<PAGE>
                                                                   Exhibit 10.66

                              CONSULTING AGREEMENT


        This CONSULTING AGREEMENT ("Agreement"), effective as of December 1,
2003 ("Effective Date"), is entered into by and between CytRx Corporation, a
Delaware corporation (the "Company") with offices at 11726 San Vicente
Boulevard, Suite 650, Los Angeles, CA 90049 and MBN Consulting, LLC, a Florida
limited liability company with offices at 3151 Clint Moore Road, Suite 204, Boca
Raton, FL 33496 (the "Consultant").

                                    RECITALS

        WHEREAS, the Company desires to engage the services of the Consultant to
represent the Company on a non-exclusive basis in investors' communications with
existing shareholders, brokers, dealers and other investment professionals as to
the Company's current and proposed activities, and to consult with management
concerning the Company activities;

        NOW THEREFORE, in consideration of the promises and the mutual covenants
and agreements set forth below, the legal sufficiency of which is acknowledged,
the parties covenant and agree as follows:

        1. Term of Consultancy. The Company agrees to retain the Consultant to
act in a consulting capacity to the Company, and the Consultant agrees to
provide services to the Company, during the term commencing on the Effective
Date and ending on November 30, 2004, unless earlier terminated pursuant to
Section 4 hereof (the "Term").

        2. Duties of Consultant. The Consultant agrees that it will provide the
following consulting services through its officers and employees during the
Term:

               (a) Consult with and assist the Company in developing and
implementing appropriate plans and means for presenting the Company and its
business plans, strategy and personnel to the financial community and
establishing an image for the Company in the financial community;

               (b) Introduce the Company to the financial community;

               (c) With the cooperation of the Company, maintain an awareness in
the financial community of the Company's plans, strategy and personnel, as they
may evolve, and consult and assist the Company in communicating appropriate
information regarding such plans, strategy and personnel to the financial
community;

               (d) Consult with and assist the Company with respect to relations
with stockholders, relations with brokers, dealers, analysts and other
investment professionals; and

               (e) Upon the Company's approval, initiate meetings, in person or
by telephone, with brokers, dealers, analysts and other investment professionals
to communicate with them regarding the Company's plans, goals and activities.

        3. Allocation of Time and Energies. The Consultant hereby promises to
perform and discharge faithfully its responsibilities so long as such activities
are in compliance with



<PAGE>
applicable securities laws and regulations. The Consultant and its staff shall
diligently and thoroughly provide the consulting services required hereunder.
Although no specific hours-per-day requirement will be required, the Consultant
and the Company agree that the Consultant will perform the duties set forth
herein above in a diligent and professional manner. It is explicitly understood
that, subject to Section 4 hereof, the Consultant's performance of its duties
hereunder will in no way be measured by the price of the Company's common stock,
nor the trading volume of the Company's common stock. It is also understood that
the Company is entering into this Agreement with the Consultant and not any
individual member of the Consultant, and, as such, the Consultant will not be
deemed to have breached this Agreement if any member, officer or director of the
Consultant leaves the firm or dies or becomes physically unable to perform any
meaningful activities during the term of the Agreement, provided the Consultant
otherwise performs its obligations under this Agreement. The Consultant will
provide the Company with a written summary every two weeks describing the
activities of the Consultant during that time period, including a summary of all
of the contacts the Consultant had with members of the financial community
concerning the Company. The Consultant also will provide the Company with copies
of all written correspondence, including e-mails (but excluding personal
correspondence), that the Consultant has with members of the financial
community. The Consultant will not during the Term provide similar services to
any other pharmaceutical or biopharmaceutical company whose activities are
primarily or significantly directed to the area of gene silencing.

        4. Remuneration. As full and complete compensation for services
described in this Agreement, the Company shall compensate the Consultant as
follows:

               (a) The Company agrees to issue to the Consultant, within seven
business days of the signing of this Agreement, one or more four-year warrants
to purchase an aggregate of 600,000 shares of common stock of the Company at an
exercise price of $2.25 per share and otherwise in the form set forth as Exhibit
A hereto. The Consultant will not assign any of the warrants, or any interest
therein, to any third party without prior written notice to the Company. The
shares underlying the warrants shall have customary piggyback registration
rights. The warrants will vest and become exercisable as to the shares covered
thereby as follows: (i) as to 100,000 shares immediately upon issuance; (ii) as
to the balance of 500,000 shares covered thereby only upon the Company meeting
all requirements for NASDAQ National Market listing of its common stock by no
later than June 30, 2004 and receiving official notification that it has met
those requirements. If this is not achieved, this Agreement, and the warrants as
to such 500,000 shares, shall terminate effective as of June 30, 2004. However,
in the event that, as of June 1, 2004, the Company has met all the NASDAQ
National Market requirements for listing of its common stock and the 90-day
trading period required by NASDAQ for National Market qualification has begun
and is still in the process of running because the stock trading price is then
above the Nasdaq required level (the "Contingent Event"), this Agreement and the
warrants will stay in full force until the earlier of: the first day thereafter
on which the stock trades below the Nasdaq required level or the other NASDAQ
National Market listing requirements are not met, or (ii) November 30, 2004, if
all of the NASDAQ National Market Listing requirements have been satisfied by no
later than August 29, 2004, and the Company receives official notification that
it has met all of those requirements. If, as of the expiration of such 90-day
period, the Company's common stock shall not have been listed on the NASDAQ
National



                                     - 2 -
<PAGE>
Market, this Agreement, and the warrants as to 500,000 shares covered thereby,
shall immediately terminate.

               (b) Additionally, the Company shall on the first of every month
pay the Consultant $10,000 (ten thousand) per month beginning December 1, 2003
and continuing through the expiration or earlier cancellation of the Term. In a
Contingency Event, no monthly payment shall be due for any month after June 2004
unless and until all of the NASDAQ National Market Listing requirements have
been satisfied by the extended deadline date of August 29, 2004.

        5. Representations and Warranties. In connection with the acquisition of
Warrants, the Consultant represents and warrants to the Company, to the best of
its knowledge, as follows:

               (a) The Consultant acknowledges that the Consultant has been
afforded the opportunity to ask questions of and receive answers from duly
authorized officers or other representatives of the Company concerning an
investment in the Company, and any additional information which the Consultant
has requested.

               (b) The Consultant is an "accredited investor" as defined by
Regulation D under the Securities Act of 1933.

        6. Expenses. The Consultant agrees to pay for all its own expenses other
than extraordinary items (travel required by/or specifically requested by the
Company, luncheons or dinners to large groups of investment professionals,
investor conference calls, print advertisements in publications, etc.) approved
in writing by the Company prior to its incurring an obligation for
reimbursement.

        7. Indemnification. The Company warrants and represents that all oral
communications, written documents or materials furnished to the Consultant by
the Company with respect to financial affairs, operations, profitability and
strategic planning of the Company are accurate and the Consultant may rely upon
the accuracy thereof without independent investigation. The Company will
protect, indemnify and hold harmless the Consultant against any claims or
litigation including any damages, liability, cost and reasonable attorney's fees
as incurred with respect thereto resulting from the Consultant' communication or
dissemination of any said information, documents or materials, provided that the
Consultant has reviewed any presentation that it makes to third parties with the
Company and excluding any such claims or litigation resulting from the
Consultant's communication or dissemination of information not provided or
authorized by the Company.

        8. Representations. The Consultant represents that it is not required to
maintain any licenses and registrations under federal or any state regulations
necessary to perform the services set forth herein. The Consultant acknowledges
that, to the best of its knowledge, the performance of the services set forth
under this Agreement will not violate any rule or provision of any regulatory
agency having jurisdiction over the Consultant. The Consultant acknowledges
that, to the best of its knowledge, the Consultant and its officers and
directors are not the subject of any investigation, claim, decree or judgment
involving any violation of the federal or state securities laws. The Consultant
further acknowledges that it is not a securities broker dealer or a registered
investment advisor. The Company acknowledges that, to the best of its knowledge,



                                     - 3 -
<PAGE>
that it has not violated any rule or provision of any regulatory agency having
jurisdiction over the Company. The Company acknowledges that, to the best of its
knowledge, the Company is not the subject of any investigation, claim, decree or
judgment involving any violation of any federal or state securities laws.

        9. Legal Representation. The Company acknowledges that it has been
represented by independent legal counsel in the preparation of this Agreement.
The Consultant represents that it has consulted with independent legal counsel
and/or tax, financial and business advisors, to the extent the Consultant deemed
necessary.

        10. Status as Independent Contractor. The Consultant' engagement
pursuant to this Agreement shall be as independent contractor, and not as an
employee, officer or other agent of the Company. Neither party to this Agreement
shall represent or hold itself out to be the employer or employee of the other.
The Consultant further acknowledges the consideration provided hereinabove is a
gross amount of consideration and that the Company will not withhold from such
consideration any amounts as to income taxes, social security payments or any
other payroll taxes. All such income taxes and other such payment shall be made
or provided for by the Consultant and the Company shall have no responsibility
or duties regarding such matters. Neither the Company nor the Consultant
possesses the authority to bind each other in any agreements without the express
written consent of the entity to be bound.

        11. Attorneys' Fee. If any legal action or any arbitration or other
proceeding is brought for the enforcement or interpretation of this Agreement,
or because of an alleged dispute, breach, default or misrepresentation in
connection with or related to this Agreement, the successful or prevailing party
shall be entitled to recover reasonable attorneys' fees and other costs in
connection with that action or proceeding, in addition to any other relief to
which it or they may be entitled

        12. Waiver. The waiver by either party of a breach of any provision of
this Agreement by the other party shall not operate or be construed as a waiver
of any subsequent breach by such other party.

        13. Notices. All notices, requests, and other communications hereunder
shall be deemed to be duly given if sent by U.S. mail, postage prepaid,
addressed to the other party at the address as set forth herein below:

To the Company:            CytRx Corporation
                           11726 Vicente Blvd.
                           Suite 650
                           Los Angeles, CA 90049
                           Attention:  Chief Executive Officer

To the Consultant:         MBN Consulting, LLC
                           3151 Clint Moore Rd.
                           Suite 204
                           Boca Raton, FL 33496



                                     - 4 -
<PAGE>

        Either party may change the address to which notices for it shall be
addressed by providing notice of such change to the other party in the manner
set forth in this Section 12.

        14. Choice of Law, Jurisdiction and Venue. This Agreement shall be
governed by, construed and enforced in accordance with the internal laws of the
State of California and venue shall be in the federal and state courts located
in Los Angeles, California.

        15. Complete Agreement. This Agreement contains the entire agreement of
the parties relating to the subject matter of this Agreement. This Agreement and
its terms may not be changed orally but only by an agreement in writing signed
by the party against whom enforcement of any waiver, change, modification,
extension or discharge is sought.

        IN WITNESS WHEREOF, the parties have executed this Consulting Agreement
as of the Effective Date.



"Company"                                    CytRx Corporation


Date:                                        By: /s/ Steven A. Kriegsman
     ----------------------                      -------------------------
                                                 Steven A. Kriegsman


"Consultant"                                 MBN Consulting, LLC


Date:        12-1-03                         By: /s/ Steven Sanders
     ----------------------                      -------------------------
                                                 Steven Sanders



                                     - 5 -
<PAGE>
                                    EXHIBIT A

        THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE
UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT"), OR APPLICABLE STATE LAW, AND MAY NOT BE OFFERED OR SOLD
EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND
SUCH STATE LAW, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER SUCH
ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF
SECURITIES), OR (iii) UPON THE DELIVERY BY THE HOLDER TO COMPANY OF AN OPINION
OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR COMPANY, STATING THAT AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND STATE LAW IS AVAILABLE.

           Void after 5:00 P.M. California Time, on November 30, 2007

               Warrant to Purchase 600,000 Shares of Common Stock

                        WARRANT TO PURCHASE COMMON STOCK

                                       of

                                CYTRX CORPORATION

        This is to certify that, FOR VALUE RECEIVED, MBN Consulting, LLC, a
Florida limited liability company, or its assigns ("Holder"), is entitled to
purchase, subject to the provisions of this Warrant, from CytRx Corporation, a
Delaware corporation ("Company"), at any time on or after December 1, 2003, and
not later than 5:00 P.M., California time, on November 30, 2007, 600,000 shares
of common stock, $0.01 par value, of Company ("Common Stock") at a purchase
price per share of U.S. $2.25. The number of shares of Common Stock to be
received upon the exercise of this Warrant and the price to be paid for a share
of Common Stock may be adjusted from time to time as hereinafter set forth. The
shares of Common Stock deliverable upon such exercise, and as adjusted from time
to time, are hereinafter sometimes referred to as "Warrant Stock" and the
exercise price of a share of Common Stock in effect at any time and as adjusted
from time to time is hereinafter sometimes referred to as the "Exercise Price."

        This Warrant is being issued to Holder in connection with the Consulting
Agreement between Holder and the Company, effective as of December 1, 2003 (the
"Consulting Agreement").

        1. Vesting; Termination.

               This Warrant shall be vested and exercisable as to 100,000 shares
of Common Stock covered hereby immediately upon the execution and delivery by
Company of this Warrant. This Warrant shall vest and become exercisable as to
the balance of 500,000 shares of Common Stock covered hereby only upon Company's
meeting all of the requirements for the listing of Common Stock on the NASDAQ
National Market on or before June 30, 2004 (or by such extended date as
specifically provided for by Section 4 of the Consulting Agreement), and the
Company shall have received official notification that all of such listing
requirements


<PAGE>
have been met. This Warrant shall remain vested and exercisable (to
the extent not previously exercised as provided herein) with respect to 100,000
shares and shall terminate as to the balance of 500,000 shares covered hereby if
the Company does not satisfy all of the foregoing NASDAQ National Market
requirements by the foregoing deadline.

        2. Exercise of Warrant.

               (a) This Warrant, to the extent then vested as provided in
Section 1, may be exercised in whole or in part at any time or from time to time
on or after December 1, 2003, and not later than 5:00 p.m., California Time, on
November 30, 2007, or if November 30, 2007 is a day on which banking
institutions are authorized by law to close, then on the next succeeding day,
which shall not be such a day, by presentation and surrender hereof to Company
or at the office of its stock transfer agent, if any, with the Purchase Form
annexed hereto, duly endorsed and accompanied by payment in full of the Exercise
Price for the number of shares specified in such form, together with all federal
and state taxes applicable upon such exercise.

               (b) Upon receipt by the Company of this Warrant at the office or
agency of the Company, in proper form for exercise, together with payment in
full of the Exercise Price for the number of shares indicated in the Purchase
Form, the Holder shall be deemed to be the holder of record of the shares of
Common Stock issuable upon such exercise, notwithstanding that the stock
transfer books of the Company shall then be closed or that certificates
representing such shares of Common Stock shall not then be actually delivered to
the Holder.

               (c) Company hereby agrees that at all times there shall be
reserved for issuance and delivery upon exercise of this Warrant such number of
shares of its Common Stock as shall be required for issuance or delivery upon
exercise of this Warrant.

        3. Fractional Shares. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. With
respect to any fraction of a share called for upon any exercise hereof, Company
shall pay to the Holder an amount in cash equal to such fraction multiplied by
the current "Fair Market Value" of a share of Common Stock, determined as
follows:

               (a) If the Common Stock is listed on a national securities
exchange or the Nasdaq National Market, the current Fair Market Value shall be
the last reported (as reported by Bloomberg's Financial Service) sale price of
the Common Stock on such exchange or the Nasdaq National Market on the last
business day prior to the date of exercise of this Warrant or if no such sale is
made on such day, the average closing bid and asked prices for such day on such
exchange or the Nasdaq National Market; or

               (b) If the Common Stock is not so listed, the current Fair Market
Value shall be the mean of the last reported bid and asked prices reported by
the National Association of Securities Dealers Quotation System (or, if not so
quoted on NASDAQ, by the National Quotation Bureau, Inc.) on the last business
day prior to the date of the exercise of this Warrant; or



                                       7
<PAGE>

               (c) If the Common Stock is not so listed and bid and asked prices
are not so reported, the current Fair Market Value shall be an amount, not less
than book value, determined in such reasonable manner as may be prescribed by
the Board of Directors of the Company, such determination to be final and
binding on the Holder.

        4. Exchange Assignment or Loss of Warrant. This Warrant is exchangeable,
without expense, at the option of the Holder, upon presentation and surrender
hereof to Company or at the office of its stock transfer agent, if any, for
other Warrants of different denominations entitling the holder thereof to
purchase in the aggregate the same number of shares of Common Stock purchasable
hereunder. This Warrant may not be sold, transferred, assigned or hypothecated
without the prior written consent of Company, except that it may be transferred
by operation of law as a result of the death of Holder or his lawful successors.
Any such assignment shall be made by surrender of this Warrant to the Company or
at the office of its stock transfer agent, if any, with the Assignment Form
annexed hereto duly executed and funds sufficient to pay any transfer tax;
whereupon the Company shall, without charge, execute and deliver a new Warrant
in the name of the assignee named in such instrument of assignment and this
Warrant shall promptly be canceled. This Warrant may be divided or combined with
other Warrants which carry the same rights upon presentation hereof at the
office of the Company or at the office of its stock transfer agent, if any,
together with a written notice specifying the names and denominations in which
new Warrants are to be issued and signed by the Holder hereof. The term
"Warrant" as used herein includes any Warrants issued in substitution for or
replacement of this Warrant, or into which this Warrant may be divided or
exchanged. Upon receipt by the Company of evidence satisfactory to it of the
loss, theft, destruction, or mutilation of this Warrant, and (in the case of
loss, theft or destruction) of reasonably satisfied indemnification, and upon
surrender and cancellation of this Warrant, if mutilated, the Company will
execute and deliver a new Warrant of like tenor and date. Any such new Warrant
executed and delivered shall constitute an additional contractual obligation on
the part of the Company, whether or not this Warrant so lost, stolen, destroyed,
or mutilated shall be at any time enforceable by anyone.

        5. Rights of the Holder. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder in the Company, either at law or equity,
and the rights of the Holder are limited to those expressed in the Warrant and
are not enforceable against Company except to the extent set forth herein.

        6. Anti-Dilution Provisions.

               (a) Adjustment of Exercise Price. Anything in this Section 5 to
the contrary notwithstanding, in case the Company shall at any time issue shares
of Common Stock or Convertible Securities by way of dividend or other
distribution on the Common Stock or subdivide or combine the outstanding shares
of Common Stock, the Exercise Price shall be proportionately decreased in the
case of such issuance (on the day following the date fixed for determining
shareholders entitled to receive such dividend or other distribution) or
decreased in the cases of such subdivision or increased in the case of such
combination (on the date that such subdivision or combination shall become
effective).




                                       8
<PAGE>

               (b) No Adjustment for Small Amounts. Anything in this Section 5
to the contrary notwithstanding, the Company shall not be required to give
effect to any adjustment in the Exercise Price unless and until the net effect
of one or more adjustments, determined as above provided, shall have required a
change of the Exercise Price by at least one cent, but when the cumulative net
effect of more than one adjustment so determined shall be to change the actual
Exercise Price by at least one cent, such change in the Exercise Price shall
thereupon be given effect.

               (c) Number of Shares Adjusted. Upon any adjustment of the
Exercise Price pursuant to Section 5(a), the Holder of this Warrant shall
thereafter (until another such adjustment) be entitled to purchase, at the new
Exercise Price, the number of shares, calculated to the nearest full share,
obtained by multiplying the number of shares of Common Stock initially issuable
upon exercise of this Warrant by the original Exercise Price and dividing the
product so obtained by the new Exercise Price.

        7. Officer's Certificate. Whenever the Exercise Price shall be adjusted
as required by the provisions of Section 5 hereof, the Company shall forthwith
file in the custody of its Secretary or an Assistant Secretary at its principal
office, and with its stock transfer agent, if any, an officer's certificate
showing the adjusted Exercise Price determined as herein provided and setting
forth in reasonable detail the facts requiring such adjustment. Each such
officer's certificate shall be made available at all reasonable times for
inspection by the Holder and the Company shall, forthwith after each such
adjustment, deliver a copy of such certificate to the Holder. Such certificate
shall be conclusive as to the correctness of such adjustment.

        8. Notices to Warrant Holder. So long as this Warrant shall be
outstanding and unexercised (i) if Company shall pay any dividend or make any
distribution upon the Common Stock or (ii) if Company shall offer to the holders
of Common Stock for subscription or purchase by them any shares of stock of any
class or any other rights or (iii) if any capital reorganization of the Company,
reclassification of the capital stock of the Company, consolidation or merger of
the Company with or into another corporation, sale, lease or transfer of all or
substantially all of the property and assets of the Company to another
corporation, or voluntary or involuntary dissolution, liquidation or winding up
of the Company shall be effected, then in any such case, the Company shall cause
to be delivered to the Holder, at least ten days prior to the date specified in
(x) or (y) below, as the case may be, a notice containing a brief description of
the proposed action and stating the date on which (x) a record is to be taken
for the purpose of such dividend, distribution or rights, or (y) such
reclassification, reorganization, consolidation, merger, conveyance, lease,
dissolution, liquidation or winding up is to take place and the date, if any, is
to be fixed, as of which the 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, reorganization, consolidation, merger,
conveyance, dissolution, liquidation or winding up.

        9. Reclassification, Reorganization or Merger. In case of any
reclassification, capital reorganization or other change of outstanding shares
of Common Stock of the Company (other than a change in par value, or from par
value to no par value, or from no par value to par value, or as a result of an
issuance of Common Stock by way of dividend or other distribution or of a
subdivision or combination), or in case of any consolidation or merger of the
Company



                                       9
<PAGE>
with or into another corporation (other than a merger with a subsidiary in which
merger the Company is the continuing corporation and which does not result in
any reclassification, capital reorganization or other change of outstanding
shares of Common Stock of the class issuable upon exercise of this Warrant) or
in case of any sale or conveyance to another corporation of the property of the
Company as an entirety or substantially as an entirety, the Company shall cause
effective provision to be made so that the holder shall have the right
thereafter, by exercising this Warrant, to purchase the kind and amount of
shares of stock and other securities and property receivable upon such
reclassification, capital reorganization or other change, consolidation, merger,
sale or conveyance. Any such provision shall include provision for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Warrant. The foregoing provisions of this Section 8 shall
similarly apply to successive reclassifications, capital reorganizations and
changes of shares of Common Stock and to successive consolidations, mergers,
sales or conveyances.

        10. Spin-Offs. In the event the Company spins-off a subsidiary by
distributing to the shareholders of the Company as a dividend or otherwise the
stock of the subsidiary, the Company shall reserve for the life of the Warrant
shares of the subsidiary to be delivered to the Holder of this Warrant upon
exercise to the same extent as if such Holder were an owner of record of the
Warrant Stock on the record date for payment of the shares of the subsidiary.

        11. Notices. Any notices or certificates by the Company to Holder shall
be deemed delivered if in writing and delivered personally or sent by either
certified mail or overnight mail (e.g., Federal Express or similar carrier) to
Holder at the address for Holder registered on the Company's books, and by
Holder to Company by notice in writing to the Company addressed to it at 11726
San Vicente Blvd., Suite 650, Los Angeles, CA 90049, to the attention of Steven
A. Kriegsman, or such other address of which the Company shall give notice. The
Company may change its address by written notice to the Holder registered as the
owner on the Company's books and Holder may change its address by written notice
to the Company.

        12. Transfer. Subject to Section 12, this Warrant may be assigned,
transferred, sold or otherwise disposed of, in whole or in part, by the Holder;
provided, however, that no such assignment, transfer, sale or other disposition
shall be effective unless and until the Holder shall have notified the Company
of the name and address of the proposed transferee or transferees.

        13. Restrictive Legend. The Company may cause the following legend to be
set forth on each certificate representing Warrant Stock or any other security
issued or issuable upon exercise of this Warrant, unless counsel for the Company
is of the opinion as to any such certificate that such legend is unnecessary:


               THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED
               FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
               EFFECTIVE REGISTRATION STATEMENT MADE UNDER THE SECURITIES ACT OF
               1933 (THE "ACT") AND APPLICABLE STATE LAW, OR PURSUANT TO AN
               EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE LAW.



                                       10
<PAGE>
        14. Applicable Law. This Warrant shall be governed by, and construed in
accordance with, the internal laws of the State of California.



Dated:                                   CYTRX CORPORATION



                                         By:
                                            -----------------------------------
                                                   Steven A. Kriegsman



                                       11
<PAGE>
                                  PURCHASE FORM

                                                          Date ___________, 200_


        [ ] The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing _____ shares of Common Stock and hereby
makes payment of $___________ in payment of the actual exercise price thereof.



                     INSTRUCTIONS FOR REGISTRATION OF STOCK


        NAME:
             -------------------------------------------------------------------
                       (Please type or print in block letters)

        NAME:
             -------------------------------------------------------------------


        ADDRESS:
                ----------------------------------------------------------------


        TAX I.D. NO.:
                     -----------------------------------------------------------


        SIGNATURE:
                  --------------------------------------------------------------


                                 ASSIGNMENT FORM


        FOR VALUE RECEIVED,
                           -----------------------------------------------------
hereby sells, assigns and transfers unto:

        NAME:
             -------------------------------------------------------------------
                       (Please type or print in block letters)

        ADDRESS:
                ----------------------------------------------------------------

the right to purchase Common Stock represented by this Warrant to the extent
of_____ shares as to which such right is exercisable and does hereby irrevocably
constitute and appoint ______________________________________, attorney, to
transfer the same on the books of the Company with fill power of substitution in
the premises.

Date:_______________, 200__


                                                   By:__________________________
                                                      Name:


                                       12