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                                                                    Exhibit 10.2


                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------

                  This Registration  Rights Agreement (this "Agreement") is made
and entered into as of September  15, 2003,  by and among CytRx  Corporation,  a
Delaware  corporation  (the  "Company"),  and the persons and entities listed on
Exhibit A hereto (each, a "Purchaser" and, collectively, the "Purchasers").

                  WHEREAS,  upon the terms and subject to the  conditions of the
Securities  Purchase  Agreement,  dated as of the  date  hereof  (the  "Purchase
Agreement"), the Company has agreed to issue and sell shares of its Common Stock
and Warrants to purchase shares of its Common Stock to the Purchasers; and

                  WHEREAS,  to induce the  Purchasers to execute and deliver the
Purchase Agreement and to purchase the Shares and the Warrants,  the Company has
agreed to provide certain  registration rights under the Securities Act of 1933,
as amended,  with respect to the Shares,  the  Warrants  and the Warrant  Shares
(each as respectively defined in the Purchase Agreement).

                  NOW,  THEREFORE,  in  consideration  of  the  representations,
warranties  and  agreements   contained  herein  and  other  good  and  valuable
consideration,  the receipt and legal adequacy of which are hereby  acknowledged
by the parties, the Company and the Purchasers hereby agree as follows:

1. Definitions.

                  Capitalized  terms used but not otherwise defined herein shall
have the meanings  given such terms in the Purchase  Agreement.  As used in this
Agreement, the following terms shall have the following meanings:

                  "Affiliate"  means,  with  respect  to any  Person,  any other
Person that directly or indirectly  controls or is controlled by or under common
control with such Person.  For the purposes of this definition,  "control," when
used with respect to any Person,  means the possession,  direct or indirect,  of
the power to direct or cause the  direction  of the  management  and policies of
such Person, whether through the ownership of voting securities,  by contract or
otherwise;  and the terms  "affiliated,"  "controlling"  and  "controlled"  have
meanings correlative to the foregoing.

                  "Blackout  Period" shall have the meaning set forth in Section
3(m).

                  "Board" shall have the meaning set forth in Section 3(m).

                  "Business Day" means any day except  Saturday,  Sunday and any
day which is a legal holiday or a day on which banking institutions in the state
of California  generally are  authorized or required by law or other  government
actions to close.

<PAGE>

                  "Commission" means the Securities and Exchange Commission.

                  "Common  Shares"  shall  have  the  meaning  set  forth in the
definition of "Registrable Securities."

                  "Common  Stock" means the Company's  Common  Stock,  $.001 par
value.

                  "Effectiveness  Date" means with  respect to the  Registration
Statement the earlier of (i) the 120th day  following  the Closing Date,  before
which the Company will use its commercially reasonable best efforts to cause the
Registration  Statement to become  effective,  and (ii) the date which is within
five (5)  Business  Days  after the date on which  the  Commission  informs  the
Company  in writing  (a) that the  Commission  will not review the  Registration
Statement,  or  (b)  that  the  Company  may  request  the  acceleration  of the
effectiveness of the Registration Statement.

                  "Effectiveness  Period"  shall have the  meaning  set forth in
Section 2.

                  "Event" shall have the meaning set forth in Section 8(d).

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

                  "Holder" means, collectively, each holder from time to time of
Registrable  Securities  including,  without limitation,  each Purchaser and its
assignees. To the extent this Agreement refers to an election,  consent, waiver,
request or approval of or by the Holder,  such reference shall mean an election,
consent, waiver, request or approval by the holders of a majority in interest of
the then-outstanding Registrable Securities (on an as exercised basis).

                  "Indemnified  Party"  shall  have  the  meaning  set  forth in
Section 6(c).

                  "Indemnifying  Party"  shall  have the  meaning  set  forth in
Section 6(c).

                  "Liquidated  Damages"  shall  have the  meaning  set  forth in
Section 8(d).

                  "Losses" shall have the meaning set forth in Section 6(a).

                  "NASDAQ" shall mean the NASDAQ Stock Market.

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

                  "Proceeding" means an action,  claim,  suit,  investigation or
proceeding   (including,   without  limitation,   an  investigation  or  partial
proceeding, such as a deposition), whether commenced or threatened.

                  "Prospectus" means the prospectus included in the Registration
Statement  (including,  without  limitation,  a  prospectus  that  includes  any
information  previously  omitted


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<PAGE>

from a  prospectus  filed  as part of an  effective  registration  statement  in
reliance upon Rule 430A  promulgated  under the  Securities  Act), as amended or
supplemented  by any  prospectus  supplement,  with  respect to the terms of the
offering  of  any  portion  of  the  Registrable   Securities   covered  by  the
Registration  Statement,  and  all  other  amendments  and  supplements  to  the
Prospectus,  including post-effective  amendments, and all material incorporated
by reference in such Prospectus.

                  "Registrable  Securities" means (i) the shares of Common Stock
issued or issuable pursuant to the Purchase Agreement, and upon any stock split,
stock dividend, recapitalization or similar event with respect to such shares of
Common Stock and any other  securities  issued in exchange of or  replacement of
such shares of Common Stock  (collectively,  the "Common Shares");  until in the
case of any of the Common  Shares (a) a  Registration  Statement  covering  such
Common Share has been declared  effective by the  Commission and continues to be
effective during the  Effectiveness  Period, or (b) such Common Share is sold in
compliance  with Rule 144 or may be sold  pursuant to Rule  144(k),  after which
time such Common Share shall not be a Registrable Security;  and (ii) the shares
of Common Stock issued and  issuable  pursuant to the exercise of the  Warrants,
and upon any stock split, stock dividend, recapitalization or similar event with
respect  to such  shares of Common  Stock  and any  other  securities  issued in
exchange of or  replacement  of such shares of Common Stock  (collectively,  the
"Warrant  Shares");  until  in the  case  of any of  the  Warrant  Shares  (a) a
Registration  Statement  covering such Warrant Share has been declared effective
by the Commission and continues to be effective during the Effectiveness Period,
or (b) such  Warrant  Share is sold in  compliance  with Rule 144 or may be sold
pursuant  to Rule  144(k),  after which time such  Warrant  Share shall not be a
Registrable Security.

                  "Registration  Statement"  means the  registration  statement,
including  the  Prospectus,  amendments  and  supplements  to such  registration
statement or  Prospectus,  including  pre- and  post-effective  amendments,  all
exhibits   thereto,   and  all  material   incorporated  by  reference  in  such
registration  statement,  for the Shares and the Warrant  Shares  required to be
filed by the Company with the Commission pursuant to this Agreement.

                  "Required   Filing  Date"  means  the  thirtieth   (30th)  day
immediately following the Closing Date.

                  "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.

                  "Rule  158"  means  Rule  158  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.

                  "Rule  415"  means  Rule  415  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.


                                      -3-
<PAGE>

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

                  "Special  Counsel" means an attorney selected by and acting as
special counsel to Holder.

                  "Warrant  Shares"  shall  have the  meaning  set  forth in the
definition of "Registrable Securities."

            2.  Registration.  On or  prior to the  Required  Filing  Date,  the
Company  shall  prepare and file with the  Commission a  Registration  Statement
covering the resale of the Registrable  Securities for an offering to be made on
a continuous basis pursuant to Rule 415. The Registration  Statement shall be on
Form S-3 (except if the Company is not then  eligible to register for resale the
Registrable  Securities on Form S-3, in which case such registration shall be on
another  appropriate  form in accordance  with the  Securities Act and the rules
promulgated  thereunder) and shall contain (except if otherwise  directed by the
Purchasers) the "Plan of Distribution" attached hereto as Exhibit B. The Company
shall (i) use its commercially reasonable best efforts to cause the Registration
Statement to be declared  effective  under the Securities Act (including  filing
with the Commission a request for acceleration of effectiveness  within five (5)
Business  Days of the date  that the  Company  is  notified  in  writing  by the
Commission  that the  Registration  Statement  will not be "reviewed," or not be
subject to further review) as soon as possible after the filing thereof,  but in
any event  prior to the  Effectiveness  Date,  and (ii)  keep such  Registration
Statement  continuously  effective  under the Securities Act for a period of two
years from the Effectiveness Date (the "Effectiveness Period").

            3. Registration Procedures; Company's Obligations.

            In connection with the registration of the Registrable Securities,
the Company shall:

            (a) Prepare and file with the Commission on or prior to the Required
Filing Date, a Registration Statement on Form S-3 (or if the Company is not then
eligible  to register  for resale the  Registrable  Securities  on Form S-3 such
registration  shall  be on  another  appropriate  form in  accordance  with  the
Securities  Act and the Rules  promulgated  thereunder)  in accordance  with the
method or methods of distribution  thereof as specified by the Holder (except if
otherwise  directed by the Holder),  and use its  commercially  reasonable  best
efforts  to cause the  Registration  Statement  to become  effective  and remain
effective as provided herein;  provided,  however,  that not less than three (3)
Business Days prior to the filing of the  Registration  Statement or any related
Prospectus or any amendment or supplement  thereto  (including any document that
would be  incorporated  therein by reference),  the Company shall (i) furnish to
the Holder and any Special Counsel,  copies of all such documents proposed to be
filed,  which  documents  (other than those  incorporated  by reference) will be
subject to the timely review of and comment by such Special Counsel, and (ii) at
the  request  of the  Holder  cause its  officers  and  directors,  counsel  and
independent  certified public  accountants to respond to such inquiries as shall
be necessary,  in the reasonable  opinion of such Special Counsel,  to conduct a
reasonable  investigation  within the meaning of the Securities Act. The Company
shall  not  file  the  Registration  Statement  or any  such  Prospectus  or any
amendments  or  supplements  thereto to


                                      -4-
<PAGE>

which the  Holder or any  Special  Counsel  shall  reasonably  object in writing
within three (3) Business Days of their receipt thereof.

            (b) (i)  Prepare  and file  with  the  Commission  such  amendments,
including  post-effective  amendments,  to the Registration  Statement as may be
necessary to keep the Registration  Statement  continuously  effective as to the
applicable  Registrable  Securities  for the  Effectiveness  Period  in order to
register for resale under the Securities Act all of the Registrable  Securities;
(ii) cause the related  Prospectus to be amended or supplemented by any required
Prospectus supplement, and as so supplemented or amended to be filed pursuant to
Rule  424 (or any  similar  provisions  then in  force)  promulgated  under  the
Securities  Act;  (iii)  respond  promptly  to any  comments  received  from the
Commission with respect to the Registration  Statement or any amendment  thereto
and promptly  provide the Holder true and complete copies of all  correspondence
from and to the  Commission  relating to the  Registration  Statement;  and (iv)
comply in all material  respects with the  provisions of the  Securities Act and
the Exchange Act with respect to the disposition of all  Registrable  Securities
covered by the Registration Statement during the applicable period in accordance
with  the  intended  methods  of  disposition  by the  Holder  set  forth in the
Registration Statement as so amended or in such Prospectus as so supplemented.

            (c) Notify the Holder of  Registrable  Securities to be sold and any
Special Counsel  promptly (and, in the case of (i)(A) below, not less than three
(3)  Business  Days prior to such filing and,  in the case of (i)(C)  below,  no
later than the first  Business Day following the date on which the  Registration
Statement becomes  effective) and (if requested by any such Person) confirm such
notice in writing no later than three (3) Business Days following the day (i)(A)
when a Prospectus or any Prospectus  supplement or  post-effective  amendment to
the  Registration  Statement  is proposed to be filed,  (B) when the  Commission
notifies  the  Company  whether  there will be a "review"  of such  Registration
Statement and whenever the Commission  comments in writing on such  Registration
Statement,   and  (C)  with  respect  to  the  Registration   Statement  or  any
post-effective  amendment,  when  the  same has  become  effective;  (ii) of any
request by the Commission or any other Federal or state  governmental  authority
for amendments or supplements to the Registration Statement or Prospectus or for
additional  information;  (iii) of the  issuance by the  Commission  of any stop
order suspending the effectiveness of the Registration Statement covering any or
all of the Registrable  Securities or the initiation of any Proceedings for that
purpose;  (iv) of the receipt by the Company of any notification with respect to
the suspension of the  qualification  or exemption from  qualification of any of
the Registrable  Securities for sale in any  jurisdiction,  or the initiation or
threatening of any Proceeding for such purpose; and (v) of the occurrence of any
event that makes any statement made in the Registration  Statement or Prospectus
or any document  incorporated or deemed to be incorporated  therein by reference
untrue  in  any  material   respect  or  that  requires  any  revisions  to  the
Registration  Statement,  Prospectus or other  documents so that, in the case of
the  Registration  Statement or the Prospectus,  as the case may be, it will not
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated therein or necessary to make the statements  therein,
in the light of the circumstances under which they were made, not misleading.

                                      -5-
<PAGE>

            The Company shall promptly furnish to the Special  Counsel,  without
charge, (i) any correspondence  from the Commission or the Commission's staff to
the Company or its representatives  relating to any Registration Statement,  and
(ii) promptly after the same is prepared and filed with the  Commission,  a copy
of any written response to the correspondence received from the Commission.

            (d) Use its  commercially  reasonable  best  efforts  to  avoid  the
issuance of, or, if issued,  obtain the withdrawal of, (i) any order  suspending
the effectiveness of the Registration  Statement,  or (ii) any suspension of the
qualification  (or  exemption  from  qualification)  of any  of the  Registrable
Securities  for  sale in any  U.S.  jurisdiction,  at the  earliest  practicable
moment.

            (e) If  requested  by the  Holder,  (i)  promptly  incorporate  in a
Prospectus supplement or post-effective  amendment to the Registration Statement
such information as the Company  reasonably  agrees should be included  therein,
and  (ii)  make all  required  filings  of such  Prospectus  supplement  or such
post-effective  amendment as soon as practicable  after the Company has received
notification of the matters to be incorporated in such Prospectus  supplement or
post-effective amendment.

            (f) Furnish to the Holder and any Special  Counsel,  without charge,
at least one conformed  copy of each  Registration  Statement and each amendment
thereto,   including   financial   statements  and   schedules,   all  documents
incorporated or deemed to be incorporated therein by reference, and all exhibits
to the extent requested by such Person (including those previously  furnished or
incorporated by reference)  promptly after the filing of such documents with the
Commission.

            (g) Promptly deliver to the Holder and any Special Counsel,  without
charge, as many copies of the Registration Statement, Prospectus or Prospectuses
(including each form of prospectus) and each amendment or supplement  thereto as
such Persons may reasonably request;  and the Company hereby consents to the use
of such  Prospectus  and each  amendment  or  supplement  thereto by the selling
Holder in connection  with the offering and sale of the  Registrable  Securities
covered by such Prospectus and any amendment or supplement thereto.

            (h) Prior to any public offering of Registrable Securities,  use its
commercially  reasonable  best efforts to register or qualify or cooperate  with
the selling Holder and any Special Counsel in connection  with the  registration
or qualification  (or exemption from such registration or qualification) of such
Registrable  Securities for offer and sale under the securities or Blue Sky laws
of such jurisdictions within the United States as the Holder reasonably requests
in  writing,  to keep each such  registration  or  qualification  (or  exemption
therefrom) effective during the Effectiveness Period and to do any and all other
acts or  things  necessary  or  advisable  to  enable  the  disposition  in such
jurisdictions of the Registrable Securities covered by a Registration Statement;
provided,  however,  that the Company shall not be required to qualify generally
to do business in any jurisdiction  where it is not then so qualified or to take
any  action  that would  subject  it to  general  service of process in any such
jurisdiction  where it is not then so subject or subject  the Company to any tax
in any such jurisdiction where it is not then so subject.

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<PAGE>

            (i) Cooperate with the Holder to facilitate  the timely  preparation
and delivery of  certificates  representing  Registrable  Securities  to be sold
pursuant to a Registration  Statement and to enable such Registrable  Securities
to be in such  denominations  and  registered  in such  names as the  Holder may
request  at  least  two (2)  Business  Days  prior  to any  sale of  Registrable
Securities.

            (j)  Upon  the  occurrence  of any  event  contemplated  by  Section
3(c)(v), promptly prepare a supplement or amendment,  including a post-effective
amendment,  to  the  Registration  Statement  or a  supplement  to  the  related
Prospectus or any document  incorporated or deemed to be incorporated therein by
reference,  and  file  any  other  required  document  so  that,  as  thereafter
delivered,  neither the Registration  Statement nor such Prospectus will contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements  therein,  in the light
of the circumstances under which they were made, not misleading.

            (k) Use its  commercially  reasonable  best  efforts  to  cause  all
Registrable  Securities relating to such Registration  Statement to be quoted by
NASDAQ  and  any  other  securities  exchange,   quotation  system,   market  or
over-the-counter  bulletin board, if any, on which the same securities issued by
the  Company  are then  listed as and when  required  pursuant  to the  Purchase
Agreement.

            (l) Comply in all material  respects with all  applicable  rules and
regulations  of the  Commission  and make  generally  available  to its security
holders  earning  statements  satisfying  the provisions of Section 11(a) of the
Securities Act and Rule 158 not later than forty-five (45) days after the end of
any twelve  (12) month  period (or ninety  (90) days after the end of any twelve
(12) month period if such period is a fiscal year)  commencing  on the first day
of the first  fiscal  quarter of the  Company  after the  effective  date of the
Registration  Statement,  which statement  shall conform to the  requirements of
Rule 158.

            (m) If (i) there is material  non-public  information  regarding the
Company  which  the  Company's  Board  of  Directors  (the  "Board")  reasonably
determines  not to be in the  Company's  best interest to disclose and which the
Company is not  otherwise  required to disclose,  or (ii) there is a significant
business  opportunity  (including,  but  not  limited  to,  the  acquisition  or
disposition  of assets  (other than in the  ordinary  course of business) or any
merger,  consolidation,  tender offer or other similar transaction) available to
the Company  which the Board  reasonably  determines  not to be in the Company's
best  interest to disclose  and which the Company  would be required to disclose
under the Registration Statement,  then the Company may suspend effectiveness of
a Registration  Statement and suspend the sale of Registrable Securities under a
Registration Statement one (1) time every three (3) months or three (3) times in
any  twelve  month  period,  provided  that  the  Company  may not  suspend  its
obligation  for more than sixty (60) days in the  aggregate  in any twelve month
period (each, a "Blackout Period");  provided,  however, that no such suspension
shall be permitted for more than twenty (20)  consecutive  days,  arising out of
the same set of facts, circumstances or transactions, and that there shall be at
least two business days between each Blackout Period.

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<PAGE>

            (n) Within two (2) Business  Days after the  Registration  Statement
which  includes  the  Registrable   Securities  is  ordered   effective  by  the
Commission,  the Company  shall  deliver,  and shall cause legal counsel for the
Company to deliver, to the transfer agent for such Registrable  Securities (with
copies  to  the  Holder  whose  Registrable  Securities  are  included  in  such
Registration  Statement)  confirmation that the Registration  Statement has been
declared effective by the Commission in the form attached hereto as Exhibit C.

         4. Registration Procedures; Holder's Obligations

            In connection with the  registration of the Registrable  Securities,
the Holder shall:

            (a) If the  Registration  Statement  refers to the Holder by name or
otherwise  as the holder of any  securities  of the  Company,  have the right to
require (if such reference to the Holder by name or otherwise is not required by
the Securities Act or any similar federal statute then in force) the deletion of
the reference to the Holder in any  amendment or supplement to the  Registration
Statement filed or prepared subsequent to the time that such reference ceases to
be required.

            (b) (i) not sell any Registrable  Securities  under the Registration
Statement  until it has  received  copies of the  Prospectus  as then amended or
supplemented  as  contemplated  in Section 3(g) and notice from the Company that
such  Registration  Statement  and any  post-effective  amendments  thereto have
become  effective  as  contemplated  by  Section  3(c),  (ii)  comply  with  the
prospectus  delivery  requirements  of the Securities Act as applicable to it in
connection  with sales of Registrable  Securities  pursuant to the  Registration
Statement,  and (iii) furnish to the Company  information  regarding such Holder
and the distribution of such Registrable  Securities as is required by law to be
disclosed in the Registration  Statement,  and the Company may exclude from such
registration  the  Registrable  Securities  of the Holder if it fails to furnish
such  information  within  a  reasonable  time  prior  to  the  filing  of  each
Registration  Statement,  supplemented  Prospectus  and/or amended  Registration
Statement.

            (c) upon receipt of a notice from the Company of the  occurrence  of
any  event of the kind  described  in  Section  3(c)(ii),  3(c)(iii),  3(c)(iv),
3(c)(v)  or  3(m),  forthwith   discontinue   disposition  of  such  Registrable
Securities  under the  Registration  Statement until the Holder's receipt of the
copies of the  supplemented  Prospectus  and/or amended  Registration  Statement
contemplated  by Section  3(j), or until it is advised in writing by the Company
that the use of the applicable  Prospectus may be resumed,  and, in either case,
has  received  copies  of  any  additional  or  supplemental  filings  that  are
incorporated  or deemed to be  incorporated  by reference in such  Prospectus or
Registration Statement.

         5. Registration Expenses

            All reasonable  fees and expenses  incident to the performance of or
compliance  with this  Agreement  by the  Company  shall be borne by the Company
whether or not the  Registration  Statement  is filed or becomes  effective  and
whether or not any Registrable  Securities are sold pursuant to the Registration
Statement.  The fees and expenses  referred to in the foregoing  sentence  shall
include, without limitation, the following: (i) all registration and


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<PAGE>

filing fees (including,  without limitation,  fees and expenses (A) with respect
to filings required to be made with NASDAQ and each securities exchange or other
market on which Registrable  Securities are required hereunder to be listed, (B)
with  respect to filings  required  to be made with the  Commission,  and (C) in
compliance  with state  securities  or Blue Sky laws);  (ii)  printing  expenses
(including,   without   limitation,   expenses  of  printing   certificates  for
Registrable   Securities  and  of  printing  prospectuses  if  the  printing  of
prospectuses  is  requested  by the  holders  of a majority  of the  Registrable
Securities included in the Registration Statement);  (iii) messenger,  telephone
and delivery  expenses  incurred by the Company;  (iv) fees and disbursements of
counsel for the Company; and (v) fees and expenses of all other Persons retained
by  the  Company  in  connection  with  the  consummation  of  the  transactions
contemplated by this Agreement,  including,  without  limitation,  the Company's
independent public accountants (including the expenses of any comfort letters or
costs  associated  with the  delivery by  independent  public  accountants  of a
comfort  letter  or  comfort  letters).  In  addition,   the  Company  shall  be
responsible  for all of its internal  expenses  incurred in connection  with the
consummation  of the  transactions  contemplated  by this Agreement  (including,
without  limitation,  all salaries  and  expenses of its officers and  employees
performing legal or accounting duties), the expense of any annual audit, and the
fees and expenses  incurred in  connection  with the listing of the  Registrable
Securities on any securities exchange as required  hereunder.  The Company shall
not be responsible for the payment of any commissions or other expenses incurred
by the Holder in connection  with their sales of  Registrable  Securities or for
the fees of any Special Counsel.

         6. Indemnification

            (a)   Indemnification   by   the   Company.   The   Company   shall,
notwithstanding  any termination of this Agreement,  indemnify and hold harmless
each Purchaser, its permitted assignees,  officers,  directors,  agents, brokers
(including  brokers who offer and sell Registrable  Securities as principal as a
result of a pledge  or any  failure  to  perform  under a margin  call of Common
Stock),  investment  advisors and  employees,  each Person who controls any such
Purchaser  or  permitted  assignee  (within  the  meaning  of  Section 15 of the
Securities  Act or Section 20 of the Exchange Act) and the officers,  directors,
agents  and  employees  of each  such  controlling  Person,  and the  respective
successors,  assigns,  estate  and  personal  representatives  of  each  of  the
foregoing,  to the fullest extent  permitted by applicable law, from and against
any and all claims, losses, damages,  liabilities,  penalties,  judgments, costs
(including, without limitation, costs of investigation) and expenses (including,
without  limitation,  reasonable  attorneys'  fees and expenses)  (collectively,
"Losses"),  as  incurred,  arising  out of or  relating to any untrue or alleged
untrue statement of a material fact contained in the Registration Statement, any
Prospectus,  as  supplemented  or amended,  if applicable,  or arising out of or
relating to any omission or alleged  omission of a material  fact required to be
stated therein or necessary to make the  statements  therein (in the case of any
Prospectus  or form of prospectus  or  supplement  thereto,  in the light of the
circumstances  under  which  they were made) not  misleading,  except (i) to the
extent,  but only to the extent,  that such untrue  statements  or omissions are
based solely upon  information  regarding the Holder furnished in writing to the
Company by the Holder  expressly  for use in the  Registration  Statement,  such
Prospectus or such form of Prospectus or in any amendment or supplement thereto,
or (ii) as a result of the  failure of the Holder to  deliver a  Prospectus,  as
amended or  supplemented,  to a purchaser  in  connection  with an offer or sale
(provided that copies of the Prospectus,  as amended or supplemented,  have been
provided  to the


                                      -9-
<PAGE>

Holder by the Company for delivery to such purchaser).  The Company shall notify
the Holder promptly of the institution, threat or assertion of any Proceeding of
which the Company is aware in connection with the  transactions  contemplated by
this Agreement.  Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of an Indemnified Party (as defined in
Section  6(c)  hereof)  and  shall  survive  the  transfer  of  the  Registrable
Securities by the Holder.

            (b)  Indemnification by Purchaser.  Each Purchaser and its permitted
assignees  shall,  severally  and not jointly,  indemnify  and hold harmless the
Company, its directors, officers, agents and employees, each Person who controls
the Company  (within the meaning of Section 15 of the Securities Act and Section
20 of the Exchange  Act), and the  directors,  officers,  agents or employees of
such controlling Persons,  and the respective  successors,  assigns,  estate and
personal  representatives  of  each  of the  foregoing,  to the  fullest  extent
permitted by applicable  law, from and against any and all Losses,  as incurred,
arising  out of or  relating  to any untrue or  alleged  untrue  statement  of a
material  fact  contained in the  Registration  Statement,  any  Prospectus,  as
supplemented  or amended,  if  applicable,  or arising out of or relating to any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements  therein (in the case of any Prospectus or form
of prospectus or supplement  thereto,  in the light of the  circumstances  under
which they were made) not  misleading,  to the  extent,  but only to the extent,
that (i) such untrue  statement  or omission is contained in or omitted from any
information so furnished in writing by the Holder or the Special  Counsel to the
Company  specifically  for  inclusion  in the  Registration  Statement  or  such
Prospectus,  and (ii) such information was reasonably relied upon by the Company
for  use  in the  Registration  Statement,  such  Prospectus  or  such  form  of
prospectus or, to the extent that such information  relates to the Holder or the
Holder's proposed method of distribution of Registrable Securities, was reviewed
and  expressly  approved  in  writing  by the  Holder  expressly  for use in the
Registration  Statement,  such Prospectus or such form of Prospectus Supplement.
Notwithstanding  anything to the contrary  contained herein, the Holder shall be
liable  under this  Section 6(b) for only that amount as does not exceed the net
proceeds  to the  Holder  as a  result  of the  sale of  Registrable  Securities
pursuant to such Registration Statement.

            (c) Conduct of Indemnification  Proceedings. If any Proceeding shall
be brought or asserted  against any Person  entitled  to  indemnity  pursuant to
Section 6(a) or 6(b) hereunder (an "Indemnified  Party"), such Indemnified Party
promptly   shall   notify  the  Person  from  whom   indemnity  is  sought  (the
"Indemnifying  Party) in writing,  and the  Indemnifying  Party shall assume the
defense thereof,  including the employment of counsel reasonably satisfactory to
the  Indemnified  Party and the  payment of all fees and  expenses  incurred  in
connection with defense thereof;  provided,  that the failure of any Indemnified
Party to give  such  notice  shall not  relieve  the  Indemnifying  Party of its
obligations or liabilities pursuant to this Agreement,  except (and only) to the
extent that it shall be finally determined by a court of competent  jurisdiction
(which  determination  is not  subject  to appeal or further  review)  that such
failure shall have materially and adversely prejudiced the Indemnifying Party.

            An Indemnified Party shall have the right to employ separate counsel
in any such Proceeding and to participate in the defense  thereof,  but the fees
and expenses of such counsel shall be at the expense of such  Indemnified  Party
or Parties unless:  (i) the Indemnifying Party


                                      -10-
<PAGE>

has agreed in writing to pay such fees and  expenses;  or (ii) the  Indemnifying
Party shall have failed promptly to assume the defense of such Proceeding and to
employ counsel  reasonably  satisfactory to such  Indemnified  Party in any such
Proceeding;  or (iii) the named parties to any such  Proceeding  (including  any
impleaded  parties)  include both such  Indemnified  Party and the  Indemnifying
Party,  and such  Indemnified  Party shall have been  advised by counsel  that a
conflict of interest is likely to exist if the same  counsel  were to  represent
such  Indemnified  Party and the  Indemnifying  Party (in  which  case,  if such
Indemnified  Party notifies the Indemnifying  Party in writing that it elects to
employ  separate  counsel  at  the  expense  of  the  Indemnifying   Party,  the
Indemnifying  Party shall not have the right to assume the  defense  thereof and
such  counsel  shall  be  at  the  expense  of  the  Indemnifying   Party).  The
Indemnifying Party shall not be liable for any settlement of any such Proceeding
effected  without its written  consent,  which consent shall not be unreasonably
withheld, conditioned or delayed. No Indemnifying Party shall, without the prior
written consent of the Indemnified  Party,  which consent shall not unreasonably
be  withheld,  conditioned  or  delayed,  effect any  settlement  of any pending
Proceeding  in respect of which any  Indemnified  Party is a party,  unless such
settlement includes an unconditional  release of such Indemnified Party from all
liability on claims that are the subject matter of such Proceeding.

            All reasonable fees and expenses of the Indemnified Party (including
reasonable  fees  and  expenses  to  the  extent  incurred  in  connection  with
investigating   or  preparing  to  defend  such   Proceeding  in  a  manner  not
inconsistent  with this  Section)  shall be paid to the  Indemnified  Party,  as
incurred,  within  ten (10)  Business  Days of  written  notice  thereof  to the
Indemnifying  Party  (regardless of whether it is ultimately  determined that an
Indemnified Party is not entitled to indemnification  hereunder;  provided, that
the  Indemnifying  Party may require  such  Indemnified  Party to  undertake  to
reimburse  all such fees and  expenses  to the extent it is  finally  judicially
determined  that  such  Indemnified  Party is not  entitled  to  indemnification
hereunder or pursuant to applicable law).

            (d) Contribution.  If a claim for indemnification under Section 6(a)
or 6(b) is unavailable  to an Indemnified  Party because of a failure or refusal
of a governmental  authority to enforce such  indemnification in accordance with
its terms (by  reason of public  policy or  otherwise),  then each  Indemnifying
Party, in lieu of indemnifying such Indemnified  Party,  shall contribute to the
amount paid or payable by such Indemnified  Party as a result of such Losses, in
such  proportion  as is  appropriate  to  reflect  the  relative  fault  of  the
Indemnifying  Party  and  Indemnified  Party in  connection  with  the  actions,
statements  or  omissions  that  resulted  in such  Losses  as well as any other
relevant equitable considerations. The relative fault of such Indemnifying Party
and  Indemnified  Party shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged  omission of a material fact, has been
taken or made by, or relates to information supplied by, such Indemnifying Party
or Indemnified  Party, and the parties'  relative intent,  knowledge,  access to
information  and  opportunity  to correct or prevent such  action,  statement or
omission.  The amount paid or payable by a party as a result of any Losses shall
be deemed to include,  subject to the limitations set forth in Section 6(c), any
reasonable  attorneys'  or other  reasonable  fees or expenses  incurred by such
party in connection with any Proceeding to the extent such party would have been
indemnified for such fees or expenses if the indemnification  provided for under
Section 6(a) or 6(b) was available to such


                                      -11-
<PAGE>

party in  accordance  with its terms.  Notwithstanding  anything to the contrary
contained  herein,  the Holder shall be liable or required to  contribute  under
this  Section  6(d) for only that amount as does not exceed the net  proceeds to
the Holder as a result of the sale of  Registrable  Securities  pursuant  to the
Registration Statement.

            The parties  hereto agree that it would not be just and equitable if
contribution  pursuant  to  this  Section  6(d)  were  determined  by  pro  rata
allocation or by any other method of allocation  that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
No Person guilty of fraudulent  misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any Person
who was not guilty of such fraudulent misrepresentation.

            The indemnity and contribution  agreements contained in this Section
are in addition to any liability that the  Indemnifying  Parties may have to the
Indemnified Parties.

         7. Rule 144.

            As long as the  Holder  owns  Registrable  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 Section 13(a) or 15(d) of the Exchange
Act and to promptly furnish the Holder with true and complete copies of all such
filings.  As long as the Holder owns Registrable  Securities,  if the Company is
not required to file reports  pursuant to Section 13(a) or 15(d) of the Exchange
Act, it will  prepare and furnish to the Holder and make  publicly  available in
accordance  with Rule 144(c)  promulgated  under the  Securities  Act annual and
quarterly financial statements,  together with a discussion and analysis of such
financial statements in form and substance  substantially  similar to those that
would otherwise be required to be included in reports  required by Section 13(a)
or 15(d) of the Exchange Act, as well as any other information required thereby,
in the time period that such filings  would have been required to have been made
under the Exchange  Act. The Company  further  covenants  that it will take such
further action as the Holder may reasonably request,  all to the extent required
from time to time to enable  the Holder to sell the  Common  Shares and  Warrant
Shares  without  registration  under the Securities Act within the limitation of
the  exemptions  provided  by Rule 144  promulgated  under the  Securities  Act,
including  providing any legal opinions of counsel to the Company referred to in
the  Purchase  Agreement.  Upon the  request of any Holder,  the  Company  shall
deliver to such Holder a written  certification of a duly authorized  officer as
to whether it has complied with such requirements.

         8. Miscellaneous.

            (a)  Remedies.  The  remedies  provided  in this  Agreement  and the
Purchase  Agreement are cumulative and not exclusive of any remedies provided by
law.  In the event of a breach by the  Company  or by the Holder of any of their
obligations under this Agreement, the Holder or the Company, as the case may be,
in addition to being  entitled to exercise  all rights  granted by law and under
this  Agreement,  including  recovery of  damages,  will be entitled to specific
performance of its rights under this Agreement. The Company and the Holder agree
that monetary  damages would not provide  adequate  compensation  for any losses
incurred by reason


                                      -12-
<PAGE>

of a breach by it of any of the  provisions of this Agreement and hereby further
agrees that, in the event of any action for specific  performance  in respect of
such breach, it shall waive the defense that a remedy at law would be adequate.

            (b) No Inconsistent  Agreements.  Neither the Company nor any of its
Affiliates  has as of the date hereof entered into, nor shall the Company or any
of its  Affiliates,  on or after the date of this  Agreement,  enter  into,  any
agreement with respect to its securities  that is  inconsistent  with the rights
granted  to the  Holder  in this  Agreement  or  otherwise  conflicts  with  the
provisions hereof. Without limiting the generality of the foregoing, without the
written  consent of the Holder,  the  Company  shall not grant to any Person the
right to request the Company to register any securities of the Company under the
Securities Act if the rights so granted are inconsistent with the rights granted
to the Holder set forth herein,  or otherwise prevent the Company with complying
with all of its obligations hereunder.

            (c) No  Piggyback on  Registrations.  Neither the Company nor any of
its security  holders (other than the Holder in such capacity  pursuant  hereto)
may include securities of the Company in the Registration  Statement;  provided,
however,  that securities held by other security holders the resale of which the
Company is  contractually  obligated to register  under the Securities Act as of
the date of this Agreement may be included in the Registration Statement.

            (d) Failure to File  Registration  Statement and Other  Events.  The
Company  and the  Holder  agree  that the  Holder  will  suffer  damages  if the
Registration  Statement is not filed on or prior to the Required  Filing Date or
is not declared  effective by the  Commission  on or prior to the  Effectiveness
Date and maintained in the manner  contemplated  herein during the Effectiveness
Period or if certain  other  events  occur.  The Company and the Holder  further
agree that it would not be feasible to ascertain the extent of such damages with
precision.  Accordingly,  if (i) the  Registration  Statement is not filed on or
prior  to  the  Required  Filing  Date,  or is  not  declared  effective  by the
Commission on or prior to the  Effectiveness  Date, or (ii) the Company fails to
file with the  Commission  a request for  acceleration  within five (5) Business
Days of the date that the Company is notified in writing by the Commission  that
a  Registration  Statement  will not be  "reviewed,"  or not  subject to further
review, or (iii) the Registration Statement is filed with and declared effective
by the Commission  but thereafter  ceases to be effective or available as to all
Registrable  Securities  at any time during the  Effectiveness  Period,  without
being  succeeded  within  a  reasonable  period  by  a  subsequent  Registration
Statement filed with and declared  effective by the Commission (any such failure
or breach being referred to as an "Event"),  the Company shall pay as liquidated
damages  for such  failure  or  breach  and not as a  penalty  (the  "Liquidated
Damages")  to the Holder an amount  equal to two  percent  (2%) of the  purchase
price of the Common Stock paid by the Holder pursuant to the Purchase  Agreement
for each thirty (30) day period during which any Event  described in subsections
(i), (ii) or (iii) above occurs and is continuing, pro rated for any period less
than thirty (30) days,  following the Event until the applicable  Event has been
cured; provided, however, the Holder will waive any Liquidated Damages resulting
from the Registration Statement ceasing to remain effective after being declared
effective by the Commission if the Company cures such breach prior to the end of
the first thirty (30) day period thereafter.  Notwithstanding the foregoing,  in
no event shall the Company be required to pay aggregate  Liquidated  Damages (A)
in excess of sixteen  percent  (16%) of the  purchase  price of the Common Stock
paid by the Holder  pursuant to the Purchase


                                      -13-
<PAGE>

Agreement for a failure to comply with  subsections (i) or (ii) above, or (B) in
excess of eight  percent (8%) of the purchase  price of the Common Stock paid by
the Holder  pursuant  to the  Purchase  Agreement  for a failure to comply  with
subsection (iii) above.  Payments to be made pursuant to this Section 8(d) shall
be due and payable  immediately  upon demand in cash. The parties agree that the
Liquidated  Damages represent a reasonable  estimate on the part of the parties,
as of the date of this Agreement,  of the amount of damages that may be incurred
by the  Holder  if the  Registration  Statement  is not filed on or prior to the
Required Filing Date or has not been declared  effective by the Commission on or
prior to the Effectiveness Date and maintained in the manner contemplated herein
during the Effectiveness Period.

            (e) Consent to  Jurisdiction.  The Company  and each  Purchaser  (i)
hereby irrevocably submit to the non-exclusive jurisdiction of the United States
District  Court for the  Central  District of  California  and the courts of the
State of  California  located in the City of Los  Angeles,  California,  for the
purposes of any suit,  action or  proceeding  arising out of or relating to this
Agreement or the Purchase  Agreement,  and (ii) hereby  waive,  and agree not to
assert  in any  such  suit,  action  or  proceeding,  any  claim  that it is not
personally  subject to the jurisdiction of such court,  that the suit, action or
proceeding  is brought in an  inconvenient  forum or that the venue of the suit,
action or  proceeding  is improper.  The Company and each  Purchaser  consent to
process  being served in any such suit,  action or  proceeding by mailing a copy
thereof  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 in this Section 8(e) shall affect
or limit any right to serve process in any other manner permitted by law.

            (f)  Amendments  and  Waivers.  The  provisions  of this  Agreement,
including  the  provisions  of this  sentence,  may not be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given,  unless the same shall be in writing and signed by the Company
and the Purchasers.

            (g)  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  earlier  of (i) the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  telephone  number  specified  for notice prior to 5:00 p.m.,  Pacific
Time,  on a  Business  Day,  (ii)  the  first  Business  Day  after  the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  telephone number  specified for notice later than 5:00 p.m.,  Pacific
Time, on any date and earlier than 11:59 p.m., Pacific Time, on such date, (iii)
the Business Day following the date of mailing, if sent by nationally recognized
overnight  courier  service,  or (iv)  actual  receipt by the party to whom such
notice is required to be given.

                        (x) if to the Company:


                                      -14-
<PAGE>

                                    CytRx Corporation
                                    11726 San Vicente Boulevard, Suite 650
                                    Los Angeles, California  90049
                                    Attention:  Steven A. Kriegsman
                                    Telecopier:  (310) 826-5529
                                    Telephone:  (310) 826-5648

                                    with a copy to:
                                    Troy & Gould Professional Corporation
                                    1801 Century Park East, 16th Floor
                                    Los Angeles, California  90067-2367
                                    Attention:  Sanford J. Hillsberg
                                    Telecopier: (310) 201-4746
                                    Telephone: (310) 553-4441

                                (y) if to any Purchaser:

                                    At the address of such  Purchaser  set forth
                                    on Exhibit A to this Agreement.

or to such other address or addresses or facsimile number or numbers as any such
party may most recently have  designated in writing to the other parties  hereto
by such notice.

            (h) Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties and their  successors and permitted  assigns
and shall inure to the benefit of the Holder and its successors and assigns. The
Company  may not  assign  this  Agreement  or any of its  respective  rights  or
obligations hereunder without the prior written consent of the Purchasers.  Each
Purchaser  may assign its rights  hereunder  in the manner and to the Persons as
permitted under the Purchase Agreement.

            (i)  Assignment  of  Registration  Rights.  The rights of the Holder
hereunder,  including  the  right  to  have  the  Company  register  for  resale
Registrable Securities in accordance with the terms of this Agreement,  shall be
assignable by each Holder to any transferee of the Holder of all or a portion of
the shares of  Registrable  Securities if: (i) the Holder agrees in writing with
the  transferee or assignee to assign such rights,  and a copy of such agreement
is furnished to the Company within a reasonable time after such assignment; (ii)
the Company is,  within a  reasonable  time after such  transfer or  assignment,
furnished with written notice of (A) the name and address of such  transferee or
assignee,  and (B) the securities with respect to which such registration rights
are being  transferred or assigned;  (iii) following such transfer or assignment
the further  disposition  of such  securities by the  transferee or assignees is
restricted  under the Securities Act and applicable  state securities laws; (iv)
at or before the time the Company  receives the written notice  contemplated  by
clause (ii) of this Section,  the transferee or assignee  agrees in writing with
the Company to be bound by all of the provisions of this Agreement; and (v) such
transfer shall have been made in accordance with the applicable  requirements of
the  Purchase  Agreement  and shall be for no less  than 10% of the  Registrable


                                      -15-
<PAGE>

Securities.  In  addition,  the Holder shall have the right to assign its rights
hereunder  to any other  Person with the prior  written  consent of the Company,
which consent shall not be unreasonably  withheld,  conditioned or delayed.  The
rights to assignment  shall apply to the Holder (and to  subsequent)  successors
and assigns.  In the event of an assignment  pursuant to this Section 8(i),  the
Purchaser shall pay all incremental  costs and expenses  incurred by the Company
in  connection  with filing a  Registration  Statement  (or an  amendment to the
Registration  Statement)  to  register  the  shares  of  Registrable  Securities
assigned to any assignee or transferee of the Purchaser.

            (j)  Counterparts.  This  Agreement may be executed in any number of
counterparts,  each of which when so executed shall be deemed to be an original,
and all of which taken together shall constitute one and the same Agreement.  In
the event that any  signature  is  delivered  by  facsimile  transmission,  such
signature shall create a valid binding  obligation of the party executing (or on
whose behalf such signature is executed) the same with the same force and effect
as if such facsimile signature were the original thereof.

            (k) Governing Law. This Agreement shall be governed by and construed
in  accordance  with  the laws of the  State  of  Delaware,  without  regard  to
principles of conflicts of law thereof.  This Agreement shall not be interpreted
or construed with any presumption against the party causing this Agreement to be
drafted.

            (l) Cumulative Remedies. The remedies provided herein are cumulative
and not exclusive of any remedies provided by law.

            (m) Termination. This Agreement shall terminate on the date on which
the  Registrable  Securities  may be sold without  restriction  pursuant to Rule
144(k) of the Securities Act.

            (n) Severability. If any term, provision, covenant or restriction of
this  Agreement is held to be invalid,  illegal,  void or  unenforceable  in any
respect, the remainder of the terms, provisions,  covenants and restrictions set
forth  herein  shall  remain  in full  force and  effect  and shall in no way be
affected,  impaired  or  invalidated,  and the  parties  hereto  shall use their
reasonable  efforts to find and employ an alternative  means to achieve the same
or substantially the same result as that  contemplated by such term,  provision,
covenant  or  restriction.  It is  hereby  stipulated  and  declared  to be  the
intention of the parties  that they would have  executed  the  remaining  terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

            (o) Headings.  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.

    [Remainder of page intentionally left blank. Signature pages to follow.]


                                      -16-
<PAGE>

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

                                CYTRX CORPORATION

                                By:
                                   ---------------------------------------------
                                   Name:  Steven A. Kriegsman
                                   Title:    Chief Executive Officer


               [SIGNATURES OF PURCHASERS TO FOLLOW ON NEXT PAGES.]

<PAGE>

                                    PURCHASERS:

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

                                    By:_____________________________

<PAGE>


                                    EXHIBIT A
                                    ---------
                                    PURCHASERS


                                      A-1

<PAGE>


                                    EXHIBIT B

                              PLAN OF DISTRIBUTION

      We are  registering  the shares of common  stock on behalf of the  selling
stockholders.  The common stock may be sold in one or more transactions at fixed
prices,  at prevailing  market prices at the time of sale, at prices  related to
the prevailing  market prices, at varying prices determined at the time of sale,
or at negotiated prices.  These sales may be effected at various times in one or
more of the following transactions, or in other kinds of transactions:

      o     transactions   on  the  NASDAQ  Stock  Market  or  on  any  national
            securities  exchange  or U.S.  inter-dealer  system of a  registered
            national  securities  association  on which the common stock and the
            warrants may be listed or quoted at the time of sale;

      o     in the over-the-counter market;

      o     in private  transactions  and  transactions  otherwise than on these
            exchanges or systems or in the over-the-counter market;

      o     in connection with short sales of the shares;

      o     by pledge to secure or in payment of debt and other obligations;

      o     through the writing of options, whether the options are listed on an
            options exchange or otherwise;

      o     in  connection  with the writing of non-traded  and  exchange-traded
            call  options,  in hedge  transactions  and in  settlement  of other
            transactions in standardized or over-the-counter options; or

      o     through a combination of any of the above transactions.

      The  selling   stockholders   and  their   successors,   including   their
transferees,  pledgees or donees or their successors,  may sell the common stock
directly to purchasers or through  underwriters,  broker-dealers or agents,  who
may receive  compensation  in the form of discounts,  concessions or commissions
from the selling stockholders or the purchasers. These discounts, concessions or
commissions as to any particular  underwriter,  broker-dealer or agent may be in
excess of those customary in the types of transactions involved.

      The selling  stockholders  also may engage in short sales against the box,
puts and calls and other  transactions  in our  securities or derivatives of our
securities and may sell or deliver shares in connection with these trades.

      In addition,  any securities  covered by this prospectus which qualify for
sale  pursuant  to Rule 144 of the  Securities  Act may be sold  under  Rule 144
rather than pursuant to this prospectus.

                                      B-1

<PAGE>

      The selling  stockholders may from time to time pledge or grant a security
interest in some or all of the shares of common stock owned by them and, if they
default in the performance of their secured obligations, the pledgees or secured
parties  may offer and sell the  shares of common  stock from time to time under
this prospectus  after we have filed an amendment to this prospectus  under Rule
424(b)(3) or other applicable  provision of the Securities Act amending the list
of selling  stockholders to include the pledgee,  transferee or other successors
in interest as selling stockholders under this prospectus.

      The selling  stockholders  also may transfer the shares of common stock in
other circumstances, in which case the transferees, pledgees or other successors
in  interest  will  be the  selling  beneficial  owners  for  purposes  of  this
prospectus  and may sell the shares of common stock from time to time under this
prospectus  after we have  filed an  amendment  to this  prospectus  under  Rule
424(b)(3) or other applicable  provision of the Securities Act amending the list
of selling  stockholders to include the pledgee,  transferee or other successors
in interest as selling stockholders under this prospectus.

      The  selling  stockholders  and any  broker-dealers  or  agents  that  are
involved  in  selling   the  shares  of  common   stock  may  be  deemed  to  be
"underwriters"  within the meaning of the Securities Act in connection with such
sales. In such event, any commissions  received by such broker-dealers or agents
and any profit on the resale of the shares of common stock purchased by them may
be deemed to be underwriting commissions or discounts under the Securities Act.

      We entered into a  registration  rights  agreement  for the benefit of the
selling  stockholders to register the common stock under applicable  federal and
state  securities  laws.  The   registration   rights  agreement   provides  for
cross-indemnification  of the  selling  stockholders  and us and our  respective
directors,  officers and  controlling  persons against  specific  liabilities in
connection  with the offer and sale of the common stock,  including  liabilities
under the Securities Act. We will pay substantially all of the expenses incurred
by the selling stockholders incident to the registration of the common stock.

      The selling  stockholders  have advised us that they have not entered into
any  agreements,   understandings  or  arrangements  with  any  underwriters  or
broker-dealers  regarding the sale of their shares of common stock, nor is there
an underwriter or coordinating  broker acting in connection with a proposed sale
of shares of common stock by any selling stockholder.  If we are notified by any
selling  stockholder that any material  arrangement has been entered into with a
broker-dealer for the sale of shares of common stock, if required,  we will file
a supplement to this prospectus. If the selling stockholders use this prospectus
for any  sale of the  shares  of  common  stock,  they  will be  subject  to the
prospectus delivery requirements of the Securities Act.

      The anti-manipulation  rules of Regulation M under the Securities Exchange
Act may  apply  to sales of our  common  stock  and  activities  of the  selling
stockholders.

                                      B-2
<PAGE>


                                    EXHIBIT C
                                    ---------

                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT

[Name and address of Transfer Agent]

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

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

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

Attn:  ____________

                  Re:      CytRx Corporation

Ladies and Gentlemen:

      We  are  counsel  to  CytRx  Corporation,   a  Delaware  corporation  (the
"COMPANY"),  and have  represented  the Company in connection  with that certain
Securities Purchase Agreement (the "PURCHASE AGREEMENT"),  dated as of September
15, 2003, by and among the Company and the purchasers (the  "PURCHASERS" and the
"HOLDERS")  named therein pursuant to which the Company issued to the Purchasers
shares (the  "SHARES") of its Common  Stock,  $0.001 par value.  Pursuant to the
Purchase  Agreement,  the Company has also  entered into a  Registration  Rights
Agreement with the Purchasers (the "REGISTRATION RIGHTS AGREEMENT"), dated as of
September 15, 2003, pursuant to which the Company agreed, among other things, to
register  the  Registrable  Securities  (as defined in the  Registration  Rights
Agreement),  including the Shares,  under the Securities Act of 1933, as amended
(the  "1933  ACT").  In  connection  with the  Company's  obligations  under the
Registration  Rights  Agreement,  on  _________  __, 2003,  the Company  filed a
Registration  Statement on Form S-3 (File No.  333-________)  (the "REGISTRATION
STATEMENT") with the Securities and Exchange  Commission (the "SEC") relating to
the resale of the  Registrable  Securities  which  names the  Holders as selling
stockholders thereunder.

      In connection with the foregoing, we advise you that a member of the SEC's
staff has advised us by  telephone  that the SEC has entered an order  declaring
the  Registration  Statement  effective  under  the 1933 Act at  [ENTER  TIME OF
EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge,  after
telephonic  inquiry  of a  member  of the  SEC's  staff,  that  any  stop  order
suspending its  effectiveness  has been issued or that any  proceedings for that
purpose are pending  before,  or threatened  by, the SEC and,  accordingly,  the
Registrable Securities are available for resale under the 1933 Act in the manner
specified in, and pursuant to the terms of, the Registration Statement.

                                       Very truly yours,

                                       By:



cc:      [PURCHASERS]


                                      C-1