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                                                                   EXHIBIT 10.10


                                CYTRX CORPORATION
                          1998 LONG-TERM INCENTIVE PLAN





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                                CYTRX CORPORATION
                          1998 LONG-TERM INCENTIVE PLAN

                                    ARTICLE I
                                     PURPOSE

         1.1      GENERAL. The purpose of the CytRx Corporation 1998 Long-Term
Incentive Plan (the "Plan") is to promote the success, and enhance the value, of
CytRx Corporation (the "Corporation"), by linking the personal interests of its
employees, officers, consultants and directors to those of Corporation
shareholders and by providing such persons with an incentive for outstanding
performance. The Plan is further intended to provide flexibility to the
Corporation in its ability to motivate, attract, and retain the services of
employees, officers, consultants and directors upon whose judgment, interest,
and special effort the successful conduct of the Corporation's operation is
largely dependent. Accordingly, the Plan permits the grant of incentive awards
from time to time to selected employees, officers, consultants and directors.

                                    ARTICLE 2
                                 EFFECTIVE DATE

         2.1      EFFECTIVE DATE. The Plan shall be effective as of the date
upon which it shall be approved by the Board. However, the Plan shall be
submitted to the shareholders of the Corporation for approval within 12 months
of the Board's approval thereof. No Incentive Stock Options granted under the
Plan may be exercised prior to approval of the Plan by the shareholders and if
the shareholders fail to approve the Plan within 12 months of the Board's
approval thereof, any Incentive Stock Options previously granted hereunder shall
be automatically converted to Non-Qualified Stock Options without any further
act. In the discretion of the Committee, Awards may be made to Covered Employees
which are intended to constitute qualified performance-based compensation under
Code Section 162(m). Any such Awards shall be contingent upon the shareholders
having approved the Plan.

                                    ARTICLE 3
                                   DEFINITIONS

         3.1      DEFINITIONS. When a word or phrase appears in this Plan with
the initial letter capitalized, and the word or phrase does not commence a
sentence, the word or phrase shall generally be given the meaning ascribed to it
in this Section or in Section 1.1 unless a clearly different meaning is required
by the context. The following words and phrases shall have the following
meanings:

                  (a)      "Award" means any Option, Stock Appreciation Right,
         Restricted Stock Award, Performance Unit Award, Dividend Equivalent
         Award, or Other Stock-Based Award, or any other right or interest
         relating to Stock or cash, granted to a Participant under the Plan.


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                  (b)      "Award Agreement" means any written agreement,
         contract, or other instrument or document evidencing an Award.

                  (c)      "Board" means the Board of Directors of the
         Corporation.

                  (d)      "Change in Control" means and includes each of the
         following:

                           (1)      The acquisition by any individual, entity or
                  group (within the meaning of Section 13(d)(3) or 14(d)(2) of
                  the Exchange Act) (a "Person") of beneficial ownership (within
                  the meaning of Rule 13d-3 promulgated under the Exchange Act)
                  of 25% or more of the combined voting power of the then
                  outstanding voting securities of the Company entitled to vote
                  generally in the election of directors (the "Outstanding
                  Company Voting Securities"); provided, however, that for
                  purposes of this subsection (1), the following acquisitions
                  shall not constitute a Change of Control: (i) any acquisition
                  by a Person who is on April 1, 1998 the beneficial owner of
                  25% or more of the Outstanding Company Voting Securities, (ii)
                  any acquisition directly from the Company, (iii) any
                  acquisition by the Company, (iv) any acquisition by any
                  employee benefit plan (or related trust) sponsored or
                  maintained by the Company or any corporation controlled by the
                  Company, or (v) any acquisition by any corporation pursuant to
                  a transaction which complies with clauses (i), (ii) and (iii)
                  of subsection (3) of this definition; or

                           (2)      Individuals who, as of April 1, 1998,
                  constitute the Board (the "Incumbent Board") cease for any
                  reason to constitute at least a majority of the Board;
                  provided, however, that any individual becoming a director
                  subsequent to April 1, 1998 whose election, or nomination for
                  election by the Company's stockholders, was approved by a vote
                  of at least a majority of the directors then comprising the
                  Incumbent Board shall be considered as though such individual
                  were a member of the Incumbent Board, but excluding, for this
                  purpose, any such individual whose initial assumption of
                  office occurs as a result of an actual or threatened election
                  contest with respect to the election or removal of directors
                  or other actual or threatened solicitation of proxies or
                  consents by or on behalf of a Person other than the Board; or

                           (3)      Consummation of a reorganization, merger or
                  consolidation or sale or other disposition of all or
                  substantially all of the assets of the Company (a "Business
                  Combination"), in each case, unless, following such Business
                  Combination, (i) all or substantially all of the individuals
                  and entities who were the beneficial owners of the Outstanding
                  Company Voting Securities immediately prior to such Business
                  Combination beneficially own, directly or indirectly, more
                  than 60% of the combined



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                  voting power of the then outstanding voting securities
                  entitled to vote generally in the election of directors of the
                  corporation resulting from such Business Combination
                  (including, without limitation, a corporation which as a
                  result of such transaction owns the Company or all or
                  substantially all of the Company's assets either directly or
                  through one or more subsidiaries) in substantially the same
                  proportions as their ownership, immediately prior to such
                  Business Combination of the Outstanding Company Voting
                  Securities, and (ii) no Person (excluding any corporation
                  resulting from such Business Combination or any employee
                  benefit plan (or related trust) of the Company or such
                  corporation resulting from such Business Combination)
                  beneficially owns, directly or indirectly, 25% or more of the
                  combined voting power of the then outstanding voting
                  securities of such corporation except to the extent that such
                  ownership existed prior to the Business Combination, and (iii)
                  at least a majority of the members of the board of directors
                  of the corporation resulting from such Business Combination
                  were members of the Incumbent Board at the time of the
                  execution of the initial agreement, or of the action of the
                  Board, providing for such Business Combination; or

                           (4)      Approval by the stockholders of the Company
                  of a complete liquidation or dissolution of the Company.

                  (e)      "Code" means the Internal Revenue Code of 1986, as
         amended from time to time.

                  (f)      "Committee" means the committee of the Board
         described in Article 4.

                  (g)      "Corporation" means CytRx Corporation, a Delaware
         corporation.

                  (h)      "Covered Employee" means a covered employee as
         defined in Code Section 162(m)(3).

                  (i)      "Disability" shall mean any illness or other physical
         or mental condition of a Participant that renders the Participant
         incapable of performing his customary and usual duties for the
         Corporation, or any medically determinable illness or other physical or
         mental condition resulting from a bodily injury, disease or mental
         disorder which, in the judgment of the Committee, is permanent and
         continuous in nature. The Committee may require such medical or other
         evidence as it deems necessary to judge the nature and permanency of
         the Participant's condition.

                  (j)      "Dividend Equivalent" means a right granted to a
         Participant under Article 11.



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                  (k)      "Effective Date" has the meaning assigned such term
         in Section 2.1.

                  (l)      "Fair Market Value", on any date, means (i) if the
         Stock is listed on a securities exchange or is traded over the Nasdaq
         National Market, the closing sales price on such exchange or over such
         system on such date or, in the absence of reported sales on such date,
         the closing sales price on the immediately preceding date on which
         sales were reported, or (ii) if the Stock is not listed on a securities
         exchange or traded over the Nasdaq National Market, the mean between
         the bid and offered prices as quoted by Nasdaq for such date, provided
         that if it is determined that the fair market value is not properly
         reflected by such Nasdaq quotations, Fair Market Value will be
         determined by such other method as the Committee determines in good
         faith to be reasonable.

                  (m)      "Incentive Stock Option" means an Option that is
         intended to meet the requirements of Section 422 of the Code or any
         successor provision thereto.

                  (n)      "Non-Qualified Stock Option" means an Option that is
         not an Incentive Stock Option.

                  (o)      "Option" means a right granted to a Participant under
         Article 7 of the Plan to purchase Stock at a specified price during
         specified time periods. An Option may be either an Incentive Stock
         Option or a Non-Qualified Stock Option.

                  (p)      "Other Stock-Based Award" means a right, granted to a
         Participant under Article 12, that relates to or is valued by reference
         to Stock or other Awards relating to Stock.

                  (q)      "Parent" means a corporation which owns or
         beneficially owns a majority of the outstanding voting stock or voting
         power of the Corporation. For Incentive Stock Options, the term shall
         have the same meaning as set forth in Code Section 424(e).

                  (r)      "Participant" means a person who, as an employee,
         officer, consultant or director of the Corporation or any Subsidiary,
         has been granted an Award under the Plan.

                  (s)      "Performance Unit" means a right granted to a
         Participant under Article 9, to receive cash, Stock, or other Awards,
         the payment of which is contingent upon achieving certain performance
         goals established by the Committee.

                  (t)      "Plan" means the CytRx Corporation 1998 Long-Term
         Incentive Plan, as amended from time to time.



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                  (u)      "Restricted Stock Award" means Stock granted to a
         Participant under Article 10 that is subject to certain restrictions
         and to risk of forfeiture.

                  (v)      "Retirement" means a Participant's voluntary
         termination of employment with the Corporation, Parent or Subsidiary
         after attaining age 55.

                  (w)      "Stock" means the $0.001 par value common stock of
         the Corporation and such other securities of the Corporation as may be
         substituted for Stock pursuant to Article 14.

                  (x)      "Stock Appreciation Right" or "SAR" means a right
         granted to a Participant under Article 8 to receive a payment equal to
         the difference between the Fair Market Value of a share of Stock as of
         the date of exercise of the SAR over the grant price of the SAR, all as
         determined pursuant to Article 8.

                  (y)      "Subsidiary" means any corporation, limited liability
         company, partnership or other entity of which a majority of the
         outstanding voting stock or voting power is beneficially owned directly
         or indirectly by the Corporation. For Incentive Stock Options, the term
         shall have the meaning set forth in Code Section 424(f).

                  (z)      "1933 Act" means the Securities Act of 1933, as
         amended from time to time.

                  (z)      "1934 Act" means the Securities Exchange Act of 1934,
         as amended from time to time.

                                    ARTICLE 4
                                 ADMINISTRATION

         4.1      COMMITTEE. The Plan shall be administered by the Compensation
Committee of the Board or, at the discretion of the Board from time to time, by
the Board. The Committee shall consist of two or more members of the Board. It
is intended that the directors appointed to serve on the Committee shall be
"non-employee directors" (within the meaning of Rule 16b-3 promulgated under the
1934 Act) and "outside directors" (within the meaning of Code Section 162(m) and
the regulations thereunder) to the extent that Rule 16b-3 and, if necessary for
relief from the limitation under Code Section 162(m) and such relief is sought
by the Company, Code Section 162(m), respectively, are applicable. However, the
mere fact that a Committee member shall fail to qualify under either of the
foregoing requirements shall not invalidate any Award made by the Committee
which Award is otherwise validly made under the Plan. The members of the
Committee shall be appointed by, and may be changed at any time and from time to
time in the discretion of, the Board. During any time that the Board is acting
as administrator of the Plan, it shall have all the powers of the Committee
hereunder, and any reference herein to the Committee (other than in this Section
4.1) shall include the Board.


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         4.2      ACTION BY THE COMMITTEE. For purposes of administering the
Plan, the following rules of procedure shall govern the Committee. A majority of
the Committee shall constitute a quorum. The acts of a majority of the members
present at any meeting at which a quorum is present, and acts approved
unanimously in writing by the members of the Committee in lieu of a meeting,
shall be deemed the acts of the Committee. Each member of the Committee is
entitled to, in good faith, rely or act upon any report or other information
furnished to that member by any officer or other employee of the Corporation or
any Parent or Subsidiary, the Corporation's independent certified public
accountants, or any executive compensation consultant or other professional
retained by the Corporation to assist in the administration of the Plan.

         4.3      AUTHORITY OF COMMITTEE. The Committee has the exclusive power,
authority and discretion to:

                  (a)      Designate Participants;

                  (b)      Determine the type or types of Awards to be granted
         to each Participant;

                  (c)      Determine the number of Awards to be granted and the
         number of shares of Stock to which an Award will relate;

                  (d)      Determine the terms and conditions of any Award
         granted under the Plan, including but not limited to, the exercise
         price, grant price, or purchase price, any restrictions or limitations
         on the Award, any schedule for lapse of forfeiture restrictions or
         restrictions on the exercisability of an Award, and accelerations or
         waivers thereof, based in each case on such considerations as the
         Committee in its sole discretion determines;

                  (e)      Accelerate the vesting or lapse of restrictions of
         any outstanding Award, based in each case on such considerations as the
         Committee in its sole discretion determines;

                  (f)      Determine whether, to what extent, and under what
         circumstances an Award may be settled in, or the exercise price of an
         Award may be paid in, cash, Stock, other Awards, or other property, or
         an Award may be canceled, forfeited, or surrendered;

                  (g)      Prescribe the form of each Award Agreement, which
         need not be identical for each Participant;



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                  (h)      Decide all other matters that must be determined in
         connection with an Award;

                  (i)      Establish, adopt or revise any rules and regulations
         as it may deem necessary or advisable to administer the Plan;

                  (j)      Make all other decisions and determinations that may
         be required under the Plan or as the Committee deems necessary or
         advisable to administer the Plan; and

                  (k)      Amend the Plan or any Award Agreement as provided
         herein.

         4.4.     DECISIONS BINDING. The Committee's interpretation of the Plan,
any Awards granted under the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties.

                                    ARTICLE 5
                           SHARES SUBJECT TO THE PLAN

         5.1.     NUMBER OF SHARES. Subject to adjustment as provided in Section
14.1, the aggregate number of shares of Stock reserved and available for Awards
or which may be used to provide a basis of measurement for or to determine the
value of an Award (such as with a Stock Appreciation Right or Performance Unit
Award) shall be 500,000, of which not more than 10% may be granted as Awards of
Restricted Stock or unrestricted Stock Awards.

         5.2.     LAPSED AWARDS. To the extent that an Award is canceled,
terminates, expires or lapses for any reason, any shares of Stock subject to the
Award will again be available for the grant of an Award under the Plan and
shares subject to SARs or other Awards settled in cash will be available for the
grant of an Award under the Plan.

         5.3.     STOCK DISTRIBUTED. Any Stock distributed pursuant to an Award
may consist, in whole or in part, of authorized and unissued Stock, treasury
Stock or Stock purchased on the open market.

         5.4.     LIMITATION ON AWARDS. Notwithstanding any provision in the
Plan to the contrary, the maximum number of shares of Stock with respect to one
or more Options and/or SARs that may be granted during any one calendar year
under the Plan to any one Covered Employee shall be 175,000. The maximum fair
market value (measured as of the date of grant) of any Awards other than Options
and SARs that may be received by a Covered Employee (less any consideration paid
by the Participant for such Award) during any one calendar year under the Plan
shall be $500,000.



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                                    ARTICLE 6
                                   ELIGIBILITY

         6.1.     GENERAL. Awards may be granted only to individuals who are
employees, officers, consultants or directors of the Corporation or a Parent or
Subsidiary.

                                    ARTICLE 7
                                  STOCK OPTIONS

         7.1.     GENERAL. The Committee is authorized to grant Options to
Participants on the following terms and conditions:

                  (a)      EXERCISE PRICE. The exercise price per share of Stock
         under an Option shall be determined by the Committee, provided that the
         exercise price for any Incentive Stock Option shall not be less than
         the Fair Market Value as of the date of the grant.

                  (b)      TIME AND CONDITIONS OF EXERCISE. The Committee shall
         determine the time or times at which an Option may be exercised in
         whole or in part. The Committee also shall determine the performance or
         other conditions, if any, that must be satisfied before all or part of
         an Option may be exercised. The Committee may waive any exercise
         provisions at any time in whole or in part based upon factors as the
         Committee may determine in its sole discretion so that the Option
         becomes exerciseable at an earlier date.

                  (c)      PAYMENT. The Committee shall determine the methods by
         which the exercise price of an Option may be paid, the form of payment,
         including, without limitation, cash, shares of Stock, or other property
         (including "cashless exercise" arrangements), and the methods by which
         shares of Stock shall be delivered or deemed to be delivered to
         Participants; provided that if shares of Stock surrendered in payment
         of the exercise price were themselves acquired otherwise than on the
         open market, such shares shall have been held by the Participant for at
         least six months.

                  (d)      EVIDENCE OF GRANT. All Options shall be evidenced by
         a written Award Agreement between the Corporation and the Participant.
         The Award Agreement shall include such provisions, not inconsistent
         with the Plan, as may be specified by the Committee.

         7.2.     INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock
Options granted under the Plan must comply with the following additional rules:

                  (a)      EXERCISE PRICE. The exercise price per share of Stock
         shall be set by the Committee, provided that the exercise price for any
         Incentive Stock Option shall not be less than the Fair Market Value as
         of the date of the grant.


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                  (b)      EXERCISE. In no event may any Incentive Stock Option
         be exercisable for more than ten years from the date of its grant.

                  (c)      LAPSE OF OPTION. An Incentive Stock Option shall
         lapse under the earliest of the following circumstances; provided,
         however, that the Committee may, prior to the lapse of the Incentive
         Stock Option under the circumstances described in paragraphs (3), (4)
         and (5) below, provide in writing that the Option will extend until a
         later date, but if Option is exercised after the dates specified in
         paragraphs (3), (4) and (5) below, it will automatically become a
         Non-Qualified Stock Option:

                           (1)      The Incentive Stock Option shall lapse as of
                  the option expiration date set forth in the Award Agreement.

                           (2)      The Incentive Stock Option shall lapse ten
                  years after it is granted, unless an earlier time is set in
                  the Award Agreement.

                           (3)      If the Participant terminates employment for
                  any reason other than as provided in paragraph (4) or (5)
                  below, the Incentive Stock Option shall lapse, unless it is
                  previously exercised, three months after the Participant's
                  termination of employment; provided, however, that if the
                  Participant's employment is terminated by the Company for
                  cause or by the Participant without the consent of the
                  Company, the Incentive Stock Option shall (to the extent not
                  previously exercised) lapse immediately.

                           (4)      If the Participant terminates employment by
                  reason of his Disability, the Incentive Stock Option shall
                  lapse, unless it is previously exercised, one year after the
                  Participant's termination of employment.

                           (5)      If the Participant dies while employed, or
                  during the three-month period described in paragraph (3) or
                  during the one-year period described in paragraph (4) and
                  before the Option otherwise lapses, the Option shall lapse one
                  year after the Participant's death. Upon the Participant's
                  death, any exercisable Incentive Stock Options may be
                  exercised by the Participant's beneficiary, determined in
                  accordance with Section 13.6.

                  If a Participant exercises an Option after termination of
         employment, the Option may be exercised only with respect to the shares
         that were otherwise vested on the Participant's termination of
         employment.

                  (d)      INDIVIDUAL DOLLAR LIMITATION. The aggregate Fair
         Market Value (determined as of the time an Award is made) of all shares
         of Stock



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         with respect to which Incentive Stock Options are first exercisable by
         a Participant in any calendar year may not exceed $100,000.00.

                  (e)      TEN PERCENT OWNERS. No Incentive Stock Option shall
         be granted to any individual who, at the date of grant, owns stock
         possessing more than ten percent of the total combined voting power of
         all classes of stock of the Corporation or any Parent or Subsidiary
         unless the exercise price per share of such Option is at least 110% of
         the Fair Market Value per share of Stock at the date of grant and the
         Option expires no later than five years after the date of grant.

                  (f)      EXPIRATION OF INCENTIVE STOCK OPTIONS. No Award of an
         Incentive Stock Option may be made pursuant to the Plan after the day
         immediately prior to the tenth anniversary of the Effective Date.

                  (g)      RIGHT TO EXERCISE. During a Participant's lifetime,
         an Incentive Stock Option may be exercised only by the Participant or,
         in the case of the Participant's Disability, by the Participant's
         guardian or legal representative.

                  (h)      DIRECTORS. The Committee may not grant an Incentive
         Stock Option to a non-employee director. The Committee may grant an
         Incentive Stock Option to a director who is also an employee of the
         Corporation or Parent or Subsidiary but only in that individual's
         position as an employee and not as a director.

                                    ARTICLE 8
                            STOCK APPRECIATION RIGHTS

         8.1.     GRANT OF SARs. The Committee is authorized to grant SARs to
Participants on the following terms and conditions:

                  (a)      RIGHT TO PAYMENT. Upon the exercise of a Stock
         Appreciation Right, the Participant to whom it is granted has the right
         to receive the excess, if any, of:

                           (1)      The Fair Market Value of one share of Stock
                  on the date of exercise; over

                           (2)      The grant price of the Stock Appreciation
                  Right as determined by the Committee, which shall not be less
                  than the Fair Market Value of one share of Stock on the date
                  of grant.

                  (b)      OTHER TERMS. All awards of Stock Appreciation Rights
         shall be evidenced by an Award Agreement. The terms, methods of
         exercise, methods of settlement, form of consideration payable in
         settlement, and any other terms and conditions of any Stock
         Appreciation Right shall be determined by the Committee at the time of
         the grant of the Award and shall be reflected in the Award Agreement.


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                                    ARTICLE 9
                                PERFORMANCE UNITS

         9.1.     GRANT OF PERFORMANCE UNITS. The Committee is authorized to
grant Performance Units to Participants on such terms and conditions as may be
selected by the Committee. The Committee shall have the complete discretion to
determine the number of Performance Units granted to each Participant. All
Awards of Performance Units shall be evidenced by an Award Agreement.

         9.2.     RIGHT TO PAYMENT. A grant of Performance Units gives the
Participant rights, valued as determined by the Committee, and payable to, or
exercisable by, the Participant to whom the Performance Units are granted, in
whole or in part, as the Committee shall establish at grant or thereafter. The
Committee shall set performance goals and other terms or conditions to payment
of the Performance Units in its discretion which, depending on the extent to
which they are met, will determine the number and value of Performance Units
that will be paid to the Participant.

         9.3.     OTHER TERMS. Performance Units may be payable in cash, Stock,
or other property, and have such other terms and conditions as determined by the
Committee and reflected in the Award Agreement.

                                   ARTICLE 10
                             RESTRICTED STOCK AWARDS

         10.1.    GRANT OF RESTRICTED STOCK. The Committee is authorized to make
Awards of Restricted Stock to Participants in such amounts and subject to such
terms and conditions as may be selected by the Committee. All Awards of
Restricted Stock shall be evidenced by a Restricted Stock Award Agreement.

         10.2.    ISSUANCE AND RESTRICTIONS. Restricted Stock shall be subject
to such restrictions on transferability and other restrictions as the Committee
may impose (including, without limitation, limitations on the right to vote
Restricted Stock or the right to receive dividends on the Restricted Stock).
These restrictions may lapse separately or in combination at such times, under
such circumstances, in such installments, upon the satisfaction of performance
goals or otherwise, as the Committee determines at the time of the grant of the
Award or thereafter.

         10.3.    FORFEITURE. Except as otherwise determined by the Committee at
the time of the grant of the Award or thereafter, upon termination of employment
during the applicable restriction period or upon failure to satisfy a
performance goal during the applicable restriction period, Restricted Stock that
is at that time subject to restrictions shall be forfeited and reacquired by the
Corporation; provided, however, that the



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Committee may provide in any Award Agreement that restrictions or forfeiture
conditions relating to Restricted Stock will be waived in whole or in part in
the event of terminations resulting from specified causes, and the Committee may
in other cases waive in whole or in part restrictions or forfeiture conditions
relating to Restricted Stock.

         10.4.    CERTIFICATES FOR RESTRICTED STOCK. Restricted Stock granted
under the Plan may be evidenced in such manner as the Committee shall determine.
If certificates representing shares of Restricted Stock are registered in the
name of the Participant, certificates must bear an appropriate legend referring
to the terms, conditions, and restrictions applicable to such Restricted Stock.

                         ARTICLE 11 DIVIDEND EQUIVALENTS

         11.1     GRANT OF DIVIDEND EQUIVALENTS. The Committee is authorized to
grant Dividend Equivalents to Participants subject to such terms and conditions
as may be selected by the Committee. Dividend Equivalents shall entitle the
Participant to receive payments equal to dividends with respect to all or a
portion of the number of shares of Stock subject to an Award, as determined by
the Committee. The Committee may provide that Dividend Equivalents be paid or
distributed when accrued or be deemed to have been reinvested in additional
shares of Stock, or otherwise reinvested.

                                   ARTICLE 12
                            OTHER STOCK-BASED AWARDS

         12.1.    GRANT OF OTHER STOCK-BASED AWARDS. The Committee is
authorized, subject to limitations under applicable law, to grant to
Participants such other Awards that are payable in, valued in whole or in part
by reference to, or otherwise based on or related to shares of Stock, as deemed
by the Committee to be consistent with the purposes of the Plan, including
without limitation shares of Stock awarded purely as a "bonus" and not subject
to any restrictions or conditions, convertible or exchangeable debt securities,
other rights convertible or exchangeable into shares of Stock, and Awards valued
by reference to book value of shares of Stock or the value of securities of or
the performance of specified Parents or Subsidiaries. The Committee shall
determine the terms and conditions of such Awards.

                                   ARTICLE 13
                         PROVISIONS APPLICABLE TO AWARDS

         13.1.    STAND-ALONE, TANDEM, AND SUBSTITUTE AWARDS. Awards granted
under the Plan may, in the discretion of the Committee, be granted either alone
or in addition to, in tandem with, or in substitution for, any other Award
granted under the Plan. If an Award is granted in substitution for another
Award, the Committee may require the surrender of such other Award in
consideration of the grant of the new Award. Awards granted in addition to or in
tandem with other Awards may be granted either at the same time as or at a
different time from the grant of such other Awards.



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         13.2.    EXCHANGE PROVISIONS. The Committee may at any time offer to
exchange or buy out any previously granted Award for a payment in cash, Stock,
or another Award (subject to Section 14.1), based on the terms and conditions
the Committee determines and communicates to the Participant at the time the
offer is made.

         13.3.    TERM OF AWARD. The term of each Award shall be for the period
as determined by the Committee, provided that in no event shall the term of any
Incentive Stock Option or a Stock Appreciation Right granted in tandem with the
Incentive Stock Option exceed a period of ten years from the date of its grant
(or, if Section 7.2(e) applies, five years from the date of its grant).

         13.4.    FORM OF PAYMENT FOR AWARDS. Subject to the terms of the Plan
and any applicable law or Award Agreement, payments or transfers to be made by
the Corporation or a Parent or Subsidiary on the grant or exercise of an Award
may be made in such form as the Committee determines at or after the time of
grant, including without limitation, cash, Stock, other Awards, or other
property, or any combination, and may be made in a single payment or transfer,
in installments, or on a deferred basis, in each case determined in accordance
with rules adopted by, and at the discretion of, the Committee.

         13.5.    LIMITS ON TRANSFER. No right or interest of a Participant in
any unexercised or restricted Award may be pledged, encumbered, or hypothecated
to or in favor of any party other than the Corporation or a Parent or
Subsidiary, or shall be subject to any lien, obligation, or liability of such
Participant to any other party other than the Corporation or a Parent or
Subsidiary. No unexercised or restricted Award shall be assignable or
transferable by a Participant other than by will or the laws of descent and
distribution or, except in the case of an Incentive Stock Option, pursuant to a
domestic relations order that would satisfy Section 414(p)(1)(A) of the Code if
such Section applied to an Award under the Plan; provided, however, that the
Committee may (but need not) permit other transfers where the Committee
concludes that such transferability (i) does not result in accelerated taxation,
(ii) does not cause any Option intended to be an incentive stock option to fail
to be described in Code Section 422(b), and (iii) is otherwise appropriate and
desirable, taking into account any factors deemed relevant, including without
limitation, any state or federal tax or securities laws or regulations
applicable to transferable Awards.

         13.6     BENEFICIARIES. Notwithstanding Section 13.5, a Participant
may, in the manner determined by the Committee, designate a beneficiary to
exercise the rights of the Participant and to receive any distribution with
respect to any Award upon the Participant's death. A beneficiary, legal
guardian, legal representative, or other person claiming any rights under the
Plan is subject to all terms and conditions of the Plan and any Award Agreement
applicable to the Participant, except to the extent the Plan and Award Agreement
otherwise provide, and to any additional restrictions deemed necessary or
appropriate by the Committee. If no beneficiary has been designated or survives
the Participant, payment shall be made to the Participant's estate. Subject to
the foregoing, a



                                      -14-
<PAGE>   15

beneficiary designation may be changed or revoked by a Participant at any time
provided the change or revocation is filed with the Committee.

         13.7.    STOCK CERTIFICATES. All Stock certificates delivered under the
Plan are subject to any stop-transfer orders and other restrictions as the
Committee deems necessary or advisable to comply with federal or state
securities laws, rules and regulations and the rules of any national securities
exchange or automated quotation system on which the Stock is listed, quoted, or
traded. The Committee may place legends on any Stock certificate to reference
restrictions applicable to the Stock.

         13.8.    ACCELERATION UPON A CHANGE IN CONTROL. Except as otherwise
provided in the Award Agreement, upon the occurrence of a Change in Control, all
outstanding Options, Stock Appreciation Rights, and other Awards in the nature
of rights that may be exercised shall become fully exercisable and all
restrictions on outstanding Awards shall lapse; provided, however that such
acceleration will not occur if, in the opinion of the Company's accountants,
such acceleration would preclude the use of "pooling of interest" accounting
treatment for a Change in Control transaction that (a) would otherwise qualify
for such accounting treatment, and (b) is contingent upon qualifying for such
accounting treatment. To the extent that this provision causes Incentive Stock
Options to exceed the dollar limitation set forth in Section 7.2(d), the excess
Options shall be deemed to be Non-Qualified Stock Options.

         13.9.    ACCELERATION UPON CERTAIN EVENTS NOT CONSTITUTING A CHANGE IN
CONTROL. In the event of the occurrence of any circumstance, transaction or
event not constituting a Change in Control (as defined in Section 3.1) but which
the Board of Directors deems to be, or to be reasonably likely to lead to, an
effective change in control of the Company of a nature that would be required to
be reported in response to Item 6(e) of Schedule 14A of the 1934 Act, the
Committee may in its sole discretion declare all outstanding Options, Stock
Appreciation Rights, and other Awards in the nature of rights that may be
exercised to be fully exercisable, and/or all restrictions on all outstanding
Awards to have lapsed, in each case, as of such date as the Committee may, in
its sole discretion, declare, which may be on or before the consummation of such
transaction or event. To the extent that this provision causes Incentive Stock
Options to exceed the dollar limitation set forth in Section 7.2(d), the excess
Options shall be deemed to be Non-Qualified Stock Options.

         13.10.   ACCELERATION FOR ANY OTHER REASON. Regardless of whether an
event has occurred as described in Section 13.8 or 13.9 above, the Committee may
in its sole discretion at any time determine that all or a portion of a
Participant's Options, Stock Appreciation Rights, and other Awards in the nature
of rights that may be exercised shall become fully or partially exercisable,
and/or that all or a part of the restrictions on all or a portion of the
outstanding Awards shall lapse, in each case, as of such date as the Committee
may, in its sole discretion, declare. The Committee may discriminate among
Participants and among Awards granted to a Participant in exercising its
discretion pursuant to this Section 13.10.



                                      -15-
<PAGE>   16

         13.11    EFFECT OF ACCELERATION. If an Award is accelerated under
Section 13.8 or 13.9, the Committee may, in its sole discretion, provide (i)
that the Award will expire after a designated period of time after such
acceleration to the extent not then exercised, (ii) that the Award will be
settled in cash rather than Stock, (iii) that the Award will be assumed by
another party to the transaction giving rise to the acceleration or otherwise be
equitably converted in connection with such transaction, or (iv) any combination
of the foregoing. The Committee's determination need not be uniform and may be
different for different Participants whether or not such Participants are
similarly situated.

         13.12.   PERFORMANCE GOALS. The Committee may (but need not) determine
that any Award granted pursuant to this Plan to a Participant (including, but
not limited to, Participants who are Covered Employees) shall be determined
solely on the basis of (a) the achievement by the Corporation or a Parent or
Subsidiary of a specified target return, or target growth in return, on equity
or assets, (b) the Corporation's, Parent's or Subsidiary's stock price, (c) the
achievement by an individual or a business unit of the Corporation, Parent or
Subsidiary of a specified target, or target growth in, revenues, net income or
earnings per share, (d) the achievement of objectively determinable goals with
respect to (i) product development milestones, (ii) corporate financings, (iii)
merger and acquisition activities, (iv) licensing transactions, (v) development
of strategic partnerships or alliances, or (vi) acquisition or development of
new technologies, or (e) any combination of the goals set forth in (a) through
(d) above. If an Award is made on such basis, the Committee shall establish
goals prior to the beginning of the period for which such performance goal
relates (or such later date as may be permitted under Code Section 162(m) or the
regulations thereunder) and the Committee may for any reason reduce (but not
increase) any Award, notwithstanding the achievement of a specified goal. Any
payment of an Award granted with performance goals shall be conditioned on the
written certification of the Committee in each case that the performance goals
and any other material conditions were satisfied.

         13.13.   TERMINATION OF EMPLOYMENT. Whether military, government or
other service or other leave of absence shall constitute a termination of
employment shall be determined in each case by the Committee at its discretion,
and any determination by the Committee shall be final and conclusive. A
termination of employment shall not occur in a circumstance in which a
Participant transfers from the Corporation to one of its Parents or
Subsidiaries, transfers from a Parent or Subsidiary to the Corporation, or
transfers from one Parent or Subsidiary to another Parent or Subsidiary.

                                   ARTICLE 14
                          CHANGES IN CAPITAL STRUCTURE

         14.1.    GENERAL. In the event a stock dividend is declared upon the
Stock, the shares of Stock then subject to each Award shall be increased
proportionately without any change in the aggregate purchase price therefor. In
the event the Stock shall be changed



                                      -16-
<PAGE>   17

into or exchanged for a different number or class of shares of stock or
securities of the Corporation or of another corporation, whether through
reorganization, recapitalization, reclassification, stock split-up, combination
of shares, merger or consolidation, there shall be substituted for each such
share of Stock then subject to each Award the number and class of shares into
which each outstanding share of Stock shall be so exchanged, all without any
change in the aggregate purchase price for the shares then subject to each
Award.

                                   ARTICLE 15
                     AMENDMENT, MODIFICATION AND TERMINATION

         15.1.    AMENDMENT, MODIFICATION AND TERMINATION. The Board or the
Committee may, at any time and from time to time, amend, modify or terminate the
Plan without shareholder approval; provided, however, that the Board or
Committee may condition any amendment or modification on the approval of
shareholders of the Company if such approval is necessary or deemed advisable
with respect to tax, securities or other applicable laws, policies or
regulations.

         15.2     AWARDS PREVIOUSLY GRANTED. At any time and from time to time,
the Committee may amend, modify or terminate any outstanding Award without
approval of the Participant; provided, however, that such amendment,
modification or termination shall not, without the Participant's consent, reduce
or diminish the value of such Award determined as if the Award had been
exercised, vested, cashed in or otherwise settled on the date of such amendment
or termination. No termination, amendment, or modification of the Plan shall
adversely affect any Award previously granted under the Plan, without the
written consent of the Participant.

                                   ARTICLE 16
                               GENERAL PROVISIONS

         16.1.    NO RIGHTS TO AWARDS. No Participant or employee, officer,
consultant or director shall have any claim to be granted any Award under the
Plan, and neither the Corporation nor the Committee is obligated to treat
Participants and employees, officers, consultants or directors uniformly.

         16.2.    NO SHAREHOLDER RIGHTS. No Award gives the Participant any of
the rights of a shareholder of the Corporation unless and until shares of Stock
are in fact issued to such person in connection with such Award.

         16.3.    WITHHOLDING. The Corporation or any Parent or Subsidiary shall
have the authority and the right to deduct or withhold, or require a Participant
to remit to the Corporation, an amount sufficient to satisfy federal, state, and
local taxes (including the Participant's FICA obligation) required by law to be
withheld with respect to any taxable event arising as a result of the Plan. With
respect to withholding required upon any taxable event under the Plan, the
Committee may, at the time the Award is granted or



                                      -17-
<PAGE>   18

thereafter, require that any such withholding requirement be satisfied, in whole
or in part, by withholding shares of Stock having a Fair Market Value on the
date of withholding equal to the amount to be withheld for tax purposes, all in
accordance with such procedures as the Committee establishes.

         16.4.    NO RIGHT TO EMPLOYMENT OR OTHER STATUS. Nothing in the Plan or
any Award Agreement shall interfere with or limit in any way the right of the
Corporation or any Parent or Subsidiary to terminate any Participant's
employment or status as a consultant or director at any time, nor confer upon
any Participant any right to continue as an employee, officer, consultant or
director of the Corporation or any Parent or Subsidiary.

         l6.5.    UNFUNDED STATUS OF AWARDS. The Plan is intended to be an
"unfunded" plan for incentive and deferred compensation. With respect to any
payments not yet made to a Participant pursuant to an Award, nothing contained
in the Plan or any Award Agreement shall give the Participant any rights that
are greater than those of a general creditor of the Corporation or any Parent or
Subsidiary.

         16.6.    RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan
shall be taken into account in determining any benefits under any pension,
retirement, savings, profit sharing, group insurance, welfare or benefit plan of
the Corporation or any Parent or Subsidiary unless provided otherwise in such
other plan.

         16.7.    EXPENSES. The expenses of administering the Plan shall be
borne by the Corporation and its Parents or Subsidiaries.

         16.8.    TITLES AND HEADINGS. The titles and headings of the Sections
in the Plan are for convenience of reference only, and in the event of any
conflict, the text of the Plan, rather than such titles or headings, shall
control.

         16.9.    GENDER AND NUMBER. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.

         16.10.   FRACTIONAL SHARES. No fractional shares of Stock shall be
issued and the Committee shall determine, in its discretion, whether cash shall
be given in lieu of fractional shares or whether such fractional shares shall be
eliminated by rounding up.

         16.11.   GOVERNMENT AND OTHER REGULATIONS. The obligation of the
Corporation to make payment of awards in Stock or otherwise shall be subject to
all applicable laws, rules, and regulations, and to such approvals by government
agencies as may be required. The Corporation shall be under no obligation to
register under the 1933 Act, or any state securities act, any of the shares of
Stock paid under the Plan. The shares paid under the Plan may in certain
circumstances be exempt from registration under the



                                      -18-
<PAGE>   19

1933 Act, and the Corporation may restrict the transfer of such shares in such
manner as it deems advisable to ensure the availability of any such exemption.

         16.12.   GOVERNING LAW. To the extent not governed by federal law, the
Plan and all Award Agreements shall be construed in accordance with and governed
by the laws of the State of Georgia.

         16.13    ADDITIONAL PROVISIONS. Each Award Agreement may contain such
other terms and conditions as the Committee may determine; provided that such
other terms and conditions are not inconsistent with the provisions of this
Plan.

         The foregoing is hereby acknowledged as being the CytRx Corporation
1998 Long-Term Incentive Plan as adopted by the Board of Directors of the
Company on April 8, 1998 and approved by the shareholders of the Company on June
10, 1998.

                                    CytRx Corporation

                                    By:
                                         ---------------------------
                                    Its:
                                         ---------------------------














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