<PAGE>

                                                                     Exhibit 4.1

THE WARRANTS  REPRESENTED BY THIS  CERTIFICATE  AND THE SHARES ISSUABLE UPON THE
SECURITIES  EVIDENCED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES  ACT OF 1933,  AS  AMENDED,  AND MAY NOT BE  TRANSFERRED  EXCEPT UPON
DELIVERY TO THE  CORPORATION OF AN OPINION OF COUNSEL  SATISFACTORY  IN FORM AND
SUBSTANCE TO IT THAT SUCH TRANSFER WILL NOT VIOLATE THE  SECURITIES ACT OF 1933,
AS AMENDED

         THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN.

                                CytRx Corporation

               Warrant for the Purchase of Shares of Common Stock,
                           par value $0.001 per Share

No. W-____                                                         ______ Shares
Issuance Date:  September 16, 2003

      THIS CERTIFIES that, for value received,  _____________,  whose address is
_________________________  or its registered assigns (the "Holder"), is entitled
to subscribe for and purchase  from CytRx  Corporation,  a Delaware  corporation
(the "Company"),  upon the terms and conditions set forth herein,  ______ shares
of the Company's Common Stock, par value $0.001 per share ("Common Stock"), at a
price of $3.05  per  share,  subject  to  adjustment  as  provided  herein  (the
"Exercise Price"). As used herein the term "this Warrant" shall mean and include
this Warrant and any Common Stock or Warrants  hereafter issued as a consequence
of the exercise or transfer of this Warrant in whole or in part.

      The  number of  shares  of Common  Stock  issuable  upon  exercise  of the
Warrants (the "Warrant Shares") and the Exercise Price may be adjusted from time
to time as  hereinafter  set  forth.  The  Warrant  Shares are  entitled  to the
benefits,  and subject to the obligations,  set forth in the Registration Rights
Agreement  among the  Company,  the  Holder  and  certain  other  parties  dated
concurrently herewith.

      1. Exercise  Price and Exercise  Period.  This Warrant may be exercised at
any time or from time to time during the period  commencing on the Issuance Date
and  ending at 5:00 P.M.  Pacific  time on  September  14,  2008 (the  "Exercise
Period").

      2. Procedure for Exercise; Effect of Exercise.

      (a) Cash Exercise.  This Warrant may be exercised, in whole or in part, by
the Holder during normal  business hours on any business day during the Exercise
Period by (i) the delivery to the Company of a duly executed  Notice of Exercise
(in the form attached to this Agreement)


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<PAGE>

specifying  the number of  Warrant  Shares to be  purchased,  (ii)  delivery  of
payment to the Company of the  Exercise  Price for the number of Warrant  Shares
specified  in the Notice of  Exercise  by cash,  wire  transfer  of  immediately
available funds to a bank account  specified by the Company,  or by certified or
bank cashier's check (the "Aggregate  Exercise Price"),  and (iii) the surrender
to a  common  carrier  for  overnight  delivery  to the  Company,  or as soon as
practicable following the date the holder of this Warrant delivers the Notice of
Exercise to the Company, of this Warrant (or an indemnification undertaking with
respect to this Warrant in the case of its loss, theft or destruction).

      (b)  Cashless  Exercise.  This Warrant may also be exercised by the Holder
through a cashless exercise, as described in this Section 2(b). This Warrant may
be exercised,  in whole or in part, by (i) the delivery to the Company of a duly
executed  Notice of  Exercise  specifying  the  number of  Warrant  Shares to be
applied  to such  exercise,  and (ii) the  surrender  to a  common  carrier  for
overnight delivery to the Company, or as soon as practicable  following the date
the holder of this Warrant  delivers  the Notice of Exercise to the Company,  of
this Warrant (or an indemnification  undertaking with respect to this Warrant in
the case of its  loss,  theft or  destruction).  The  number of shares of Common
Stock to be issued upon  exercise of this Warrant  pursuant to this Section 2(b)
shall equal the value of this Warrant (or the portion  thereof  being  canceled)
computed  as of the date of delivery  of this  Warrant to the Company  using the
following formula:

                  X =  Y(A-B)
                       ------
                         A

     Where:

                  X = the  number  of  shares  of  Common  Stock to be issued to
                  Holder under this Section 2(b);

                  Y = the number of Warrant  Shares  identified in the Notice of
                  Exercise as being applied to the subject exercise;

                  A = the Current Market Price on such date; and

                  B = the Exercise Price on such date

For  purposes  of this  Section  2(b),  Current  Market  Price  shall  have  the
definition provided in Section 6(g).

      The Company  acknowledges  and agrees that this  Warrant was issued on the
date  set  forth  at  the  end  of  this  Warrant.   Consequently,  the  Company
acknowledges  and  agrees  that,  if the Holder  conducts  a  cashless  exercise
pursuant to this  Section  2(b),  the period  during  which the Holder held this
Warrant may, for purposes of Rule 144  promulgated  under the  Securities Act of
1933, as amended (the "Securities Act"), as such rule is currently in effect, be
"tacked" to the period during which the Holder holds the Warrant Shares received
upon such cashless exercise.

         Notwithstanding  the  foregoing,  the  Holder  may  conduct a  cashless
exercise  pursuant to


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<PAGE>

this Section 2(b) only after the first  anniversary of the
Issuance Date, and then only in the event that a registration statement covering
the  resale of the  Warrant  Shares is not then  effective  at the time that the
Holder wishes to conduct such cashless exercise.

      (c)  Effect  of  Exercise.  Upon  receipt  by the  Company  of a Notice of
Exercise,  together with proper  payment of the Exercise  Price,  as provided in
this Section 2, the Company  agrees that such Warrant  Shares shall be deemed to
be issued to the Holder as the record  holder of such  Warrant  Shares as of the
close of business on the date on which the Notice of Exercise has been delivered
and  payment  has been  made for such  Warrant  Shares in  accordance  with this
Agreement  and the  Holder  shall be  deemed  to be the  holder of record of the
Warrant  Shares,  notwithstanding  that the stock  transfer books of the Company
shall then be closed or that certificates representing such Warrant Shares shall
not then be actually  delivered to the Holder.  On or before the fifth  business
day  following  the date on which the Company has received each of the Notice of
Exercise,  the Aggregate  Exercise Price (or notice of a cashless  exercise) and
this Warrant (or an indemnification  undertaking with respect to this Warrant in
the case of its loss, theft or destruction) (the "Exercise Delivery Documents"),
the  Company  shall (X) issue and  deliver to the  address as  specified  in the
Notice of Exercise, a certificate,  registered in the name of the holder of this
Warrant or its  designee,  for the number of shares of Common Stock to which the
holder of this Warrant is entitled  pursuant to such  exercise,  or (Y) provided
that the Company's transfer agent (the "Transfer Agent") is participating in The
Depository  Trust Company ("DTC") Fast Automated  Securities  Transfer  Program,
upon the request of the Holder, credit such aggregate number of shares of Common
Stock to which the Holder of this Warrant is entitled  pursuant to such exercise
to the Holder's or its designee's  balance  account with DTC through its Deposit
Withdrawal Agent Commission  system. If this Warrant should be exercised in part
only,  the Company  shall,  upon  surrender  of this  Warrant for  cancellation,
execute and deliver a new Warrant evidencing the right of the Holder to purchase
the balance of the Warrant Shares subject to purchase  hereunder within five (5)
business days of receipt of the Warrant.

      3.  Registration  of Warrants;  Transfer of Warrants.  Any Warrants issued
upon the  transfer  or exercise in part of this  Warrant  shall be numbered  and
shall be registered in a Warrant Register as they are issued.  The Company shall
be  entitled  to treat the  registered  holder  of any  Warrant  on the  Warrant
Register as the owner in fact thereof for all purposes and shall not be bound to
recognize  any  equitable  or other claim to or interest in such  Warrant on the
part of any  other  person,  and shall not be  liable  for any  registration  or
transfer of Warrants  which are  registered or to be registered in the name of a
fiduciary  or the nominee of a fiduciary  unless made with the actual  knowledge
that a fiduciary or nominee is committing a breach of trust in  requesting  such
registration  or  transfer,  or with  the  knowledge  of  such  facts  that  its
participation  therein amounts to bad faith.  This Warrant shall be transferable
only on the books of the Company  upon  delivery  thereof  duly  endorsed by the
Holder or by its duly authorized  attorney or representative,  or accompanied by
proper  evidence of  succession,  assignment,  or authority to transfer.  In all
cases of transfer by an attorney,  executor,  administrator,  guardian, or other
legal representative,  duly authenticated evidence of his or its authority shall
be produced.  Upon any registration of transfer, the Company shall deliver a new
Warrant  or  Warrants  to the  person  entitled  thereto.  This  Warrant  may be
exchanged,  at the option of the Holder thereof,  for another


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<PAGE>

Warrant,  or other  Warrants  of  different  denominations,  of like  tenor  and
representing  in the  aggregate  the right to  purchase a like number of Warrant
Shares, upon surrender to the Company or its duly authorized agent.

      4.  Restrictions on Transfer.  (a) The Holder,  as of the date of issuance
hereof, represents to the Company that such Holder is acquiring the Warrants for
its own account for investment  purposes and not with a view to the distribution
thereof or of the Warrant Shares.  Notwithstanding  any provisions  contained in
this Warrant to the contrary,  this Warrant and the related Warrant Shares shall
not be transferable  except  pursuant to the proviso  contained in the following
sentence or upon the  conditions  specified in this Section 4, which  conditions
are intended,  among other things,  to insure  compliance with the provisions of
the Securities  Act and applicable  state law in respect of the transfer of this
Warrant or such Warrant Shares.  The Holder by acceptance of this Warrant agrees
that the Holder will not  transfer  this Warrant or the related  Warrant  Shares
prior to delivery to the Company of an opinion of the Holder's  counsel (as such
opinion  and such  counsel  are  described  in  Section  4(b)  hereof)  or until
registration  of such  Warrant  Shares  under  the  Securities  Act  has  become
effective or after a sale of such Warrant Shares has been  consummated  pursuant
to Rule 144 or Rule 144A under the Securities Act; provided,  however,  that the
Holder may freely transfer this Warrant or such Warrant Shares (without delivery
to the Company of an opinion of Counsel) (i) to one of its nominees,  affiliates
or a nominee thereof,  (ii) to a pension or profit-sharing  fund established and
maintained for its employees or for the employees of any affiliate, (iii) from a
nominee to any of the aforementioned persons as beneficial owner of this Warrant
or such Warrant Shares, or (iv) to a qualified  institutional  buyer, so long as
such transfer is effected in compliance with Rule 144A under the Securities Act.

            (b) The Holder, by its acceptance  hereof,  agrees that prior to any
transfer  of this  Warrant  or of the  related  Warrant  Shares  (other  than as
permitted  by  Section  4(a)  hereof or  pursuant  to a  registration  under the
Securities  Act),  the Holder  will give  written  notice to the  Company of its
intention to effect such transfer,  together with an opinion of such counsel for
the Holder as shall be reasonably  acceptable to the Company, to the effect that
the proposed transfer of this Warrant and/or such Warrant Shares may be effected
without  registration under the Securities Act. Upon delivery of such notice and
opinion to the Company,  the Holder  shall be entitled to transfer  this Warrant
and/or such Warrant Shares in accordance with the intended method of disposition
specified in the notice to the Company.

            (c) Each stock certificate  representing  Warrant Shares issued upon
exercise or exchange of this Warrant shall bear the following  legend unless the
opinion of  counsel  referred  to in  Section  4(b)  states  such  legend is not
required:

      "THE  SECURITIES  EVIDENCED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES  ACT OF 1933, AS AMENDED,  AND MAY NOT BE TRANSFERRED
      EXCEPT  UPON  DELIVERY  TO  THE  CORPORATION  OF  AN  OPINION  OF  COUNSEL
      SATISFACTORY  IN FORM


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<PAGE>

      AND SUBSTANCE TO IT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT
      OF 1933, AS AMENDED."

The Holder understands that the Company may place, and may instruct any transfer
agent or depository for the Warrant Shares to place, a stop transfer notation in
the securities records in respect of the Warrant Shares.

      5.  Reservation  of  Shares.  The  Company  shall at all times  during the
Exercise  Period  reserve and keep  available out of its authorized and unissued
Common Stock, solely for the purpose of providing for the exercise of the rights
to purchase all Warrant Shares granted pursuant to the Warrants,  such number of
shares of Common Stock as shall, from time to time, be sufficient therefor.  The
Company covenants that all shares of Common Stock issuable upon exercise of this
Warrant,  upon receipt by the Company of the full Exercise Price  therefor,  and
all shares of Common Stock  issuable upon  conversion of this Warrant,  shall be
validly issued, fully paid, non-assessable, and free of preemptive rights.

      6.  Exercise  Price  Adjustments.  The Exercise  Price shall be subject to
adjustment from time to time as follows:

            (a) (i) In the event that the  Company  shall (A) pay a dividend  or
make a distribution, in shares of Common Stock, on any class of capital stock of
the Company or any subsidiary  which is not directly or indirectly  wholly owned
by the  Company,  (B) split or  subdivide  its  outstanding  Common Stock into a
greater  number of shares,  or (C) combine its  outstanding  Common Stock into a
smaller  number of shares,  then in each such case the Exercise  Price in effect
immediately  prior  thereto  shall be  adjusted  so that the Holder of a Warrant
thereafter  surrendered  for Exercise shall be entitled to receive the number of
shares of Common Stock that such Holder  would have owned or have been  entitled
to receive after the  occurrence of any of the events  described  above had such
Warrant been exercised  immediately  prior to the  occurrence of such event.  An
adjustment  made  pursuant  to  this  Section  6(a)(i)  shall  become  effective
immediately  after the close of  business  on the  record  date in the case of a
dividend or  distribution  (except as provided in Section  6(e) below) and shall
become effective  immediately  after the close of business on the effective date
in the case of such subdivision,  split or combination,  as the case may be. Any
shares of Common Stock issuable in payment of a dividend shall be deemed to have
been  issued  immediately  prior to the close of business on the record date for
such dividend for purposes of calculating  the number of  outstanding  shares of
Common Stock under clauses (ii) and (iii) below.

            (ii) In the  event  that  the  Company  shall  commit  to  issue  or
distribute  Common Stock or issue rights,  warrants,  options or  convertible or
exchangeable  securities  entitling  the  holder  thereof  to  subscribe  for or
purchase, convert into or exchange for Common Stock, in any such case at a price
per share less than the Current  Market  Price per share on the  earliest of (i)
the date the  Company  shall  enter into a firm  contract  for such  issuance or
distribution,  (ii)  the  record  date  for the  determination  of  stockholders
entitled  to  receive  any such  rights,  warrants,  options or  convertible  or
exchangeable securities,  if applicable, or (iii) the date of


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actual issuance or  distribution  of any such Common Stock or rights,  warrants,
options or convertible or exchangeable securities (provided that the issuance of
Common Stock upon the exercise of rights,  warrants,  options or  convertible or
exchangeable securities will not cause an adjustment in the Exercise Price if no
such adjustment would have been required at the time such right, warrant, option
or convertible or exchangeable  security was issued), then the Exercise Price in
effect  immediately  prior to such  earliest  date shall be adjusted so that the
Exercise  Price shall equal the price  determined  by  multiplying  the Exercise
Price in effect immediately prior to such earliest date by the fraction:

              (x) whose  numerator shall be the number of shares of Common Stock
              outstanding  on such  date plus the  number  of  shares  which the
              aggregate  offering price of the total number of shares so offered
              would  purchase at such Current  Market Price (such  amount,  with
              respect to any such rights,  warrants,  options or  convertible or
              exchangeable  securities,  determined  by  multiplying  the  total
              number of shares  subject  thereto by the  exercise  price of such
              rights,   warrants,   options  or  convertible   or   exchangeable
              securities  and  dividing  the  product so obtained by the Current
              Market Price), and

              (y)  whose  denominator  shall be the  number  of shares of Common
              Stock  outstanding  on such  date plus the  number  of  additional
              shares of Common Stock to be issued or  distributed  or receivable
              upon exercise of any such right, warrant, option or convertible or
              exchangeable security.

Such  adjustment  shall be made  successively  whenever  any such Common  Stock,
rights,  warrants,  options or convertible or exchangeable securities are issued
or distributed.  In determining whether any rights,  warrants or options entitle
the holders to  subscribe  for or purchase  shares of Common  Stock at less than
such Current Market Price,  and in determining  the aggregate  offering price of
shares of  Common  Stock so issued or  distributed,  there  shall be taken  into
account any consideration received by the Company for such Common Stock, rights,
warrants,  options, or convertible or exchangeable securities, the value of such
consideration,  if other than cash,  to be determined by the Board of Directors,
whose  determination  shall be conclusive  and described in a certificate  filed
with the records of corporate proceedings of the Company. If any right, warrant,
option or  convertible  or  exchangeable  security to purchase or acquire Common
Stock,  the issuance of which  resulted in an adjustment  in the Exercise  Price
pursuant to this subsection (ii) shall expire and shall not have been exercised,
the Exercise Price shall  immediately  upon such expiration be recomputed to the
Exercise  Price  which  would  have been in  effect  had the  adjustment  of the
Exercise  Price  made  upon the  issuance  of such  right,  warrant,  option  or
convertible  or  exchangeable  security  been made on the basis of offering  for
subscription,  purchase or issuance,  as the case may be, only of that number of
shares of Common Stock actually  purchased or issued upon the actual exercise of
such right, warrant, option or convertible or exchangeable securities.

            (iii) No adjustment in the Exercise  Price shall be required  unless
the  adjustment  would  require an  increase  or  decrease of at least 1% in the
Exercise Price then in


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effect;  provided,  however, that any adjustments that by reason of this Section
6(a) are not required to be made shall be carried forward and taken into account
in any subsequent adjustment.  All calculations under this Section 6(a) shall be
made to the nearest cent or nearest 1/100th of a share.

            (iv)  Notwithstanding  anything  to the  contrary  set forth in this
Section  6(a), no  adjustment  shall be made to the Exercise  Price upon (A) the
issuance of shares of Common  Stock  pursuant to any  compensation  or incentive
plan for officers, directors, employees or consultants of the Company which plan
has been approved by the  Compensation  Committee of the Board of Directors (or,
if  there  is no  such  committee  then  serving,  by the  majority  vote of the
Directors  then serving each of which Director is not (x) an employee or officer
of the  Company,  (y) a 5% or  greater  stockholder  of the  Company,  or (y) an
officer, employee, affiliate or associate of any such 5% or greater stockholder)
(unless the exercise  price  thereof is changed after the date hereof other than
solely  by  operation  of  the  anti-dilution   provisions  thereof  or  by  the
Compensation Committee of the Board of Directors or, if applicable, the Board of
Directors and, if required by law, the stockholders of the Company),  or (B) the
issuance  of Common  Stock  upon the  conversion  or  exercise  of the  options,
warrants or rights of the Company  outstanding on September 15, 2003, unless the
conversion or exercise price thereof is changed after  September 15, 2003 (other
than solely by operation of the anti-dilution provisions thereof).

            (v) The Company from time to time may reduce the  Exercise  Price by
any amount for any period of time in the  discretion  of the Board of Directors;
provided,  however,  that if the Company so reduces the Exercise Price,  then it
shall similarly  reduce the exercise price of all other warrants sold and issued
to other holders pursuant to that certain Securities Purchase Agreement dated as
of September  15, 2003,  by and among the Company,  the Holder and certain other
holders.  A voluntary  reduction of the Exercise Price does not change or adjust
the Exercise Price otherwise in effect for purposes of this Section 6(a).

            (vi) In the event  that,  at any time as a result  of an  adjustment
made pursuant to Sections  6(a)(i) through  6(a)(iii)  above,  the Holder of any
Warrant thereafter surrendered for exercise shall become entitled to receive any
shares of the Company  other than  shares of the Common  Stock,  thereafter  the
number of such other  shares so  receivable  upon  exercise of any such  Warrant
shall be  subject  to  adjustment  from time to time in a manner and on terms as
nearly  equivalent as practicable  to the provisions  with respect to the Common
Stock  contained  in  Sections  6(a)(i)  through  6(a)(v)  above,  and the other
provisions  of this Section 6(a) with respect to the Common Stock shall apply on
like terms to any such other shares.

      (b) In case of any  reclassification  of the Common Stock (other than in a
transaction to which Section 6(a)(i) applies),  any consolidation of the Company
with,  or merger of the Company into,  any other  entity,  any merger of another
entity  into the  Company  (other  than a merger  that  does not  result  in any
reclassification,  conversion, exchange or cancellation of outstanding shares of
Common Stock of the Company),  any sale or transfer of all or substantially  all
of the assets of the Company or any compulsory share exchange, pursuant to which
share  exchange  the Common Stock is converted  into other  securities,  cash or
other


                                       7
<PAGE>

property,  then  lawful  provision  shall  be made as part of the  terms of such
transaction  whereby  the Holder of a Warrant  then  outstanding  shall have the
right  thereafter,  during the period  such  Warrant  shall be  exercisable,  to
exercise such Warrant only for the kind and amount of securities, cash and other
property  receivable upon the  reclassification,  consolidation,  merger,  sale,
transfer or share  exchange by a holder of the number of shares of Common  Stock
of the  Company  into  which a Warrant  might  have been  able to  exercise  for
immediately prior to the reclassification, consolidation, merger, sale, transfer
or share  exchange  assuming that such holder of Common Stock failed to exercise
rights of  election,  if any,  as to the kind or amount of  securities,  cash or
other property  receivable  upon  consummation  of such  transaction  subject to
adjustment as provided in Section 6(a) above  following the date of consummation
of such  transaction.  The Company  shall not effect any such  reclassification,
consolidation,  merger,  sale,  transfer,  share  exchange or other  disposition
unless prior to or  simultaneously  with the consummation  thereof the successor
corporation  (if other than the Company)  resulting from such  consolidation  or
merger,  or the  corporation  purchasing or otherwise  acquiring  such assets or
other  appropriate  corporation  or entity shall assume,  by written  instrument
executed and  delivered to the Holder,  the  obligation to deliver to the Holder
upon its exercise of the Warrant such shares of stock,  securities or assets as,
in  accordance  with the  foregoing  provisions,  the Holder may be  entitled to
purchase  and the other  obligations  under this  Warrant.  Notwithstanding  the
foregoing,  in the case of any sale or transfer of all or  substantially  all of
the assets of the Company or merger or consideration of the Company in which the
shareholders  of the Company  receive  cash or other  property for each of their
shares of Common Stock in excess of the then Exercise  Price,  this Warrant will
terminate if not exercised by the Holder no later than the closing of such sale,
merger or  consolidation.  The  provisions of this Section 6(b) shall  similarly
apply to successive reclassifications, consolidations, mergers, sales, transfers
or share exchanges.

(c)                              If:

                  (i)   the Company shall take any action which would require an
                        adjustment  in the  Exercise  Price  pursuant to Section
                        6(a); or

                  (ii)  the Company shall  authorize the granting to the holders
                        of its Common  Stock  generally  of rights,  warrants or
                        options to  subscribe  for or purchase any shares of any
                        class or any other rights, warrants or options; or

                  (iii) there  shall be any  reclassification  or  change of the
                        Common Stock (other than a subdivision or combination of
                        its  outstanding  Common Stock or a change in par value)
                        or any consolidation, merger or statutory share exchange
                        to which the  Company is a party and for which  approval
                        of any  stockholders of the Company is required,  or the
                        sale  or  transfer  of all or  substantially  all of the
                        assets of the Company; or


                                       8
<PAGE>

                  (iv)  there shall be a voluntary or  involuntary  dissolution,
                        liquidation or winding up of the Company;

then,  in each such case,  the Company shall cause to be filed with the transfer
agent  for the  Warrants  and shall  cause to be  mailed to each  Holder at such
Holder's  address as shown on the books of the transfer  agent for the Warrants,
as  promptly  as  possible,  but at least 30 days prior to the  applicable  date
hereinafter  specified, a notice stating (A) the date on which a record is to be
taken for the  purpose of such  dividend,  distribution  or  granting of rights,
warrants  or options,  or, if a record is not to be taken,  the date as of which
the  holders  of  Common  Stock  of  record  to be  entitled  to such  dividend,
distribution  or rights,  warrants or options are to be  determined,  or (B) the
date on which such reclassification,  change,  consolidation,  merger, statutory
share  exchange,  sale,  transfer,  dissolution,  liquidation  or  winding-up is
expected to become  effective or occur,  and the date as of which it is expected
that  holders of Common  Stock of record  shall be entitled  to  exchange  their
shares of Common Stock for  securities or other property  deliverable  upon such
reclassification, change, consolidation, merger, statutory share exchange, sale,
transfer, dissolution, liquidation or winding up. Failure to give such notice or
any defect therein shall not affect the legality or validity of the  proceedings
described in this Section 6(c).

            (d) Whenever the Exercise Price is adjusted as herein provided,  the
Company  shall  promptly  file  with  the  transfer  agent  for the  Warrants  a
certificate of an officer of the Company  setting forth the Exercise Price after
the adjustment and setting forth a brief  statement of the facts  requiring such
adjustment and a computation  thereof. The Company shall promptly cause a notice
of the adjusted Exercise Price to be mailed to each Holder.

            (e) In any case in which  Section 6(a)  provides  that an adjustment
shall become effective immediately after a record date for an event and the date
fixed for such adjustment pursuant to Section 6(a) occurs after such record date
but before the occurrence of such event,  the Company may defer until the actual
occurrence  of such event (i)  issuing to the Holder of any  Warrants  exercised
after such record date and before the  occurrence  of such event the  additional
shares of Common Stock issuable upon such conversion by reason of the adjustment
required  by such  event  over and above the  Common  Stock  issuable  upon such
exercise before giving effect to such adjustment, and (ii) paying to such holder
any amount in cash in lieu of any fraction pursuant to Section 6(i).

            (f) In case the Company  shall take any action  affecting the Common
Stock,  other than actions  described in this Section 6, which in the opinion of
the Board of Directors would  materially  adversely affect the exercise right of
the Holders, the Exercise Price may be adjusted, to the extent permitted by law,
in such  manner,  if any,  and at such  time,  as the  Board  of  Directors  may
determine to be equitable in the circumstances;  provided,  however,  that in no
event shall the Board of Directors be required to take any such action.

            (g) For the purpose of any  computation  under  Section 2(b) or this
Section 6, the "Current Market Price" per share of Common Stock on any day shall
mean: (i) if the principal  trading market for such  securities is a national or
regional securities exchange,


                                       9
<PAGE>

the closing  price on such  exchange  on such day;  or (ii) if sales  prices for
shares of Common  Stock are  reported by the NASDAQ  National  Market  System or
NASDAQ  Small Cap Market (or a similar  system then in use),  the last  reported
sales price  (regular  way) so reported on such day; or (iii) if neither (i) nor
(ii) above are applicable,  and if bid and ask prices for shares of Common Stock
are reported in the  over-the-counter  market by NASDAQ (or, if not so reported,
by the  National  Quotation  Bureau),  the  average  of the high bid and low ask
prices so reported on such day.  Notwithstanding  the foregoing,  if there is no
reported closing price, last reported sales price, or bid and ask prices, as the
case may be, for the day in  question,  then the Current  Market  Price shall be
determined as of the latest date prior to such day for which such closing price,
last  reported  sales  price,  or bid and ask  prices,  as the case may be,  are
available,  unless such securities have not been traded on an exchange or in the
over-the-counter  market  for 30 or more  days  immediately  prior to the day in
question,  in which case the Current  Market Price shall be  determined  in good
faith by, and reflected in a formal resolution of, the Board of Directors of the
Company.

            (h) Upon each adjustment of the Exercise  Price,  this Warrant shall
thereafter evidence the right to purchase,  at the adjusted Exercise Price, that
number of shares (calculated to the nearest thousandth) obtained by dividing (i)
the  product  obtained  by  multiplying  the number of shares  purchasable  upon
exercise  of this  Warrant  prior to  adjustment  of the number of shares by the
Exercise Price in effect prior to adjustment of the Exercise  Price, by (ii) the
Exercise Price in effect after such adjustment of the Exercise Price.

            (i) The Company  shall not be required to issue  fractions of shares
of Common Stock or other  capital stock of the Company upon the exercise of this
Warrant.  If any  fraction of a share would be issuable on the  exercise of this
Warrant (or  specified  portions  thereof),  the  Company  shall  purchase  such
fraction for an amount in cash equal to the same fraction of the Current  Market
Price of such share of Common Stock on the date of exercise of this Warrant.

      7. Beneficial Ownership. The Company shall not effect the exercise of this
Warrant,  and no Person (as defined below) who is a holder of this Warrant shall
have the right to exercise this Warrant,  to the extent that after giving effect
to such exercise,  such Person  (together with such Person's  affiliates)  would
beneficially  own  in  excess  of  9.99%  of the  shares  of  the  Common  Stock
outstanding  immediately  after giving effect to such exercise.  For purposes of
the  foregoing  sentence,  the  aggregate  number  of  shares  of  Common  Stock
beneficially owned by such Person and its affiliates shall include the number of
shares of Common Stock  issuable  upon  exercise of this Warrant with respect to
which the determination of such sentence is being made, but shall exclude shares
of Common  Stock  which would be issuable  upon (i)  exercise of the  remaining,
unexercised  portion of this Warrant  beneficially  owned by such Person and its
affiliates  and (ii) exercise or conversion of the  unexercised  or  unconverted
portion of any other securities of the Company beneficially owned by such Person
and its affiliates (including,  without limitation, any debentures,  convertible
notes or  convertible  preferred  stock or warrants)  subject to a limitation on
conversion or exercise analogous to the limitation  contained herein.  Except as
set forth in the preceding sentence, for purposes of this paragraph,  beneficial
ownership shall be calculated in


                                       10
<PAGE>

accordance  with  Section  13(d) of the  Securities  Exchange  Act of  1934,  as
amended.  For purposes of this Warrant, in determining the number of outstanding
shares of Common Stock, a holder may rely on the number of outstanding shares of
Common Stock as reflected in (1) the Company's most recent Form 10-Q,  Form 10-K
or other public filing with the Securities and Exchange Commission,  as the case
may be, (2) a more recent  public  announcement  by the Company or (3) any other
notice by the Company or its Transfer  Agent  setting forth the number of shares
of Common  Stock  outstanding.  For any reason at any time,  upon the written or
oral  request  of the  holder of this  Warrant,  the  Company  shall  within two
Business  Days  confirm  orally and in writing to the holder of this Warrant the
number of shares of Common Stock then  outstanding.  In any case,  the number of
outstanding  shares of Common Stock shall be  determined  after giving effect to
the  conversion  or exercise of  securities of the Company by the holder of this
Warrant and its affiliates since the date as of which such number of outstanding
shares of Common Stock was reported.  In effecting the exercise of this Warrant,
the Company shall be entitled to rely on a representation  by the holder of this
Warrant as to the number of shares that it beneficially owns for purposes of the
above 9.99% limitation calculation.

      8. Transfer Taxes. The issuance of any shares or other securities upon the
exercise of this Warrant,  and the delivery of certificates or other instruments
representing  such shares or other  securities,  shall be made without charge to
the Holder for any tax or other charge in respect of such issuance.  The Company
shall not,  however,  be required to pay any tax which may be payable in respect
of any transfer  involved in the issue and delivery of any certificate in a name
other than that of the Holder and the Company  shall not be required to issue or
deliver any such certificate  unless and until the person or persons  requesting
the issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

      9. Loss or  Mutilation  of Warrant.  Upon  receipt of evidence  reasonably
satisfactory to the Company of the loss,  theft,  destruction,  or mutilation of
any  Warrant  (and  upon  surrender  of any  Warrant  if  mutilated),  and  upon
reimbursement of the Company's reasonable incidental expenses, the Company shall
execute and deliver to the Holder thereof a new Warrant of like date, tenor, and
denomination.

      10. No Rights as a Stockholder.  The Holder of any Warrant shall not have,
solely on account of such status,  any rights of a  stockholder  of the Company,
either at law or in equity,  or to any notice of meetings of  stockholders or of
any other proceedings of the Company, except as provided in this Warrant.

      11.  Governing Law. This Warrant shall be construed in accordance with the
laws of the State of Delaware  applicable to contracts made and performed within
such State, without regard to principles of conflicts of law.

Dated: September 16, 2003

                                   CYTRX CORPORATION

                                   By:
                                      -----------------------------------------
                                            Steven A. Kriegsman,
                                            Chief Executive Officer


                                       11
<PAGE>

                               FORM OF ASSIGNMENT

(To be executed by the registered  holder if such holder desires to transfer the
attached Warrant.)

                  FOR VALUE RECEIVED,  hereby sells, assigns, and transfers unto
__________________  a Warrant to purchase __________ shares of Common Stock, par
value $0.001 per share, of CytRx Corporation (the "Company"),  together with all
right, title, and interest therein,  and does hereby irrevocably  constitute and
appoint attorney to transfer such Warrant on the books of the Company, with full
power of substitution.

                                      Dated:
                                            -----------------------------

                                      By:
                                         --------------------------------
                                                   Signature

         The signature on the foregoing  Assignment  must correspond to the name
as written upon the face of this Warrant in every particular, without alteration
or enlargement or any change whatsoever.


<PAGE>

To:      CytRx Corporation
         11726 San Vicente Blvd., Suite 650
         Los Angeles, California  90049
         Attention:  Chief Executive Officer

                               NOTICE OF EXERCISE

         The undersigned  hereby exercises his or its rights to purchase _______
Warrant Shares covered by the within Warrant and tenders payment herewith in the
amount of $_________ by [tendering  cash or delivering a certified check or bank
cashier's  check,  payable  to the order of the  Company]  [surrendering  ______
shares of Common Stock  received  upon exercise of the attached  Warrant,  which
shares have a Current Market Price equal to such payment] in accordance with the
terms thereof,  and requests that  certificates for such securities be issued in
the name of, and delivered to:

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

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

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

                    (Print Name, Address and Social Security
                          or Tax Identification Number)

and,  if such  number of  Warrant  Shares  shall not be all the  Warrant  Shares
covered by the within Warrant, that a new Warrant for the balance of the Warrant
Shares covered by the within Warrant be registered in the name of, and delivered
to, the undersigned at the address stated below.

                                         Dated:
                                               ---------------------------------

                                         By:
                                            ------------------------------------
                                                      Print Name

                                         ---------------------------------------
                                                      Signature

Address:

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