholders thereunder.

            (c) Certificates evidencing the Shares and the Warrant Shares shall
      not contain any legend (including the legend set forth in Section 4.1(b)
      hereof): (i) while a registration statement (including the Registration
      Statement) covering the resale of such

                                      -18-
<PAGE>

      security is effective under the Securities Act, or (ii) following any sale
      of such Shares and Warrant Shares pursuant to Rule 144, or (iii) if such
      Shares or Warrant Shares are eligible for sale under Rule 144(k), or (iv)
      if such legend is not required under applicable requirements of the
      Securities Act (including judicial interpretations and pronouncements
      issued by the staff of the Commission); provided, however, in connection
      with the issuance of the Warrant Shares, each Purchaser, severally and not
      jointly with the other Purchasers, hereby agrees to adhere to and abide by
      all prospectus delivery requirements under the Securities Act and rules
      and regulations of the Commission. The Company shall cause its counsel to
      issue a legal opinion to the Company's transfer agent promptly after the
      Effective Date if required by the Company's transfer agent to effect the
      removal of the legend hereunder. If all or any portion of a Warrant is
      exercised at a time when there is an effective registration statement to
      cover the resale of the Warrant Shares, such Warrant Shares, or if such
      Warrant Shares may be sold under Rule 144(k) or if such legend is not
      otherwise required under applicable requirements of the Securities Act
      (including judicial interpretations thereof) shall be issued free of all
      legends. The Company agrees that following the Effective Date or at such
      time as such legend is no longer required under this Section 4.1(c), it
      will, no later than three Trading Days following the delivery by a
      Purchaser to the Company or the Company's transfer agent of a certificate
      representing Shares or Warrant Shares, as the case may be, issued with a
      restrictive legend (such third Trading Day, the "Legend Removal Date"),
      deliver or cause to be delivered to such Purchaser a certificate
      representing such Securities that is free from all restrictive and other
      legends. The Company may not make any notation on its records or give
      instructions to any transfer agent of the Company that enlarge the
      restrictions on transfer set forth in this Section. Certificates for
      Securities subject to legend removal hereunder shall be transmitted by the
      transfer agent of the Company to the Purchasers by crediting the account
      of the Purchaser's prime broker with the Depository Trust Company System.

            (d) In addition to such Purchaser's other available remedies, the
      Company shall pay to a Purchaser, in cash, as partial liquidated damages
      and not as a penalty, for each $1,000 of Shares or Warrant Shares (based
      on the VWAP of the Common Stock on the date such Securities are submitted
      to the Company's transfer agent) delivered for removal of the restrictive
      legend and subject to this Section 4.1(c), $10 per Trading Day (increasing
      to $20 per Trading Day 5 Trading Days after such damages have begun to
      accrue) for each Trading Day after the Legend Removal Date until such
      certificate is delivered without a legend. Nothing herein shall limit such
      Purchaser's right to pursue actual damages for the Company's failure to
      deliver certificates representing any Securities as required by the
      Transaction Documents, and such Purchaser shall have the right to pursue
      all remedies available to it at law or in equity including, without
      limitation, a decree of specific performance and/or injunctive relief.

            (e) Each Purchaser, severally and not jointly with the other
      Purchasers, agrees that the removal of the restrictive legend from
      certificates representing Securities as set forth in this Section 4.1 is
      predicated upon the Company's reliance that the Purchaser will sell any
      Securities pursuant to either the registration requirements of the
      Securities Act, including any applicable prospectus delivery requirements,
      or an exemption therefrom.

                                      -19-
<PAGE>

            (f) Until the date that is 6 months after the date hereof, the
      Company shall not undertake a reverse or forward stock split or
      reclassification of the Common Stock without the prior written consent of
      the Purchasers holding a majority of the Shares.

      4.2 Acknowledgment of Dilution. The Company acknowledges that the issuance
of the Securities may result in dilution of the outstanding shares of Common
Stock, which dilution may be substantial under certain market conditions. The
Company further acknowledges that its obligations under the Transaction
Documents, including without limitation its obligation to issue the Securities
pursuant to the Transaction Documents, are, except as provided in Section 2.3,
unconditional and absolute and not subject to any right of set off,
counterclaim, delay or reduction, regardless of the effect of any such dilution
or any claim the Company may have against any Purchaser and regardless of the
dilutive effect that such issuance may have on the ownership of the other
stockholders of the Company.

      4.3 Furnishing of Information. As long as any Purchaser owns Securities,
the Company covenants to timely file (or obtain extensions in respect thereof
and file within the applicable grace period) all reports required to be filed by
the Company after the date hereof pursuant to the Exchange Act. As long as any
Purchaser owns Securities, if the Company is not required to file reports
pursuant to the Exchange Act, it will prepare and furnish to the Purchasers and
make publicly available in accordance with Rule 144(c) such information as is
required under Rule 144(c) in order for the Purchasers to be able to sell the
Securities under Rule 144. The Company further covenants that it will take such
further action as any holder of Securities may reasonably request, all to the
extent required from time to time to enable such Person to sell such Securities
without registration under the Securities Act in accordance with Rule 144(k).

      4.4 Integration. The Company shall not sell, offer for sale or solicit
offers to buy or otherwise negotiate in respect of any security (as defined in
Section 2 of the Securities Act) that would be integrated with the offer or sale
of the Securities in a manner that would require the registration under the
Securities Act of the sale of the Securities to the Purchasers or that would be
integrated with the offer or sale of the Securities for purposes of the rules
and regulations of any Trading Market.

      4.5 Exercise Procedures. The form of Notice of Exercise included in the
Warrants sets forth the totality of the procedures required of the Purchasers in
order to exercise the Warrants. No additional legal opinion or other information
or instructions shall be required of the Purchasers to exercise their Warrants.
The Company shall honor exercises of the Warrants and shall deliver Warrant
Shares in accordance with the terms, conditions and time periods set forth in
the Transaction Documents.

      4.6 Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m.
Eastern time on the Trading Day following the date hereof, file a Current Report
on Form 8-K, in each case reasonably acceptable to each Purchaser disclosing the
material terms of the transactions contemplated hereby and attaching the
Transaction Documents thereto. The Company and each Purchaser shall consult with
each other in issuing any other press releases with respect to the

                                      -20-
<PAGE>

transactions contemplated hereby, and neither the Company nor any Purchaser
shall issue any such press release or otherwise make any such public statement
without the prior consent of the Company, with respect to any press release of
any Purchaser, or without the prior consent of each Purchaser, with respect to
any press release of the Company, which consent shall not unreasonably be
withheld, except if such disclosure is required by law, in which case the
disclosing party shall promptly provide the other party with prior notice of
such public statement or communication. Notwithstanding the foregoing, the
Company shall not publicly disclose the name of any Purchaser, or include the
name of any Purchaser in any filing with the Commission or any regulatory agency
or Trading Market, without the prior written consent of such Purchaser, except
(i) as required by federal securities law in connection with such Current Report
on Form 8-K or the registration statement contemplated by the Registration
Rights Agreement and except (ii) to the extent such disclosure is required by
law or Trading Market regulations, in which case the Company shall provide the
Purchasers with prior notice of such disclosure permitted under subclause (i) or
(ii).

      4.7 Shareholders Rights Plan; Investment Company Act. No claim will be
made or enforced by the Company or, to the knowledge of the Company, any other
Person that any Purchaser is an "Acquiring Person" under any shareholders rights
plan or similar plan or arrangement in effect or hereafter adopted by the
Company, or that any Purchaser could be deemed to trigger the provisions of any
such plan or arrangement, by virtue of receiving Securities under the
Transaction Documents or under any other agreement between the Company and the
Purchasers. The Company shall conduct its business in a manner so that it will
not become subject to the Investment Company Act.

      4.8 Non-Public Information. The Company covenants and agrees that neither
it nor any other Person acting on its behalf will provide any Purchaser or its
agents or counsel with any information that the Company believes constitutes
material non-public information, unless prior thereto such Purchaser shall have
executed a written agreement regarding the confidentiality and use of such
information. The Company understands and confirms that each Purchaser shall be
relying on the foregoing representations in effecting transactions in securities
of the Company.

      4.9 Use of Proceeds. The Company shall use the net proceeds from the sale
of the Securities hereunder for working capital and general corporate purposes
not for the satisfaction of any portion of the Company's debt outstanding on or
prior to the Closing Date (other than payment of trade payables in the ordinary
course of the Company's business and prior practices), to redeem any Company
equity or equity-equivalent securities or to settle any currently outstanding
litigation.

      4.10 Reimbursement. If any Purchaser becomes involved in any capacity in
any Action by or against any Person who is a stockholder of the Company (except
as a result of sales, pledges, margin sales and similar transactions by such
Purchaser to or with any current stockholder), solely as a result of such
Purchaser's acquisition of the Securities under this Agreement, the Company will
(to the extent it may lawfully do so) reimburse such Purchaser for its
reasonable legal and other expenses (including the cost of any investigation
preparation and travel in connection therewith) incurred in connection
therewith, as such expenses are incurred. The reimbursement obligations of the
Company under this paragraph shall be in addition to any

                                      -21-
<PAGE>

liability which the Company may otherwise have, shall extend upon the same terms
and conditions to any Affiliates of the Purchasers who are actually named in
such action, proceeding or investigation, and partners, directors, agents,
employees and controlling persons (if any), as the case may be, of the
Purchasers and any such Affiliate, and shall be binding upon and inure to the
benefit of any successors, assigns, heirs and personal representatives of the
Company, the Purchasers and any such Affiliate and any such Person. The Company
also agrees that neither the Purchasers nor any such Affiliates, partners,
directors, agents, employees or controlling persons shall have any liability to
the Company or any Person asserting claims on behalf of or in right of the
Company solely as a result of acquiring the Securities under this Agreement
(unless such action is based upon a breach of such Purchaser's representation,
warranties or covenants under the Transaction Documents or any agreements or
understandings such Purchaser may have with any such stockholder or any
violations by the Purchaser of state or federal securities laws or any conduct
by such Purchaser which constitutes fraud, gross negligence, willful misconduct
or malfeasance).

      4.11 Indemnification of Purchasers. Subject to the provisions of this
Section 4.11, the Company will indemnify and hold the Purchasers and their
directors, officers, shareholders, partners, employees and agents (each, a
"Purchaser Party") harmless from any and all losses, liabilities, obligations,
claims, contingencies, damages, costs and expenses, including all judgments,
amounts paid in settlements, court costs and reasonable attorneys' fees and
costs of investigation that any such Purchaser Party may suffer or incur as a
result of or relating to (a) any breach of any of the representations,
warranties, covenants or agreements made by the Company in this Agreement or in
the other Transaction Documents or (b) any action instituted against a
Purchaser, or any of them or their respective Affiliates, by any stockholder of
the Company who is not an Affiliate of such Purchaser, with respect to any of
the transactions contemplated by the Transaction Documents (unless such action
is based upon a breach of such Purchaser's representation, warranties or
covenants under the Transaction Documents or any agreements or understandings
such Purchaser may have with any such stockholder or any violations by the
Purchaser of state or federal securities laws or any conduct by such Purchaser
which constitutes fraud, gross negligence, willful misconduct or malfeasance).
If any action shall be brought against any Purchaser Party in respect of which
indemnity may be sought pursuant to this Agreement, such Purchaser Party shall
promptly notify the Company in writing, and the Company shall have the right to
assume the defense thereof with counsel of its own choosing. Any Purchaser Party
shall have the right to employ separate counsel in any such action and
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such Purchaser Party except to the extent that (i)
the employment thereof has been specifically authorized by the Company in
writing, (ii) the Company has failed after a reasonable period of time to assume
such defense and to employ counsel or (iii) in such action such Purchaser Party
has been advised in writing that there is, in the reasonable opinion of such
separate counsel, a material conflict on any material issue between the position
of the Company and the position of such Purchaser Party. The Company will not be
liable to any Purchaser Party under this Agreement (i) for any settlement by an
Purchaser Party effected without the Company's prior written consent, which
shall not be unreasonably withheld or delayed; or (ii) to the extent, but only
to the extent that a loss, claim, damage or liability is attributable to any
Purchaser Party's breach of any of the representations, warranties, covenants or
agreements made by the Purchasers in this Agreement or in the other Transaction
Documents or any

                                      -22-
<PAGE>

agreement or understandings such Purchaser may have with any such stockholder or
any violations by the Purchaser of state or federal securities laws or any
conduct by such Purchaser which constitutes fraud, gross negligence, willful
misconduct or malfeasance.

      4.12 Reservation and Listing of Securities.

            (a) The Company shall maintain a reserve from its duly authorized
      shares of Common Stock for issuance pursuant to the Transaction Documents
      in such amount as may be required to fulfill its obligations in full under
      the Transaction Documents.

            (b) The Company hereby agrees to use best efforts to maintain the
      listing of the Common Stock on a Trading Market, and as soon as reasonably
      practicable following the Closing (but not later than the earlier of the
      Effective Date and the first anniversary of the Closing Date) to list all
      of the Shares and Warrant Shares on such Trading Market. The Company
      further agrees, if the Company applies to have the Common Stock traded on
      any other Trading Market, it will include in such application all of the
      Shares and Warrant Shares, and will take such other action as is necessary
      to cause all of the Shares and Warrant Shares to be listed on such other
      Trading Market as promptly as possible. The Company will take all action
      reasonably necessary to continue the listing and trading of its Common
      Stock on a Trading Market and will comply in all respects with the
      Company's reporting, filing and other obligations under the bylaws or
      rules of the Trading Market

      4.13 Subsequent Equity Sales. From the date hereof until 90 days after the
Effective Date, neither the Company nor any Subsidiary shall issue shares of
Common Stock or Common Stock Equivalents; provided, however, the 90-day period
set forth in this Section 4.13 shall be extended for the number of Trading Days
during such period in which (y) trading in the Common Stock is suspended by any
Trading Market, or (z) following the Effective Date, the Registration Statement
is not effective or the prospectus included in the Registration Statement may
not be used by the Purchasers for the resale of the Shares and Warrant Shares.
In addition to the limitations set forth herein, from the date hereof until such
time as no Purchaser holds any of the Securities, the Company shall be
prohibited from effecting or enter into an agreement to effect any Subsequent
Financing involving a "Variable Rate Transaction" or an "MFN Transaction" (each
as defined below). The term "Variable Rate Transaction" shall mean a transaction
in which the Company issues or sells (i) any debt or equity securities that are
convertible into, exchangeable or exercisable for, or include the right to
receive shares of Common Stock either (A) at a conversion, exercise or exchange
rate or other price that is based upon and/or varies with the trading prices of
or quotations for the shares of Common Stock at any time after the initial
issuance of such debt or equity securities, or (B) with a conversion, exercise
or exchange price that is subject to being reset at some future date after the
initial issuance of such debt or equity security or upon the occurrence of
specified or contingent events, other than the customary anti-dilution events,
directly or indirectly related to the business of the Company or the market for
the Common Stock. The term "MFN Transaction" shall mean a transaction in which
the Company issues or sells any securities in a capital raising transaction or
series of related transactions which grants to an investor the right to receive
additional shares based upon future transactions of the Company on terms more
favorable than those granted to

                                      -23-
<PAGE>

such investor in such offering. Notwithstanding the foregoing, this Section 4.13
shall not apply in respect of an Exempt Issuance and the issuances set forth on
Schedule 4.13 attached hereto.

      4.14 Equal Treatment of Purchasers. No consideration shall be offered or
paid to any person to amend or consent to a waiver or modification of any
provision of any of the Transaction Documents unless the same consideration is
also offered to all of the parties to the Transaction Documents. For
clarification purposes, this provision constitutes a separate right granted to
each Purchaser by the Company and negotiated separately by each Purchaser, and
is intended to treat the Purchasers as a class and shall not in any way be
construed as the Purchasers acting in concert or as a group with respect to the
purchase, disposition or voting of Securities or otherwise.

      4.15 Purchaser and Company Acknowledgement Regarding Short Sales. Each
Purchaser understands and acknowledges, severally and not jointly with any other
Purchaser, that the SEC currently takes the position that coverage of short
sales of shares of the Common Stock "against the box" prior to the Effective
Date of the Registration Statement with the Shares or Warrant Shares issuable
pursuant to the Warrants is a violation of Section 5 of the Securities Act, as
set forth in Item 65, Section 5 under Section A, of the Manual of Publicly
Available Telephone Interpretations, dated July 1997, compiled by the Office of
Chief Counsel, Division of Corporation Finance. Notwithstanding the foregoing,
no Purchaser makes any representation, warranty or covenant hereby that it will
not engage in Short Sales in the securities of the Company after the time that
the transactions contemplated by this Agreement are first publicly announced as
described in Section 4.6.

      4.16 Participation in Future Financing.

            (a) From the date hereof until 12 months after the Closing Date,
      upon any financing by the Company of its Common Stock or Common Stock
      Equivalents (a "Subsequent Financing"), each Purchaser shall have the
      right to participate in up to 75% of such Subsequent Financing (the
      "Participation Maximum").

            (b) At least 10 Trading Days prior to the closing of the Subsequent
      Financing, the Company shall deliver to each Purchaser a written notice of
      its intention to effect a Subsequent Financing ("Pre-Notice"), which
      Pre-Notice shall ask such Purchaser if it wants to review the details of
      such financing (such additional notice, a "Subsequent Financing Notice").
      Upon the request of a Purchaser, and only upon a request by such
      Purchaser, for a Subsequent Financing Notice, the Company shall promptly,
      but no later than 1 Trading Day after such request, deliver a Subsequent
      Financing Notice to such Purchaser. The Subsequent Financing Notice shall
      describe in reasonable detail the proposed terms of such Subsequent
      Financing, the amount of proceeds intended to be raised thereunder, the
      Person with whom such Subsequent Financing is proposed to be effected, and
      attached to which shall be a term sheet or similar document relating
      thereto.

            (c) Any Purchaser desiring to participate in such Subsequent
      Financing must provide written notice to the Company by not later than
      5:30 p.m. (New York City time)

                                      -24-
<PAGE>

      on the 5th Trading Day after all of the Purchasers have received the
      Pre-Notice that the Purchaser is willing to participate in the Subsequent
      Financing, the amount of the Purchaser's participation, and that the
      Purchaser has such funds ready, willing, and available for investment on
      the terms set forth in the Subsequent Financing Notice. If the Company
      receives no notice from a Purchaser as of such fifth Trading Day, such
      Purchaser shall be deemed to have notified the Company that it does not
      elect to participate.

            (d) If by 5:30 p.m. (New York City time) on the fifth Trading Day
      after all of the Purchasers have received the Pre-Notice, notifications by
      the Purchasers of their willingness to participate in the Subsequent
      Financing (or to cause their designees to participate) is, in the
      aggregate, less than the total amount of the Participation Maximum, then
      the Company may effect the remaining portion of such Participation Maximum
      on the terms and to the Persons set forth in the Subsequent Financing
      Notice.

            (e) The Company must provide the Purchasers with a second Subsequent
      Financing Notice, and the Purchasers will again have the right of
      participation set forth above in this Section 4.13, if the Subsequent
      Financing subject to the initial Subsequent Financing Notice is not
      consummated for any reason on the terms set forth in such Subsequent
      Financing Notice within 60 Trading Days after the date of the initial
      Subsequent Financing Notice. In the event the Company receives responses
      to Subsequent Financing Notices from Purchasers seeking to purchase more
      than the aggregate amount of the Participation Maximum, each such
      Purchaser shall have the right to purchase their Pro Rata Portion (as
      defined below) of the Participation Maximum. "Pro Rata Portion" is the
      ratio of (x) the Subscription Amount of Securities purchased by a
      participating Purchaser and (y) the sum of the aggregate Subscription
      Amount of all participating Purchasers.

            (f) Notwithstanding the foregoing, this Section 4.16 shall not apply
      in respect of an Exempt Issuance.

      4.17 Delivery of Securities After Closing. The Company shall deliver, or
cause to be delivered, the respective Shares and Warrants purchased by each
Purchaser to such Purchaser within 3 Trading Days of the Closing Date.

                                   ARTICLE V.
                                  MISCELLANEOUS

      5.1 Termination. This Agreement may be terminated by any Purchaser, by
written notice to the other parties, if the Closing has not been consummated on
or before January 28, 2005; provided that no such termination will affect the
right of any party to sue for any breach by the other party (or parties).

      5.2 Fees and Expenses. The Company shall deliver, prior to the Closing, a
completed and executed copy of the Closing Statement, attached hereto as Annex
A. Except as

                                      -25-
<PAGE>

expressly set forth in the Transaction Documents to the contrary, each party
shall pay the fees and expenses of its advisers, counsel, accountants and other
experts, if any, and all other expenses incurred by such party incident to the
negotiation, preparation, execution, delivery and performance of this Agreement.
The Company shall pay all transfer agent fees, stamp taxes and other taxes and
duties levied in connection with the issuance of any Securities.

      5.3 Entire Agreement. The Transaction Documents, together with the
exhibits and schedules thereto, contain the entire understanding of the parties
with respect to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such documents, exhibits and schedules.

      5.4 Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (a) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile number
set forth on the signature pages attached hereto prior to 5:30 p.m. (New York
City time) on a Trading Day, (b) the next Trading Day after the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile number set forth on the signature pages attached hereto on a day that
is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading
Day, (c) the second Trading Day following the date of mailing, if sent by U.S.
nationally recognized overnight courier service, or (d) upon actual receipt by
the party to whom such notice is required to be given. The address for such
notices and communications shall be as set forth on the signature pages attached
hereto.

      5.5 Amendments; Waivers. No provision of this Agreement may be waived or
amended except in a written instrument signed, in the case of an amendment, by
the Company and each Purchaser or, in the case of a waiver, by the party against
whom enforcement of any such waiver is sought. No waiver of any default with
respect to any provision, condition or requirement of this Agreement shall be
deemed to be a continuing waiver in the future or a waiver of any subsequent
default or a waiver of any other provision, condition or requirement hereof, nor
shall any delay or omission of either party to exercise any right hereunder in
any manner impair the exercise of any such right.

      5.6 Construction. The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof. The language used in this Agreement will be deemed
to be the language chosen by the parties to express their mutual intent, and no
rules of strict construction will be applied against any party.

      5.7 Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties and their successors and permitted assigns. The
Company may not assign this Agreement or any rights or obligations hereunder
without the prior written consent of each Purchaser. Any Purchaser may assign
any or all of its rights under this Agreement to any Person to whom such
Purchaser assigns or transfers any Securities, provided such transferee agrees
in writing to be bound, with respect to the transferred Securities, by the
provisions hereof that apply to the "Purchasers".

                                      -26-
<PAGE>

      5.8 No Third-Party Beneficiaries. This Agreement is intended for the
benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other Person, except as otherwise set forth in Section 4.11.

      5.9 Governing Law. All questions concerning the construction, validity,
enforcement and interpretation of the Transaction Documents shall be governed by
and construed and enforced in accordance with the internal laws of the State of
New York, without regard to the principles of conflicts of law thereof. Each
party agrees that all legal proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Agreement and
any other Transaction Documents (whether brought against a party hereto or its
respective affiliates, directors, officers, shareholders, employees or agents)
shall be commenced exclusively in the state and federal courts sitting in the
City of New York. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City of New York,
borough of Manhattan for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein (including with respect to the enforcement of any of the Transaction
Documents), and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is improper
or inconvenient venue for such proceeding. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof via registered or certified
mail or overnight delivery (with evidence of delivery) to such party at the
address in effect for notices to it under this Agreement and agrees that such
service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. The parties hereby waive all
rights to a trial by jury. If either party shall commence an action or
proceeding to enforce any provisions of the Transaction Documents, then the
prevailing party in such action or proceeding shall be reimbursed by the other
party for its reasonable attorneys' fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such action or
proceeding.

      5.10 Survival. The representations and warranties contained herein shall
survive the Closing and the delivery and/or exercise of the Securities, as
applicable for the applicable statute of limitations.

      5.11 Execution. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile signature page
were an original thereof.

      5.12 Severability. If any provision of this Agreement is held to be
invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Agreement shall not in any way be
affected or impaired thereby and the parties

                                      -27-
<PAGE>

will attempt to agree upon a valid and enforceable provision that is a
reasonable substitute therefor, and upon so agreeing, shall incorporate such
substitute provision in this Agreement.

      5.13 Rescission and Withdrawal Right. Notwithstanding anything to the
contrary contained in (and without limiting any similar provisions of) the
Transaction Documents, whenever any Purchaser exercises a right, election,
demand or option under a Transaction Document and the Company does not timely
perform its related obligations within the periods therein provided, then such
Purchaser, in its sole discretion, may rescind or withdraw upon written notice
to the Company at any time prior to the Company's performance of such
obligations, any relevant notice, demand or election in whole or in part without
prejudice to its future actions and rights.

      5.14 Replacement of Securities. If any certificate or instrument
evidencing any Securities is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon
cancellation thereof, or in lieu of and substitution therefor, a new certificate
or instrument, but only upon receipt of evidence reasonably satisfactory to the
Company of such loss, theft or destruction and customary and reasonable
indemnity, if requested. The applicants for a new certificate or instrument
under such circumstances shall also pay any reasonable third-party costs
associated with the issuance of such replacement Securities.

      5.15 Remedies. In addition to being entitled to exercise all rights
provided herein or granted by law, including recovery of damages, each of the
Purchasers and the Company will be entitled to specific performance under the
Transaction Documents. The parties agree that monetary damages may not be
adequate compensation for any loss incurred by reason of any breach of
obligations described in the foregoing sentence and hereby agrees to waive in
any action for specific performance of any such obligation the defense that a
remedy at law would be adequate.

      5.16 Payment Set Aside. To the extent that the Company makes a payment or
payments to any Purchaser pursuant to any Transaction Document or a Purchaser
enforces or exercises its rights thereunder, and such payment or payments or the
proceeds of such enforcement or exercise or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside, recovered
from, disgorged by or are required to be refunded, repaid or otherwise restored
to the Company, a trustee, receiver or any other person under any law
(including, without limitation, any bankruptcy law, state or federal law, common
law or equitable cause of action), then to the extent of any such restoration
the obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been
made or such enforcement or setoff had not occurred.

      5.17 Intentionally Omitted.

      5.18 Independent Nature of Purchasers' Obligations and Rights. The
obligations of each Purchaser under any Transaction Document are several and not
joint with the obligations of any other Purchaser, and no Purchaser shall be
responsible in any way for the performance of the obligations of any other
Purchaser under any Transaction Document. Nothing contained herein

                                      -28-
<PAGE>

or in any Transaction Document, and no action taken by any Purchaser pursuant
thereto, shall be deemed to constitute the Purchasers as a partnership, an
association, a joint venture or any other kind of entity, or create a
presumption that the Purchasers are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated by the
Transaction Document. Each Purchaser shall be entitled to independently protect
and enforce its rights, including without limitation the rights arising out of
this Agreement or out of the other Transaction Documents, and it shall not be
necessary for any other Purchaser to be joined as an additional party in any
proceeding for such purpose. Each Purchaser has been represented by its own
separate legal counsel in their review and negotiation of the Transaction
Documents. For reasons of administrative convenience only, Purchasers and their
respective counsel have chosen to communicate with the Company through FW. FW
does not represent all of the Purchasers but only Rodman & Renshaw, Inc., the
placement agent in the transaction. The Company has elected to provide all
Purchasers with the same terms and Transaction Documents for the convenience of
the Company and not because it was required or requested to do so by the
Purchasers.135

      5.19 Liquidated Damages. The Company's obligations to pay any partial
liquidated damages or other amounts owing under the Transaction Documents is a
continuing obligation of the Company and shall not terminate until all unpaid
partial liquidated damages and other amounts have been paid notwithstanding the
fact that the instrument or security pursuant to which such partial liquidated
damages or other amounts are due and payable shall have been canceled.

      5.20 Construction. The parties agree that each of them and/or their
respective counsel has reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation of the Transaction Documents or any amendments hereto.

                            (Signature Pages Follow)

                                      -29-
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

CYTRX CORPORATION                          Address for Notice:

By: /s/ STEVEN A. KRIEGSMAN                11726 San Vicente Boulevard
   ------------------------                Suite 650
   Name: Steven A. Kriegsman               Los Angeles, California 90049
   Title: Chief Executive Officer

With a copy to (which shall not            Benjamin Levin, Esq.
constitute notice):                        General Counsel
                                           CytRx Corporation
                                           11726 San Vicente Boulevard
                                           Suite 650
                                           Los Angeles, California 90049

                                           Sanford J. Hillsberg, Esq.
                                           Troy & Gould Professional Corporation
                                           1801 Century Park East, 16th Floor
                                           Los Angeles, California 90067

                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                      SIGNATURE PAGE FOR PURCHASER FOLLOWS]

                                      -30-
<PAGE>

        [PURCHASER SIGNATURE PAGES TO CYTR SECURITIES PURCHASE AGREEMENT]

      IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.

Name of Investing Entity: ______________________________________________________
Signature of Authorized Signatory of Investing Entity: _________________________
Name of Authorized Signatory: __________________________________________________
Title of Authorized Signatory: _________________________________________________
Email Address of Authorized Entity:_____________________________________________

Address for Notice of Investing Entity:

Address for Delivery of Securities for Investing Entity (if not same as above):

Subscription Amount:
Shares:
Warrant Shares:

                           [SIGNATURE PAGES CONTINUE]

                                      -31-